Compliance with Laws, Regulations, Etc. (a) Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws. (b) Borrower shall give written notice to Lender immediately upon Borrower's receipt of any notice of, or Borrower's otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower to Lender. Borrower shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response. (c) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Lender's request and Borrower's expense: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any material respect. (d) Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Streicher Mobile Fueling Inc)
Compliance with Laws, Regulations, Etc. (a) Each Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws.
(b) Borrower Borrowers shall give written notice to Lender immediately upon Borrower's Borrowers' receipt of any notice of, or Borrower's Borrowers' otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by any Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower Borrowers to Lender. Borrower Borrowers shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response.
(c) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of Borrower Borrowers in order to avoid any material non-compliance, with any Environmental Law, Borrower Borrowers shall, at Lender's request and Borrower's Borrowers' expense:
: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where Borrower's Borrowers' non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's Borrowers' response thereto or the estimated costs thereof, shall change in any material respect.
(d) Borrower Borrowers shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of any Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) Borrower Guarantor shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authoritygovernmental authority, including ERISAthe Employee Retirement Security Act of 1974, the Codeas amended, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws, except for such noncompliance which would not have a material adverse effect on Borrower, its business or assets.
(b) Borrower Guarantor shall give both oral and written notice to Lender immediately upon BorrowerGuarantor's receipt of any notice of, or BorrowerGuarantor's otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by Borrower Guarantor or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other than in the ordinary course environmental, health or safety matter, which affects Guarantor or its business, operations or assets or any properties at which Guarantor transported, stored or disposed of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower to Lender. Borrower shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender on such responseHazardous Materials.
(c) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Lender's request and Borrower's expense:
(i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(d) Borrower Guarantor shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower Guarantor and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 5.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) Each Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authoritygovernmental authority, including ERISAincluding, without limitation, the CodeEmployee Retirement Security Act of 1974, as amended, the Occupational Safety and Health Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including including, without limitation, all of the Environmental Laws.
(b) Borrower Borrowers shall take prompt and appropriate action to respond to any of Borrowers' non-compliance (to the extent Borrowers have knowledge thereof or would have knowledge thereof upon due inquiry) with any of the Environmental Laws and shall report to Agent on such response.
(c) Borrowers shall give both oral and written notice to Lender Agent immediately upon Borrower's Borrowers' receipt of any notice of, or Borrower's Borrowers' otherwise obtaining knowledge of, :
(i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material by any Borrower or upon any of its premises; or
(ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: :
(A) any material non-compliance with or violation of any applicable Environmental Law by Borrower or any Borrower;
(B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under by any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, Borrower or caused to be furnished, by Borrower to Lender. Borrower shall take prompt and appropriate action to respond to any non-compliance with upon any of the Environmental Laws and shall regularly report to Lender on such response.its premises;
(cC) Without limiting the generality generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of the foregoingany Hazardous Materials by any Borrower or upon any of its premises; or
(D) any other environmental, whenever Lender reasonably determines that there is health or safety matter, which could have a material non-complianceadverse effect upon any Borrower or its business, operations or assets or any condition properties at which requires any action by Borrower transported, stored or on behalf disposed of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Lender's request and Borrower's expense:
(i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any material respectHazardous Materials.
(d) Borrower Borrowers shall indemnify and hold harmless LenderAgent, its Lenders, and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous MaterialMaterial by any Borrower or upon any of its premises, including including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of such Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
(e) To the extent any of the provisions of this Section 9.3 as they pertain to the Real Property are inconsistent with the provisions of the deed of trust in favor of Agent and Lenders on the Real Property, the provisions of such deed of trust shall govern.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authoritygovernmental authority, including ERISAincluding, without limitation, the CodeEmployee Retirement Security Act of 1974, as amended, the Occupational Safety and Health Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including including, without limitation, all of the Environmental Laws, except where failure to so comply does not and could not reasonably be expected to result in a Material Adverse Effect.
(b) Borrower shall give written notice establish and maintain, at its expense, a system to Lender immediately upon Borrower's receipt of any notice of, or Borrower's otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or violation agents of any applicable Borrower who are familiar with the requirements of the Environmental Law by Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental LawLaws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower to Lender. Borrower shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response.
(c) Without limiting the generality Borrower shall give both oral and written notice to Lender as soon as practicable after Borrower's receipt of the foregoing, whenever Lender reasonably determines that there is material non-complianceany notice of, or any condition which requires any action by or on behalf of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Lender's request and Borrower's expense:
otherwise obtaining knowledge of, (i) cause an independent environmental engineer acceptable to Lender to conduct such tests the occurrence of any event involving the site where Borrower's non-compliance release, spill or alleged discharge, threatened or actual, of any Hazardous Material or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with such or violation of any Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth Law by Borrower or (B) the results release, spill or discharge, threatened or actual, of such testsany Hazardous Material or (C) the generation, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(d) Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generationstorage, treatment, transportation, manufacture, reproductionhandling, storage, release, threatened release, spill, discharge, production or disposal or presence of a Hazardous Material, including the costs of any required Hazardous Materials or necessary repair(D) any other environmental, cleanup health or other remedial work with respect safety matter which does or could reasonably be expected to result in a Material Adverse Effect as to Borrower or a material adverse effect on any property of properties at which Borrower and the preparation and implementation transported, stored or disposed of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this AgreementHazardous Materials.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) Borrower shall, and shall cause any each Subsidiary of Borrower to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permitsapprovals, approvals orders and orders other Permits applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental LawsLaws when the failure to so comply or observe has or could reasonably be expected to have a Material Adverse Effect.
(b) Borrower shall, and shall cause each Subsidiary of Borrower to, give written notice to Lender immediately Agent promptly upon Borrower's or such Subsidiary's receipt of any notice of, or Borrower's or such Subsidiary's otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material which is required by law to be reported to the Governmental Authority having jurisdiction over such event or which is required to be reported to the Note Trustee pursuant to the terms of the Noteholder Agreements; or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by Borrower or any Subsidiary of Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations conducted by or on behalf of Borrower or any Subsidiary of Borrower shall be promptly furnished, or caused to be furnished, by Borrower or such Subsidiary to LenderAgent unless such documents are expressly subject to an attorney-client privilege. Borrower shall, and shall cause each Subsidiary of Borrower to, take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to Lender Agent on such response.
(c) Without limiting the generality of the foregoing, whenever Lender Agent reasonably determines that there is material non-compliancea violation, or any condition which requires any action by or on behalf of Borrower or any Subsidiary of Borrower in order to avoid any material non-compliance, violation with any Environmental Law, Borrower shall, at LenderAgent's request and Borrower's expense:
(i) cause an independent environmental engineer reasonably acceptable to Lender Agent to conduct such tests of the site where Borrower's non-compliance violation or alleged non-compliance violation with such Environmental Laws has occurred as to such non-compliance violation and prepare and deliver to Lender Agent a report as to such non-compliance violation setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender Agent a supplemental report of such engineer whenever the scope of such non-complianceviolation, or Borrower's or such Subsidiary's response thereto or the estimated costs thereof, shall change in any material respect.
(d) Borrower shall, and shall cause each Subsidiary of Borrower to, indemnify and hold harmless Lender, its Agent and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, in material violation of Environmental Law, including the costs of any required or necessary repair, cleanup or other remedial remedal work with respect to any property of Borrower or such Subsidiary and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Anchor Glass Container Corp /New)
Compliance with Laws, Regulations, Etc. (a) Borrower Borrowers shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authoritygovernmental authority, including ERISAthe Employee Retirement Security Act of 1974, the Codeas amended, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws.
(b) Borrower Borrowers shall give written notice establish and maintain, at their expense, a system to Lender immediately upon Borrower's receipt of any notice of, or Borrower's otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or violation agents of any applicable Borrowers who are familiar with the requirements of the Environmental Law by Borrower or (B) Laws. [As of the releasedate of this Agreement, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business Parent's environmental systems were described to Lender's counsel and other than as permitted under any applicable Environmental Law. no additional requirements were recommended.] Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower Borrowers to Lender. Borrower Borrowers shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response.
(c) Without limiting the generality Borrowers shall give both oral and written notice to Lender immediately upon either Borrowers' receipt of the foregoing, whenever Lender reasonably determines that there is material non-complianceany notice of, or any condition which requires any action by or on behalf of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Lender's request and Borrower's expense:
otherwise obtaining knowledge of, (i) cause an independent environmental engineer acceptable to Lender to conduct such tests the occurrence of any event involving the site where Borrower's non-compliance release, spill or alleged discharge, threatened or actual, of any Hazardous Material or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with such or violation of any Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth Law by either Borrower or (B) the results release, spill or discharge, threatened or actual, of such testsany Hazardous Material or (C) the generation, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(d) Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generationstorage, treatment, transportation, manufacture, reproductionhandling, storage, release, threatened release, spill, discharge, production or disposal or presence of a Hazardous Material, including the costs of any required Hazardous Materials or necessary repair(D) any other environmental, cleanup health or other remedial work with respect to safety matter, which affects Borrowers or their business, operations or assets or any property of properties at which a Borrower and the preparation and implementation transported, stored or disposed of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this AgreementHazardous Materials.
Appears in 1 contract
Samples: Loan and Security Agreement (Ultralife Batteries Inc)
Compliance with Laws, Regulations, Etc. (a) Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authoritygovernmental authority, including ERISAincluding, without limitation, the CodeEmployee Retirement Income Security Act of 1974, as amended, the Occupational Safety and Health Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including including, without limitation, all of the Environmental Laws.
(b) Borrower shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall report to Lender on such response.
(c) Borrower shall give both oral and written notice to Lender immediately upon Borrower's receipt of any notice of, or Borrower's otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claimsclaim, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveysmatter, auditswhich affects Borrower or its business, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, operations or caused to be furnished, by Borrower to Lender. Borrower shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response.
(c) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is material non-compliance, assets or any condition properties at which requires Borrower transported, stored or disposed of any action by or on behalf of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Lender's request and Borrower's expense:
(i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any material respectHazardous Materials.
(d) Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representativesrepresenta- tives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous MaterialMaterial (including, including without limitation, the costs of any required or necessary repair, cleanup or other remedial work work), with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plansplans in connection with such property. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Wherehouse Entertainment Inc)
Compliance with Laws, Regulations, Etc. (a) Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals orders and orders stipulations applicable to it and duly observe all requirements of it, including any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws.
(b) Borrower shall give written notice establish and maintain, at its expense, a system to Lender immediately upon Borrower's receipt of any notice of, or Borrower's otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-assure and monitor its continued compliance with all Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by employees or violation agents of any applicable Borrower who are familiar with the requirements of the Environmental Law by Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental LawLaws. Copies of all final environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower to Lender. Borrower shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws Laws, except for any such non-compliance which has not resulted, and could not reasonably be expected to result, in a material adverse effect on Borrower's business, operations, assets or financial condition, and shall regularly report to Lender on such response.
(c) Borrower shall give both oral and written notice to Lender immediately upon Borrower's receipt of any written notice of, or Borrower's otherwise obtaining actual knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by Borrower or (B) the release, spill or discharge of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects Borrower or its business, operations or assets or any properties at which Borrower transported, stored or disposed of any Hazardous Materials, in each case where the occurrence of which has resulted, or could reasonably be expected to result, in a material adverse effect on Borrower's business, operations, assets or financial condition .
(d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of Borrower in order to avoid any material non-compliance, compliance with any Environmental LawLaws, or at such other times as Lender may reasonably request with respect to any Real Property covered by a Mortgage granted by Borrower in favor of Lender, Borrower shall, at Lender's request and Borrower's expense:
: (i) cause an independent environmental engineer reasonably acceptable to Lender to conduct a compliance audit at such tests of the site location where Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such testsaudit, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(de) Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications indemnification obligations of Borrower set forth in this Section 9.3 9.3(e) shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) Borrower Borrowers and NSC shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authoritygovernmental authority, including ERISAthe Employee Retirement Security Act of 1974, the Codeas amended, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws.
(b) Borrower Borrowers and NSC shall give written notice establish and maintain, at their expense, a system to Lender immediately upon Borrower's receipt of any notice of, or Borrower's otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-assure and monitor their continued compliance with all Environmental Laws in all of their operations, which system shall include annual reviews of such compliance by employees or violation agents of any applicable Borrowers who are familiar with the requirements of the Environmental Law by Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental LawLaws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower Borrowers to Lender. Borrower Borrowers and NSC shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response.
(c) Borrowers and NSC shall give both oral and written notice to Lender immediately upon a Borrower's or NSC's receipt of any notice of, or a Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non-compliance with or violation of any Environmental Law by (1) Borrower or (2) any Guarantor with respect to any Real Estate Security or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects (1) any Borrower or NSC, or their respective business, operations or assets or any properties at which a Borrower transported, stored or disposed of any Hazardous Materials or (2) any Real Estate Security given by any Guarantor.
(d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of Borrower Borrowers or NSC with respect to any Real Estate Security, in order to avoid any material non-compliance, with any Environmental Law, Borrower Borrowers shall, at Lender's request and Borrower's Borrowers' expense:
(i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where a Borrower's or NSC's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or BorrowerBorrowers' or NSC's response thereto or the estimated costs thereof, shall change in any material respect.
(de) Borrower Borrowers and NSC shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of any Borrower or NSC or any Real Estate Security given by any of them and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Nutritional Sourcing Corp)
Compliance with Laws, Regulations, Etc. (a) Borrower Each Credit Party shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permitsapprovals, approvals orders and orders other Permits applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental AuthorityAuthority the violation of which could reasonably be expected to have a Material Adverse Effect; provided, including ERISA, that Borrower may be in noncompliance with certain environmental permitting issues disclosed on Schedule 8.8 so long as it is in compliance with the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all terms of the Environmental LawsSettlement Agreement.
(b) Borrower the Credit Parties shall give written notice to Lender Administrative Agent immediately upon Borrower's any Credit Party’s receipt of any notice of, or Borrower's any Credit Party’s otherwise obtaining knowledge of, (i) the occurrence of any material event involving the material release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by Borrower any Credit Party or (B) the material release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower such Credit Party to LenderAdministrative Agent. Borrower Each Credit Party shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to Lender Administrative Agent on such response.
(c) Without limiting the generality of the foregoing, whenever Lender Administrative Agent reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of Borrower any Credit Party in order to avoid any material non-non compliance, with any Environmental Law, Borrower shall, at Lender's Administrative Agent’s request and Borrower's ’s expense:
: (i) cause an independent environmental engineer professional reasonably acceptable to Lender Administrative Agent to conduct such tests of the site where Borrower's non-compliance or alleged non-non compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender Administrative Agent a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's such Credit Party’s response thereto or the estimated costs thereof, shall change in any material respect.
(d) Borrower Each Credit Party shall indemnify and hold harmless Lender, its Administrative Agent and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' ’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower any Credit Party and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) Each Borrower and Guarantor shall, and shall cause any Domestic Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permitsapprovals, approvals orders and orders other Permits applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, except where the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating failure to environmental pollution and employee health and safety, including all of the Environmental Lawsdo so has not had or could not reasonably be expected to have a Material Adverse Effect.
(b) Borrower Borrowers and Guarantors shall give written notice to Lender immediately Agent promptly upon any Borrower's ’s or Guarantor’s receipt of any notice of, or any Borrower's ’s or Guarantor’s otherwise obtaining knowledge of, of any of the following: (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in as permitted by Environmental Laws or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or written notice with respect to: (A) any material non-compliance with or material violation of any Environmental Law by any Borrower or Guarantor or (B) the ordinary course material release, spill or discharge, threatened or actual, of business and any Hazardous Material other than as permitted under any applicable Environmental Law. Copies With respect to any condition, event or circumstance for which notice to Agent is required to be provided, final copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by such Borrower or Guarantor to LenderAgent. Each Borrower and Guarantor shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws and shall regularly shall, promptly upon the request of Agent, report to Lender Agent on such response.
(c) Without limiting the generality of the foregoing, whenever Lender Agent reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of any Borrower or Guarantor in order to avoid any material non-compliance, non compliance with any Environmental Law, Borrower except with respect to such non-compliance that could not reasonably be expected to have a Material Adverse Effect, Borrowers shall, at Lender's Agent’s request and Borrower's Borrowers’ expense:
: (i) cause an independent environmental engineer consultant reasonably acceptable to Lender Agent to conduct such tests an assessment of the site where Borrower's such non-compliance or alleged non-non compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender Agent a report as to such non-compliance setting forth the results of such testsassessment and, if applicable, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender Agent a supplemental report of such engineer consultant whenever the scope of such non-compliance, or such Borrower's ’s or Guarantor’s response thereto or the estimated costs thereof, shall change in any material respect.
(d) Each Borrower and Guarantor shall indemnify and hold harmless Lender, its Agent and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assignsassigns (“Indemnified Parties”), from and against any and all losses, claims, damages, liabilities, and reasonable out-of-pocket costs, and expenses (including reasonable attorneys' ’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other plans required plansby Environmental Laws (“Environmental Losses”); provided that no Borrower or Guarantor shall have any liability under this clause (d) for Environmental Losses arising out of any Indemnified Party’s gross negligence or willful misconduct as determined by a final judgment rendered by a court of competent jurisdiction. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) Borrower Borrowers and NSC shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authoritygovernmental authority, including ERISAthe Employee Retirement Security Act of 1974, the Codeas amended, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws.
(b) Borrower Borrowers and NSC shall give written notice establish and maintain, at their expense, a system to Lender immediately upon Borrower's receipt of any notice of, or Borrower's otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-assure and monitor their continued compliance with all Environmental Laws in all of their operations, which system shall include annual reviews of such compliance by employees or violation agents of any applicable Borrowers who are familiar with the requirements of the Environmental Law by Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental LawLaws. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower Borrowers to Lender. Borrower Borrowers and NSC shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response.
(c) Borrowers and NSC shall give both oral and written notice to Lender immediately upon a Borrower's or NSC's receipt of any notice of, or a Borrower's otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any non - compliance with or violation of any Environmental Law by (1) Borrower or (2) any Guarantor with respect to any Real Estate Security or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or (D) any other environmental, health or safety matter, which affects (1) any Borrower or NSC, or their respective business, operations or assets or any properties at which a Borrower transported, stored or disposed of any Hazardous Materials or (2) any Real Estate Security given by any Guarantor.
(d) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of Borrower Borrowers or NSC with respect to any Real Estate Security, in order to avoid any material non-non - compliance, with any Environmental Law, Borrower Borrowers shall, at Lender's request and Borrower's Borrowers' expense:
(i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where a Borrower's non-or NSC's non - compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-non - compliance and prepare and deliver to Lender a report as to such non-non - compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or BorrowerBorrowers' or NSC's response thereto or the estimated costs thereof, shall change in any material respect.
(de) Borrower Borrowers and NSC shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of any Borrower or NSC or any Real Estate Security given by any of them and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Nutritional Sourcing Corp)
Compliance with Laws, Regulations, Etc. (a) Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws.
(b) Borrower shall give written notice to Lender Agent immediately upon Borrower's receipt of any notice of, or Borrower's otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material Material, or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice notice, with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower to LenderAgent. Borrower shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender Agent on such response.
(c) Without limiting the generality of the foregoing, whenever Lender reasonably Agent determines that there is material non-compliance, or any condition which requires any action by or on behalf of Borrower in order to avoid any material such non-compliance, with any Environmental Law, Borrower shall, at LenderAgent's request and Borrower's expense:
(i) cause an independent environmental engineer acceptable to Lender Agent to conduct such tests of the site where Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender Agent a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender Agent a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(d) Borrower shall indemnify and hold harmless LenderAgent, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees actually incurred and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, the Federal Food, Drug and Cosmetic Act, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws.
(b) Borrower shall give written notice to Lender immediately upon Borrower's receipt of any notice of, or Borrower's otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower to Lender. Borrower shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response.
(c) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Lender's request and Borrower's expense:
(i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(d) Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Impax Laboratories Inc)
Compliance with Laws, Regulations, Etc. (a) Borrower Borrowers shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State State, Provincial or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental LawsLaws if the failure to so comply could result in the imposition of material fines or penalties or result in the revocation or termination of any material license, permit, order or approval of any Governmental Authority or could otherwise materially and adversely affect the business, assets or prospects of Borrowers on a consolidated basis.
(b) Borrower Borrowers shall give written notice to Lender Agent immediately upon any Borrower's receipt of any notice of, or any Borrower's otherwise obtaining knowledge of, any of the following which could result in the imposition of material fines or penalties or the revocation or termination of any material license, permit, order or approval of any Governmental Authority or could otherwise materially and adversely affect the business, assets or prospects of Borrowers on a consolidated basis, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by any Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower Borrowers to LenderAgent. Borrower Borrowers shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender Agent on such response.
(c) Without limiting the generality of the foregoing, whenever Lender Agent reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of Borrower Borrowers in order to avoid any material non-compliance, with any Environmental Law, Borrower Borrowers shall, at LenderAgent's request and Borrower's Borrowers' expense:
(i) cause an independent environmental engineer acceptable to Lender Agent to conduct such tests of the site where Borrower's Borrowers' non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender Agent a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof thereof, and (ii) provide to Lender Agent a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's Borrowers' response thereto or the estimated costs thereof, shall change in any material respect.
(d) Borrower Borrowers shall indemnify and hold harmless Agent, each Lender, its and each of their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower Borrowers and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Clean Harbors Inc)
Compliance with Laws, Regulations, Etc. (a) Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws.
(b) Borrower shall give written notice to Lender immediately upon Borrower's receipt of any notice of, or Borrower's otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material by it or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material by it other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower to Lender. Borrower shall take prompt and appropriate action to respond to any non-compliance by it with any of the Environmental Laws and shall regularly report to Lender on such response.
(c) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is material non-compliancecompliance by it, or any condition which requires any action by or on behalf of Borrower in order to avoid any material non-compliancecompliance by it, with any Environmental Law, Borrower shall, at Lender's request and Borrower's expense:
(i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(d) Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work work, with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Hirsch International Corp)
Compliance with Laws, Regulations, Etc. (a) Each Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISAincluding, without limitation, the CodeEmployee Retirement Security Act of 1974, as amended, the Occupational Safety and Health Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including including, without limitation, all of the Environmental Laws.
(b) Borrower Borrowers shall take prompt and appropriate action to respond to any of Borrowers’ non-compliance (to the extent Borrowers have knowledge thereof or would have knowledge thereof upon due inquiry) with any of the Environmental Laws and shall report to Agent on such response.
(c) Borrowers shall give both oral and written notice to Lender Agent immediately upon Borrower's Borrowers’ receipt of any notice of, or Borrower's Borrowers’ otherwise obtaining knowledge of, :
(i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material by any Borrower or upon any of its premises; or
(ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: :
(A) any material non-compliance with or violation of any applicable Environmental Law by Borrower or any Borrower;
(B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under by any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, Borrower or caused to be furnished, by Borrower to Lender. Borrower shall take prompt and appropriate action to respond to any non-compliance with upon any of the Environmental Laws and shall regularly report to Lender on such response.its premises;
(cC) Without limiting the generality generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of the foregoingany Hazardous Materials by any Borrower or upon any of its premises; or
(D) any other environmental, whenever Lender reasonably determines that there is health or safety matter; in each case, which could have a material non-complianceadverse effect upon any Borrower or its business, operations or assets or any condition properties at which requires any action by Borrower transported, stored or on behalf disposed of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Lender's request and Borrower's expense:
(i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any material respect.Hazardous Materials; or
(d) Borrower Borrowers shall indemnify and hold harmless LenderAgent, its Lenders, and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' ’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous MaterialMaterial by any Borrower or upon any of its premises, including including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of such Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
(e) To the extent any of the provisions of this Section 9.3 as they pertain to the Real Estate or the Adjacent Real Estate are inconsistent with the provisions of the applicable deed of trust in favor of Agent and Lenders on the Real Estate or Adjacent Real Estate, as applicable, the provisions of such deed of trust shall govern.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws.
(b) Borrower shall give written notice to Lender immediately upon Borrower's receipt of any notice of, or Borrower's otherwise obtaining knowledge of, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by Borrower or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower to Lender. Borrower shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response.
(c) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Lender's request and Borrower's expense:
(i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(d) Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) Borrower shallEach Restricted Person shall (and, and in the case of ERISA, shall cause any Subsidiary toits ERISA Affiliates), at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State state or local Governmental Authority, including ERISAincluding, without limitation, in the case of the Loan Parties and their ERISA Affiliates, ERISA and otherwise in the case of the Loan Parties, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including including, without limitation, all of the Environmental LawsLaws where such noncompliance would result in a material adverse effect on the assets, business or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, or would materially impair the ability of such Restricted Person to perform its obligations under the Loan Documents to which it is a party or of the Administrative Agent to enforce any Obligations or realize upon the Collateral.
(b) Borrower Each Restricted Person shall give written notice to Lender the Administrative Agent immediately upon Borrower's such Restricted Person’s receipt of any notice of, or Borrower's such Restricted Person otherwise obtaining knowledge of, : (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material Material; or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by Borrower or any Restricted Person; (B) the release, spill or discharge, threatened or actual, of any Hazardous Material Material; or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by Borrower each Restricted Person to Lenderthe Administrative Agent. Borrower Each Restricted Person shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender the Administrative Agent on such response.
(c) Without limiting the generality of the foregoing, whenever Lender either Agent reasonably determines that there is any material non-compliance, or any condition which that requires any action by or on behalf of Borrower any Restricted Person in order to avoid any material non-compliance, with any Environmental Law, Borrower such Restricted Person shall, at Lender's either Agent’s request and Borrower's such Restricted Person’s expense:
(i) cause an independent environmental engineer acceptable to Lender each Agent to conduct such tests of the site where Borrower's any Restricted Person’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender the Administrative Agent a report as to such non-non- compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and thereof; and
(ii) provide to Lender the Administrative Agent a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's such Restricted Person’s response thereto or the estimated costs thereof, shall change in any material respect.
(d) Borrower Each Loan Party shall indemnify and hold harmless Lendereach Agent, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' ’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower any Restricted Person and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 6.2(d) shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) Each Borrower shall, and shall cause any Subsidiary each of its Subsidiaries to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including including, without limitation, ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including including, without limitation, all of the Environmental LawsLaws where such noncompliance would result in a material adverse effect on the assets, business or condition (financial or otherwise) of such Borrower or would materially impair the ability of such Borrower to perform its obligations under the Financing Agreements to which it is a party or of Lender to enforce any Obligations or realize upon the Collateral.
(b) Each Borrower shall give written notice to Lender immediately upon such Borrower's ’s receipt of any notice of, or Borrower's such Borrower otherwise obtaining knowledge of, :
(i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or Material; or
(ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by Borrower or any Borrower; (B) the release, spill or discharge, threatened or actual, of any Hazardous Material Material; or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials other than in the ordinary course of business and other than as permitted under any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, or caused to be furnished, by each Borrower to Lender. Each Borrower shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Lender on such response.
(c) Without limiting the generality of the foregoing, whenever Lender reasonably determines that there is any material non-compliance, or any condition which requires any action by or on behalf of any Borrower in order to avoid any material non-non- compliance, with any Environmental Law, Borrower Borrowers shall, at Lender's ’s request and Borrower's Borrowers’ expense:
: (i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where a Borrower's ’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or such Borrower's ’s response thereto or the estimated costs thereof, shall change in any material respect.
(d) Each Borrower shall indemnify and hold harmless Lender, its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' ’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of any Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permitsapprovals, approvals orders and orders other Permits applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, all Federal, State and all local statutes, rules, regulations, orders, permits rules and stipulations orders relating to environmental pollution consumer credit (including, without limitation, as each has been amended, the Truth-in-Lending Act, the Fair Credit Billing Act, the Equal Credit Opportunity Act and employee health the Fair Credit Reporting Act, and safetyregulations, including rules and orders promulgated thereunder), all Federal, State and local statutes, regulations, rules and orders pertaining to sales of consumer goods (including, without limitation, the Consumer Products Safety Act of 1972, as amended, and the Federal Trade Commission Act of 1914, as amended, and all regulations, rules and orders promulgated thereunder) and all applicable Environmental Laws, in each case where the failure to so comply or observe has or could reasonably be expected to have a Material Adverse Effect.
(b) Borrower Borrowers and Guarantors shall give written notice to Lender immediately Agent promptly upon any Borrower's ’s or Guarantor’s receipt of any notice of, or any Borrower's ’s or Guarantor’s otherwise obtaining knowledge of, with respect to the Real Property subject to the Mortgages, (i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material or (ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any applicable Environmental Law by any Borrower or Guarantor or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental LawLaw which is reasonably likely to result in a material liability. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations of such matters shall be promptly furnished, or caused to be furnished, by such Borrower or Guarantor to LenderAgent. Each Borrower and Guarantor shall take prompt and appropriate action in a commercially reasonable manner to respond to any material non-compliance with any of the Environmental Laws as required by law and shall regularly report to Lender Agent on such response.
(c) Without limiting the generality of the foregoing, whenever Lender Agent reasonably determines that that, with respect to the Real Property subject to the Mortgages, there is material non-compliance, or any condition which requires any action by or on behalf of any Borrower or Guarantor in order to avoid any material non-compliance, with any Environmental LawLaw which is reasonably likely to result in a material liability, Borrower Borrowers shall, at Lender's Agent’s request and Borrower's Borrowers’ expense:
: (i) cause an independent environmental engineer reasonably acceptable to Lender Agent to conduct such tests of any such Real Property subject to the site Mortgages where Borrower's non-non- compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender Agent a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, requirements of Environmental Laws with respect to the findings of such tests and an estimate of the costs thereof and (ii) provide to Lender Agent a supplemental report of such engineer whenever the scope of such non-compliance, or such Borrower's ’s or Guarantor’s response thereto or the estimated costs thereof, shall change in any material respect.
(d) Each Borrower and Guarantor shall indemnify and hold harmless Lender, its Agent and Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' ’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous MaterialMaterial at the Real Property subject to the Mortgages, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property Real Property of any Borrower or Guarantor subject to the Mortgages and the preparation and implementation of any closure, remedial or other plans required plansby Environmental Laws. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) Each Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, permits, approvals and orders applicable to it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, including ERISAincluding, without limitation, the CodeEmployee Retirement Security Act of 1974, as amended, the Occupational Safety and Health Hazard Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including including, without limitation, all of the Environmental Laws.
(b) Borrower Borrowers shall take prompt and appropriate action to respond to any of Borrowers’ non-compliance (to the extent Borrowers have knowledge thereof or would have knowledge thereof upon due inquiry) with any of the Environmental Laws and shall report to Agent on such response.
(c) Borrowers shall give both oral and written notice to Lender Agent immediately upon Borrower's Borrowers’ receipt of any notice of, or Borrower's Borrowers’ otherwise obtaining knowledge of, :
(i) the occurrence of any material event involving the release, spill or discharge, threatened or actual, of any Hazardous Material by any Borrower or upon any of its premises; or
(ii) any material investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: :
(A) any material non-compliance with or violation of any applicable Environmental Law by Borrower or any Borrower;
(B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under by any applicable Environmental Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of material remedial investigations shall be promptly furnished, Borrower or caused to be furnished, by Borrower to Lender. Borrower shall take prompt and appropriate action to respond to any non-compliance with upon any of the Environmental Laws and shall regularly report to Lender on such response.its premises;
(cC) Without limiting the generality generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of the foregoingany Hazardous Materials by any Borrower or upon any of its premises; or
(D) any other environmental, whenever Lender reasonably determines that there is health or safety matter; in each case, which could have a material non-complianceadverse effect upon any Borrower or its business, operations or assets or any condition properties at which requires any action by Borrower transported, stored or on behalf disposed of Borrower in order to avoid any material non-compliance, with any Environmental Law, Borrower shall, at Lender's request and Borrower's expense:
(i) cause an independent environmental engineer acceptable to Lender to conduct such tests of the site where Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in any material respect.Hazardous Materials; or
(d) Borrower Borrowers shall indemnify and hold harmless LenderAgent, its Lenders, and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys' ’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous MaterialMaterial by any Borrower or upon any of its premises, including including, without limitation, the costs of any required or necessary repair, cleanup or *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. other remedial work with respect to any property of such Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
(e) To the extent any of the provisions of this Section 9.3 as they pertain to the Real Estate are inconsistent with the provisions of the deed of trust in favor of Agent and Lenders on the Real Estate, the provisions of such deed of trust shall govern.
Appears in 1 contract
