Compliance with Laws, Regulations, Etc. (a) The Borrowers shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvals, orders and other Permits applicable to them and duly observe all requirements of any foreign, Federal, State or local Governmental Authority. (b) The Borrowers shall give written notice to the Lender immediately upon the Borrowers’ receipt of any notice of, or the Borrowers’ 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 material non-compliance with or violation of any Environmental Law by the Borrowers; 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 remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers to the Lender. The Borrowers shall take prompt action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender on such response. (c) Without limiting the generality of the foregoing, whenever the Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of the Borrowers in order to avoid any non-compliance, with any Environmental Law, the Borrowers shall, at the Lender's request and the Borrowers’ expense: (i) cause an independent environmental engineer reasonably acceptable to the Lender to conduct such tests of the site where the Borrowers’ non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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 the Lender a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ response thereto or the estimated costs thereof, shall change in any material respect. (d) The Borrowers shall indemnify and hold harmless the 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 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 the Borrowers and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 shall survive the payment of the Obligations and the termination of this Loan Agreement.
Appears in 2 contracts
Samples: Loan Agreement (Coachmen Industries Inc), Loan Agreement (Coachmen Industries Inc)
Compliance with Laws, Regulations, Etc. (a) The Borrowers shall, and Each US Borrower shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvalspermits, approvals and orders and other Permits applicable to them it and duly observe in all material respects all requirements of any foreignFederal, FederalProvincial, State or local Governmental Authoritygovernmental authority, including 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 any matter that it is contesting in good faith by appropriate proceedings diligently pursued and which is not reasonably expected to have a material adverse effect on it or its property, operations, business, prospects or conditions (financial or otherwise).
(b) The Borrowers Each US Borrower shall give written notice establish and maintain, at its expense, a system to the Lender immediately upon the Borrowers’ receipt of any notice of, or the Borrowers’ 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 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 its employees or violation agents who are familiar with the requirements of any the Environmental Law by the Borrowers; 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 remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers it to the LenderAgent and Tranche B Agent. The Borrowers Each US Borrower shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender Agent and Tranche B Agent on such response.
(c) Each US Borrower shall give both oral and written notice to Agent and Tranche B Agent immediately upon its receipt of any notice of, or its otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material where notice of such occurrence would be required to be given by a US Borrower to an applicable governmental authority or any other person under Environmental Laws 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 it 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 it or its business, operations or assets or any properties at which it transported, stored or disposed of any Hazardous Materials.
(d) Without limiting the generality of the foregoing, whenever the Lender reasonably determines Required Lenders determine that there is material non-compliance, or any condition which requires any action by or on behalf of the Borrowers a US Borrower in order to avoid any material non-compliance, with any Environmental Law, the Borrowers such US Borrower shall, at the Lender's request such Required Lenders’ request, and the Borrowers’ at such US Borrower’s expense: (i) cause an independent environmental engineer reasonably acceptable to the Lender such Required Lenders to conduct such tests of the site where the Borrowers’ its non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Lender Agent and Tranche B 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 the Lender Agent and Tranche B Agent a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ its response thereto or the estimated costs thereof, shall change in any material respect.
(de) The Borrowers Each US Borrower shall indemnify and hold harmless the LenderUS Lenders, its Tranche B Agent, Agent and their respective directors, officers, employees, agents, invitees, representativesrepresentatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' legal fees and 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 of its property of the Borrowers and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 shall survive the payment of the Obligations and the termination or non-renewal of this Loan Agreement.
Appears in 2 contracts
Samples: Us Loan Agreement (SMTC Corp), Us Loan Agreement (SMTC Corp)
Compliance with Laws, Regulations, Etc. (a) The Borrowers 9.1.1 Each Borrower shall, and Parent shall cause any Subsidiary each Obligor to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvalspermits, approvals and orders and other Permits applicable to them it and duly observe all requirements of any foreign, Federal, State or local Governmental Authoritygovernmental authority, including, without limitation, the Employee Retirement Security Act of 1974, as amended, the Occupational Safety and 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, without limitation, all of the Environmental Laws.
(b) The Borrowers 9.1.2 Each Borrower shall give written notice establish and maintain, at its expense, a system to the Lender immediately upon the Borrowers’ receipt of any notice of, or the Borrowers’ 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 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 such Borrower who are familiar with the requirements of the Environmental Law by the Borrowers; 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 remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers to the Lender at Lender's request. The Borrowers shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender on such responseresponse at Lender's request, provided that Borrowers shall give written notice of such non-compliance to Lender by Borrowers.
(c) 9.1.2.0.1 Each Borrower shall give both oral and written notice to Lender immediately upon such Borrower's receipt of any notice of, or such Borrower's otherwise obtaining knowledge of, the occurrence of any event involving the release, spill or discharge, threatened or actual, of any hazardous Material, which shall reasonably be expected to result in a Material Adverse Retail Store Event, or any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: any non-compliance with or violation of any Environmental Law by Borrower or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or 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, which shall reasonably be expected to result in a Material Adverse Retail Store Event.
9.1.2.1 Without limiting the generality of the foregoing, whenever the Lender reasonably determines that there is non-non- compliance, or any condition which requires any action by or on behalf of the Borrowers any Borrower in order to avoid any material non-compliance, with any Environmental Law, the Borrowers such Borrower shall, at the Lender's request and the Borrowers’ such Borrower's expense: (i) cause an independent environmental engineer reasonably acceptable to the Lender to conduct such tests of the site where the Borrowers’ non-such Borrower's non- compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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; thereof and (ii) provide to the Lender a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ such Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(d) The 9.1.3 Borrowers shall indemnify and hold harmless the Lender, its directors, officers, employees, agents, invitees, representativesrepresentatives, 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 including, without limitation, the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of the Borrowers or Obligors and the preparation and implementation of any closure, remedial or other required plans, provided that such indemnification shall not be available to Lender to the extent such losses are determined by a final and non-appealable order of a court of competent jurisdiction to have resulted solely from the gross negligence or wilful misconduct of Lender. All representations, warranties, covenants and indemnifications in this Section 8.3 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Loan Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) The Borrowers 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, approvals, orders and other Permits applicable to them it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority.
(b) The Borrowers and Guarantors shall give written notice to the Lender Agent immediately upon the Borrowers’ any Borrower’s or Guarantor’s receipt of any notice of, or the Borrowers’ any Borrower’s or Guarantor’s otherwise obtaining knowledge of, any of the following that has or could reasonably be expected to have a Material Adverse Effect: (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material; Material or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by the Borrowers; 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 Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers such Borrower or Guarantor to the LenderAgent. The Borrowers Each Borrower and Guarantor shall take prompt action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender Agent on such response.
(c) Without limiting the generality of the foregoing, whenever the Lender Agent reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of the Borrowers any Borrower or Guarantor in order to avoid any non-compliance, with any Environmental Law, the Borrowers shall, at the Lender's Agent’s request and the Borrowers’ expense: (i) cause an independent environmental engineer reasonably acceptable to the Lender Agent to conduct such tests of the site where the Borrowers’ non-compliance or alleged non-non compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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 the Lender Agent a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ such Borrower’s or Guarantor’s response thereto or the estimated costs thereof, shall change in any material respect.
(d) The Borrowers Each Borrower and Guarantor shall indemnify and hold harmless the Lender, its Agent and Lenders and their respective directors, officers, employees, agents, invitees, representativesrepresentatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' ’ fees and 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 the Borrowers any Borrower or Guarantor and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 9.3 shall survive the payment of the Obligations and the termination of this Loan Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Lighting Science Group Corp)
Compliance with Laws, Regulations, Etc. (a) The Borrowers shall, Each Borrower shall at all times comply with all applicable laws related to corruption and bribery and shall cause any Subsidiary to, at all times, comply in all material respects with all other laws, rules, regulations, licenses, approvalspermits, approvals and orders and other Permits applicable to them it and duly observe in all material respects all requirements of any foreignFederal, FederalProvincial, State or local Governmental Authoritygovernmental authority, including 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 any matter that it is contesting in good faith by appropriate proceedings diligently pursued and which is not reasonably expected to have a Material Adverse Effect.
(b) The Borrowers Each Borrower shall give written notice establish and maintain, at its expense, a system to the Lender immediately upon the Borrowers’ receipt of any notice of, or the Borrowers’ 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 material non-assure and monitor its continued compliance with all material Environmental Laws in all of its operations, which system shall include annual reviews of such compliance by its employees or violation agents who are familiar with the requirements of any the Environmental Law by the Borrowers; 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 remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers it to the LenderAgent. The Borrowers Each Borrower shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender Agent on such response.
(c) Each Borrower shall give both oral and written notice to Agent promptly following its receipt of any notice of, or its otherwise obtaining knowledge of, (i) the occurrence of any event involving the unpermitted release, spill or discharge, threatened or actual, of any Hazardous Material where notice of such occurrence would be required to be given by the affected Borrower to an applicable governmental authority or any other person under Environmental Laws 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 it 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 other than in accordance with applicable Environmental Laws or (D) any other environmental, health or safety matter, which adversely affects it or its business, operations or assets or any properties at which it transported, stored or disposed of any Hazardous Materials.
(d) Without limiting the generality of the foregoing, whenever the Lender reasonably determines Required Lenders determine that there is material non-compliance, or any condition which requires any action by or on behalf of the Borrowers in order to avoid any material non-compliance, with any Environmental Law, the Borrowers shall, at the Lender's request such Required Lenders’ request, and at the Borrowers’ expense: (i) cause an independent environmental engineer reasonably acceptable to the Lender such Required Lenders to conduct such reasonable tests of the site where the Borrowers’ its non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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 the Lender Agent a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ its response thereto or the estimated costs thereof, shall change in any material respect.
(de) The Borrowers shall indemnify and hold harmless the LenderLenders, its Agent and their respective directors, officers, employees, agents, invitees, representativesrepresentatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' legal fees and 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 of its property of the Borrowers and the preparation and implementation of any closure, remedial or other required plansplans except for such person’s gross negligence or willful misconduct. All representations, warranties, covenants and indemnifications in this Section 8.3 shall survive the payment of the Obligations and the termination or non-renewal of this Loan Agreement.
Appears in 1 contract
Samples: Us Loan Agreement (SMTC Corp)
Compliance with Laws, Regulations, Etc. (a) The Borrowers 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, approvals, orders and other Permits applicable to them it and duly observe in all material respects 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) The Borrowers Each Borrower shall give written notice to the Lender Agent immediately upon the Borrowers’ such Borrower's receipt of any notice of, or the Borrowers’ such 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; Material or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by the Borrowers; such 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 remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers such Borrower to the LenderAgent. The Borrowers Each Borrower shall take prompt action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender Agent on such response.
(c) Without limiting the generality of the foregoing, whenever the Lender Agent reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of the Borrowers a Borrower in order to avoid any non-compliance, with any Environmental Law, the Borrowers that could reasonably be expected to have a Material Adverse Effect, such Borrower shall, at the LenderAgent's request and the Borrowers’ ' expense: :
(i) cause an independent environmental engineer reasonably acceptable to the Lender Agent to conduct such tests of the site where the Borrowers’ non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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 the Lender Agent a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ such Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(d) The Borrowers Each Borrower shall indemnify indemnify, defend and hold harmless the Lender, its Agent and Lenders and their respective directors, officers, employees, agents, invitees, representativesrepresentatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and 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 the Borrowers a Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 SECTION 9.3 shall survive the payment of the Obligations and the termination of this Loan Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) The Borrowers Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvalspermits, approvals and orders and other Permits applicable to them it and duly observe all requirements of any foreign, Federal, State or local Governmental Authoritygovernmental authority, including, without limitation, ERISA, the Occupational Safety and 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, without limitation, all of the Environmental Laws.
(b) The Borrowers Borrower shall give written notice to the Lender immediately upon the Borrowers’ receipt of any notice of, or the Borrowers’ 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 material non-monitor its continued compliance with all Environmental Laws in all of its operations, including regular reviews of such compliance by employees or violation agents of any Borrower who are familiar with the requirements of the Environmental Law by the Borrowers; 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 remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers Borrower to the Lender. The Borrowers Borrower shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender on such response.
(c) To the extent the circumstances could reasonably be expected to give rise to liability under Environmental Laws in excess of $250,000, 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 event involving the release, spill or discharge, 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, 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 Borrower or its business, operations or assets or any properties at which Borrower transported, stored or disposed of any Hazardous Materials.
(d) Without limiting the generality of the foregoing, whenever the Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of the Borrowers Borrower in order to avoid any material non-compliance, with any Environmental Law, the Borrowers Borrower shall, at the Lender's request and the Borrowers’ Borrower's expense: :
(i) cause an independent environmental engineer reasonably acceptable to the Lender to conduct such tests of the site where the Borrowers’ Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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; thereof and (ii) provide to the Lender a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(de) The Borrowers Borrower shall indemnify and hold harmless the Lender, its directors, officers, employees, agents, invitees, representativesrepresentatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and legal expenses) (to the extent they are not directly attributable to Lender's willful misconduct or gross negligence) 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 the Borrowers Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Loan Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Eagle Food Centers Inc)
Compliance with Laws, Regulations, Etc. (a) The Borrowers Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvalspermits, approvals and orders and other Permits applicable to them it and duly observe all requirements of any foreign, Federal, State Provincial or local Governmental Authoritygovernmental authority, including 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 any matter (i) that Borrower is contesting in good faith by appropriate proceedings diligently pursued or (ii) which is not reasonably expected to have a material adverse effect on Borrower or its property, operations, business, prospects or conditions (financial or otherwise).
(b) The Borrowers Borrower shall take prompt and appropriate action to respond to any non-compliance with any of the Environmental Laws and shall regularly report to Agent on such response.
(c) Borrower shall give both oral and written notice to the Lender immediately Agent promptly upon the Borrowers’ Borrower’s receipt of any notice of, or the Borrowers’ Borrower’s otherwise obtaining knowledge of, knowledge
(i) the occurrence of any event involving the actual release, spill or discharge, threatened or actual, discharge of any Hazardous MaterialMaterial that would be in violation of Environmental Laws; or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by the Borrowers; 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 remedial investigations shall be promptly furnishedMaterial, or caused to be furnished(C) the generation, by the Borrowers to the Lender. The Borrowers shall take prompt action to respond to use, storage, treatment, transportation, manufacture, handling, production or disposal of any material non-compliance with Hazardous Materials, or (D) any other environmental, health or safety matter, which affects any Borrower or its business, operations or assets or any properties at which Borrower transported, stored or disposed of the Environmental Laws and shall regularly report to the Lender on such responseany Hazardous Materials.
(cd) Without limiting the generality of the foregoing, whenever the Lender reasonably Agent determines that there is non-compliance, or any condition which requires any action by or on behalf of the Borrowers Borrower in order to avoid any material non-compliance, with any Environmental Law, the Borrowers Borrower shall, at the Lender's Agent’s request and the Borrowers’ Borrower’s expense: (i) cause an independent environmental engineer reasonably acceptable to the Lender Agent to conduct such tests of the site where the Borrowers’ Borrower’s non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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 the Lender Agent a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ Borrower’s response thereto or the estimated costs thereof, shall change in any material respect.
(de) The Borrowers Borrower shall indemnify and hold harmless the Lender, its Agent and each Lender and their respective directors, officers, employees, agents, invitees, representativesrepresentatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' legal fees and 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 the Borrowers Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 9.3 shall survive the payment of the Obligations and the termination of this Loan Agreement.
Appears in 1 contract
Samples: Credit Agreement (Imax Corp)
Compliance with Laws, Regulations, Etc. (a) The Borrowers 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, approvalspermits, approvals and orders and other Permits applicable to them it and duly observe all requirements of any foreign, Federal, State State, Provincial, district, county, or local Governmental AuthorityAuthority applicable to it, including ERISA, the Code, the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, the Employment Standards Act (Ontario), the Occupational Health and Safety Act (Ontario) and all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including all of the Environmental Laws where the failure to so comply has or would reasonably be expected to have a Material Adverse Effect.
(b) The Borrowers Each Borrower and Guarantor shall give written notice establish and maintain, at its expense, a system to the Lender immediately upon the Borrowers’ receipt monitor its continued compliance in all material respects with all Environmental Laws in all of any notice ofits operations. Upon Agent's request, or the Borrowers’ 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 material non-compliance with or violation of any Environmental Law by the Borrowers; 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 copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by the each Borrower and Guarantor to Agent. Borrowers to the Lender. The Borrowers and Guarantors shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender Agent on such response.
(c) Borrowers and Guarantors shall give prompt written notice to Agent upon a Borrower's or Guarantor's receipt of any notice of, or a Borrower's or Guarantor's otherwise obtaining knowledge of, (i) the occurrence of any event involving the material release, spill or discharge of any Hazardous Material other than in accordance with applicable Environmental Laws or (ii) any investigation or proceeding, or written complaint, order, directive, claims, citation or notice, with respect to: (A) any material non-compliance with or violation of any Environmental Law by a Borrower or Guarantor or (B) the material release, spill or discharge of any Hazardous Material other than in accordance with applicable Environmental Laws or (C) the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials other than in accordance with applicable Environmental Laws in all material respects or (D) any other environmental, health or safety matter, which applies to a Borrower or Guarantor with respect to business, operations or assets or any properties at which a Borrower or Guarantor transported, stored or disposed of any Hazardous Materials which has or would reasonably be expected to have a Material Adverse Effect.
(d) Without limiting the generality of the foregoing, whenever the Lender reasonably Agent determines in good faith that there is material non-compliancecompliance with applicable Environmental Laws, or any condition which requires any action by or on behalf of the Borrowers any Borrower or Guarantor in order to avoid any material non-compliance, compliance with any Environmental Law, the Borrowers such Borrower or Guarantor shall, at the LenderAgent's request and the Borrowers’ such Borrower's or Guarantor's expense: (i) cause an independent environmental engineer reasonably acceptable to the Lender Agent to conduct such tests of the site where the Borrowers’ such Borrower's or Guarantor's material non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such material non-compliance and prepare and deliver to the Lender Agent a report as to such material 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 the Lender Agent a supplemental report of such engineer whenever the scope of such material non-compliance, or the Borrowers’ such Borrower's or Guarantor's response thereto or the estimated costs thereof, shall change in any material respect.
(de) The Borrowers Each Borrower and Guarantor shall indemnify and hold harmless the Agent and each Lender, its their respective directors, officers, employees, agents, invitees, representativesrepresentatives, 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 with respect to any property of any Borrower or Guarantor, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of the Borrowers and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Loan Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Pioneer Americas Inc /Tx)
Compliance with Laws, Regulations, Etc. (a) The Borrowers Each Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, listing standards, approvals, orders and other Permits applicable to them it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority, regulatory entity or securities exchange except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.
(b) The Borrowers shall give written notice to the Lender immediately Administrative Agent promptly upon the Borrowers’ any Borrower's receipt of any notice of, or the Borrowers’ any 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 material non-compliance with or violation of any Environmental Law by the Borrowersany 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, in each case which would reasonably be expected to have a Material Adverse Effect. Copies of all material environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers such Borrower to the LenderAdministrative Agent as reasonably requested by Administrative Agent. The Borrowers Each Borrower shall take prompt action in accordance with applicable timetables pursuant to Environmental Law to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender Administrative Agent on such response.
(c) Without limiting the generality of the foregoing, whenever the Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of the Borrowers in order to avoid any non-compliance, with any Environmental Law, the Borrowers shall, at the Lender's request and the Borrowers’ expense: (i) cause an independent environmental engineer reasonably acceptable to the Lender to conduct such tests of the site where the Borrowers’ non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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 the Lender a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ response thereto or the estimated costs thereof, shall change in any material respect.
(d) The Borrowers shall indemnify and hold harmless the Lender, its Administrative Agent and Lenders and their respective directors, officers, employees, agents, invitees, representativesrepresentatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and 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 the Borrowers any Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 8.2 shall survive the payment of the Obligations and the termination of this Loan Agreement.. 4833-7494-6387.12 45083/0017 03/0202018
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) The Borrowers shall, and Each US Borrower shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvalspermits, approvals and orders and other Permits applicable to them it and duly observe in all material respects all requirements of any foreignFederal, FederalProvincial, State or local Governmental Authoritygovernmental authority, including 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 any matter that it is contesting in good faith by appropriate proceedings diligently pursued and which is not reasonably expected to have a material adverse effect on it or its property, operations, business, prospects or conditions (financial or otherwise).
(b) The Borrowers Each US Borrower shall give written notice establish and maintain, at its expense, a system to the Lender immediately upon the Borrowers’ receipt of any notice of, or the Borrowers’ 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 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 its employees or violation agents who are familiar with the requirements of any the Environmental Law by the Borrowers; 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 remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers it to the Lender. The Borrowers Each US Borrower shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender on such response.
(c) Each US Borrower shall give both oral and written notice to Lender immediately upon its receipt of any notice of, or its otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material where notice of such occurrence would be required to be given by a US Borrower to an applicable governmental authority or any other person under Environmental Laws 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 it 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 it or its business, operations or assets or any properties at which it transported, stored or disposed of any Hazardous Materials.
(d) Without limiting the generality of the foregoing, whenever the Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of the Borrowers a US Borrower in order to avoid any material non-compliance, with any Environmental Law, the Borrowers such US Borrower shall, at the Lender's ’s request and the Borrowers’ at such US Borrower’s expense: (i) cause an independent environmental engineer reasonably acceptable to the Lender to conduct such tests of the site where the Borrowers’ its non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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; thereof and (ii) provide to the Lender a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ its response thereto or the estimated costs thereof, shall change in any material respect.
(de) The Borrowers Each US Borrower shall indemnify and hold harmless the Lender, its US Collateral Agent and their respective directors, officers, employees, agents, invitees, representativesrepresentatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' legal fees and 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 of its property of the Borrowers and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Loan Agreement.
Appears in 1 contract
Samples: Loan Agreement (SMTC Corp)
Compliance with Laws, Regulations, Etc. (a) The Borrowers Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvalspermits, approvals and orders and other Permits applicable to them it and duly observe all requirements of any foreign, Federal, State or local Governmental Authoritygovernmental authority, including, without limitation, ERISA, the Occupational Safety and 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, without limitation, all of the Environmental Laws.
(b) The Borrowers Borrower shall give written notice to the Lender immediately upon the Borrowers’ receipt of any notice of, or the Borrowers’ 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 material non-monitor its continued compliance with all Environmental Laws in all of its operations, including regular reviews of such compliance by employees or violation agents of any Borrower who are familiar with the requirements of the Environmental Law by the Borrowers; 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 remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers Borrower to the Lender. The Borrowers Borrower shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender on such response.
(c) To the extent the circumstances could reasonably be expected to give rise to liability under Environmental Laws in excess of $250,000, 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 event involving the release, spill or discharge, 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, 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 Borrower or its business, operations or assets or any properties at which Borrower transported, stored or disposed of any Hazardous Materials.
(d) Without limiting the generality of the foregoing, whenever the Lender reasonably determines that there is material non-compliance, or any condition which requires any action by or on behalf of the Borrowers Borrower in order to avoid any material non-compliance, with any Environmental Law, the Borrowers Borrower shall, at the Lender's request and the Borrowers’ Borrower's expense: (i) cause an independent environmental engineer reasonably acceptable to the Lender to conduct such tests of the site where the Borrowers’ Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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; thereof and (ii) provide to the Lender a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(de) The Borrowers Borrower shall indemnify and hold harmless the Lender, its directors, officers, employees, agents, invitees, representativesrepresentatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and legal expenses) (to the extent they are not directly attributable to Lender's willful misconduct or gross negligence) 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 the Borrowers Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Loan Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Eagle Food Centers Inc)
Compliance with Laws, Regulations, Etc. (a) The Borrowers Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvalspermits, approvals and orders and other Permits applicable to them 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) The Borrowers shall give written notice At the reasonable request of Agent and in any event, to the Lender immediately upon the Borrowers’ receipt of any notice ofextent required by applicable law, or the Borrowers’ otherwise obtaining knowledge ofBorrower shall establish and maintain, (i) the occurrence of any event involving the releaseat its expense, 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 material non-a system to 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 Borrower who are familiar with the requirements of the Environmental Law by the Borrowers; 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 remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers Borrower to the LenderAgent. The Borrowers Borrower shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender Agent on such response.
(c) Without limiting the generality Borrower shall give both oral and written notice to Agent immediately upon Borrower's receipt of the foregoing, whenever the Lender reasonably determines that there is non-complianceany notice of, or any condition which requires any action by or on behalf of the Borrowers in order to avoid any non-complianceBorrower's otherwise obtaining knowledge of, with any Environmental Law, the Borrowers shall, at the Lender's request and the Borrowers’ expense: (i) cause an independent environmental engineer reasonably acceptable to the Lender to conduct such tests occurrence of any event involving the site where the Borrowers’ 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 Law by Borrower or (B) the Lender a report as to such non-compliance setting forth release, spill or discharge, threatened or actual, of any Hazardous Material or (C) the results of such testsgeneration, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof; and (ii) provide to the Lender a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ response thereto or the estimated costs thereof, shall change in any material respect.
(d) The Borrowers shall indemnify and hold harmless the 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 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 Borrower or its business, operations or assets or any property of the Borrowers and the preparation and implementation properties at which Borrower transported, stored or disposed of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 shall survive the payment of the Obligations and the termination of this Loan AgreementHazardous Materials.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) The Borrowers Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvalspermits, approvals and orders and other Permits applicable to them 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) The Borrowers shall give written notice At the reasonable request of Lender and in any event, to the Lender immediately upon the Borrowers’ receipt of any notice ofextent required by applicable law, or the Borrowers’ otherwise obtaining knowledge ofBorrower shall establish and maintain, (i) the occurrence of any event involving the releaseat its expense, 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 material non-a system to 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 Borrower who are familiar with the requirements of the Environmental Law by the Borrowers; 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 remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers Borrower to the Lender. The Borrowers Borrower shall take prompt and appropriate action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the 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 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, 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 Borrower or its business, operations or assets or any properties at which Borrower transported, stored or disposed of any Hazardous Materials.
(d) Without limiting the generality of the foregoing, whenever the Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of the Borrowers Borrower in order to avoid any material non-compliance, with any Environmental Law, the Borrowers Borrower shall, at the Lender's request and the Borrowers’ Borrower's expense: :
(i) cause an independent environmental engineer reasonably acceptable to the Lender to conduct such tests of the site where the Borrowers’ Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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; thereof and (ii) provide to the Lender a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(de) The Borrowers Borrower shall indemnify and hold harmless the Lender, its directors, officers, employees, agents, invitees, representativesrepresentatives, 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 the Borrowers Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Loan Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) The Borrowers Borrower and each Guarantor shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvals, orders and other Permits applicable to them it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority.
(b) The Borrowers Borrower and Guarantors shall give written notice to the Lender Agent immediately upon the Borrowers’ Borrower’s or any Guarantor’s receipt of any notice of, or the Borrowers’ Borrower’s or any Guarantor’s otherwise obtaining knowledge of, any of the following that has or could reasonably be expected to have a Material Adverse Effect: (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material; Material or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by the Borrowers; Borrower or any 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 Law. Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers Borrower or such Guarantor to the LenderAgent. The Borrowers Borrower and each Guarantor shall take prompt action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender Agent on such response.
(c) Without limiting the generality of the foregoing, whenever the Lender Agent reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of the Borrowers Borrower or any Guarantor in order to avoid any non-compliance, with any Environmental Law, the Borrowers Borrower shall, at the Lender's Agent’s request and the Borrowers’ Borrower’s expense: (i) cause an independent environmental engineer reasonably acceptable to the Lender Agent to conduct such tests of the site where the Borrowers’ non-compliance or alleged non-non compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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 the Lender Agent a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ Borrower’s or such Guarantor’s response thereto or the estimated costs thereof, shall change in any material respect.
(d) The Borrowers Borrower and each Guarantor shall indemnify and hold harmless Agent and the Lender, its Lenders and their respective directors, officers, employees, agents, invitees, representativesrepresentatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' ’ fees and 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 the Borrowers Borrower or any Guarantor and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 9.3 shall survive the payment of the Obligations and the termination of this Loan Agreement.
Appears in 1 contract
Samples: Second Lien Letter of Credit, Loan and Security Agreement (Lighting Science Group Corp)
Compliance with Laws, Regulations, Etc. (a) The Borrowers 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, approvalspermits, approvals and orders and other Permits applicable to them 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) The Borrowers Each Borrower shall establish and maintain, at its expense, a system to 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 agents of such Borrower who are familiar with the requirements of the Environmental Laws upon request of Lender, copies of all environmental surveys, audits, assessments, feasibility studies and results of 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) Each Borrower shall give both oral and written notice to the Lender immediately upon the Borrowers’ such Borrower's receipt of any notice of, or the Borrowers’ such 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; Material or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by the Borrowers; such 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 environmental, health or safety matter, which affects such Borrower or its business, operations or assets or any Properties at which such Borrower 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 remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers to the Lender. The Borrowers shall take prompt action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender on such responseHazardous Materials.
(cd) Without limiting the generality of the foregoing, whenever the Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of the Borrowers any Borrower in order to avoid any material non-compliance, with any Environmental Law, the Borrowers such Borrower shall, at the Lender's request and the Borrowers’ such Borrower's expense: :
(i) cause an independent environmental engineer reasonably acceptable to the Lender to conduct such tests of the site where the Borrowers’ such Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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; thereof and (ii) provide to the Lender a supplemental report of such engineer whenever the scope of such non-non- compliance, or the Borrowers’ such Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(de) The Borrowers Each Borrower shall indemnify indemnify, defend and hold harmless the Lender, its directors, officers, employees, agents, invitees, representativesrepresentatives, 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 Property of the Borrowers such Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Loan Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) The Borrowers Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvals, orders and other Permits applicable to them it and duly observe all requirements of any foreign, Federal, State or local Governmental Authority.
(b) The Borrowers Borrower shall give written notice to the Lender Agent immediately upon the Borrowers’ Borrower's receipt of any notice of, or the Borrowers’ 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; Material or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by the Borrowers; 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 remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers Borrower to the LenderAgent. The Borrowers Borrower shall take prompt action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender Agent on such response.
(c) Without limiting the generality of the foregoing, whenever the Lender Agent reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of the Borrowers Borrower in order to avoid any non-compliance, with any Environmental Law, the Borrowers Borrower shall, at the LenderAgent's request and the Borrowers’ Borrower's expense: :
(i) cause an independent environmental engineer reasonably acceptable to the Lender Agent to conduct such tests of the site where the Borrowers’ non-non- compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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 the Lender Agent a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(d) The Borrowers Borrower shall indemnify and hold harmless the Lender, its Agent and Lenders and their respective directors, officers, employees, agents, invitees, representativesrepresentatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and 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 the Borrowers Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 9.3 shall survive the payment of the Obligations and the termination of this Loan Agreement.
Appears in 1 contract
Compliance with Laws, Regulations, Etc. (a) The Borrowers Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvalspermits, approvals and orders and other Permits applicable to them it and duly observe all requirements of any foreign, Federal, State Provincial or local Governmental Authoritygovernmental authority, including, without limitation, all statutes, rules, regulations, orders, permits and stipulations relating to environmental pollution and employee health and safety, including, without limitation, all of the Environmental Laws except for any matter that Borrower is contesting in good faith by appropriate proceedings diligently pursued and which is not reasonably expected to have a material adverse effect on Borrower or its property, operations, business, prospects or conditions (financial or otherwise).
(b) The Borrowers 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) Borrower shall give both oral and written notice to the Lender immediately upon the Borrowers’ Borrower's receipt of any notice of, or the Borrowers’ Borrower's otherwise obtaining knowledge of, : (i) the occurrence of any event involving the actual release, spill or discharge, threatened or actual, discharge of any Hazardous MaterialMaterial that would be in violation of Environmental Laws; or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by the Borrowers; 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 remedial investigations shall be promptly furnishedMaterial, or caused to be furnished(C) the generation, by the Borrowers to the Lender. The Borrowers shall take prompt action to respond to use, storage, treatment, transportation, manufacture, handling, production or disposal of any material non-compliance with Hazardous Materials, or (D) any other environmental, health or safety matter, which affects any Borrower or its business, operations or assets or any properties at which Borrower transported, stored or disposed of the Environmental Laws and shall regularly report to the Lender on such responseany Hazardous Materials.
(cd) Without limiting the generality of the foregoing, whenever the Lender reasonably determines that there if is non-compliance, or any condition which requires any action by or on behalf of the Borrowers Borrower in order to avoid any material non-compliance, with any Environmental Law, the Borrowers Borrower shall, at the Lender's request and the Borrowers’ Borrower's expense: :
(i) cause an independent environmental engineer reasonably acceptable to the Lender to conduct such tests of the site where the Borrowers’ Borrower's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the 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 the Lender a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(de) The Borrowers Borrower shall indemnify and hold harmless the Lender, its directors, officers, employees, agents, invitees, representativesrepresentatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' legal fees and 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 the Borrowers Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section 8.3 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Loan Agreement.
Appears in 1 contract
Samples: Loan Agreement (Imax Corp)
Compliance with Laws, Regulations, Etc. (a) The Borrowers Borrower shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvals, orders and other Permits applicable to them 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, in each case where the failure to do so individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect.
(b) The Borrowers Borrower shall give written notice to the Lender Agent immediately upon the Borrowers’ Borrower's receipt of any notice of, or the Borrowers’ 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; Material other than in compliance with applicable Environmental Law or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by the BorrowersBorrower; 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 At Agent's request, copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers Borrower to the LenderAgent. The Borrowers Borrower shall take prompt action to respond to any material non-compliance with any of the Environmental Laws Laws, except where the failure to do so would not have a Material Adverse Effect, and shall regularly report to the Lender Agent on such response.
(c) Without limiting the generality of the foregoing, whenever the Lender Agent reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of the Borrowers Borrower in order to avoid any non-compliance, with any applicable Environmental LawLaw which could reasonably be expected to have a Material Adverse Effect, the Borrowers Borrower shall, at the LenderAgent's request and the Borrowers’ Borrower's expense: :
(i) cause an independent environmental engineer reasonably acceptable to the Lender Agent to conduct such tests an assessment of the site where the Borrowers’ non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Lender Agent a report as to such non-compliance setting forth the results of such testsassessment, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof; and (ii) provide to the Lender Agent a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ Borrower's response thereto or the estimated costs thereof, shall change in any material respect.
(d) The Borrowers Borrower shall indemnify and hold harmless the Lender, its Agent and Lenders and their respective directors, officers, employees, agents, invitees, representativesrepresentatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and 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 the Borrowers Borrower and the preparation and implementation of any closure, remedial or other required plans, except that Borrower shall not have any obligation under this Section 9.3(d) to indemnify any person hereunder with respect to a matter covered hereby resulting from the gross negligence or willful misconduct of such person as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. All representations, warranties, covenants and indemnifications in this Section 8.3 9.3 shall survive the payment of the Obligations and the termination of this Loan Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Franks Nursery & Crafts Inc)
