Compliance With Legislation Regulating Environmental Quality. (a) None of the following exists at, on, under or around any of the Facilities:
(i) toxic wastes or other toxic or hazardous substances or materials;
(ii) asbestos-containing materials in any form or condition;
(iii) materials or equipment containing polychlorinated biphenyls; or
(iv) wetlands.
(b) The Facilities have been maintained in compliance with all applicable Environmental and Safety Requirements.
(c) Seller has not received any written notice, report or other information regarding any liabilities or potential liabilities it may have (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, arising under any Environmental and Safety Requirements.
(d) Seller has obtained and complied with, and is in compliance with, all Permits and other authorizations that may be required pursuant to any Environmental and Safety Requirements for the occupation of the Facilities or the operation of the Business.
(e) No facts, events or conditions relating to any of the Purchased Assets or the past or present Facilities or operations of the Business will prevent, hinder or limit continued compliance with Environmental and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to the Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including relating to on-site or off-site releases or threatened releases of hazardous or otherwise regulated materials, substances or wastes, personal injury, property damage or natural resources damage.
(f) Neither this Agreement nor the transactions contemplated by the Transaction Documents impose any obligations for off-site investigation or cleanup, or notification to or consent of any governmental entity or third party pursuant to any Environmental and Safety Requirements.
(g) Seller has not expressly or by operation of law assumed or undertaken any liability or corrective or remedial obligations of any other Person relating to Environmental and Safety Requirements.
(h) No Encumbrance relating to any liability of the Purchased Assets, the Business or any other Person arising under Environmental and Safety Requirements, has attached to the Business or any property owned, leased or operated by Seller.
Compliance With Legislation Regulating Environmental Quality. (a) To the knowledge of Seller with respect to the Facilities (as defined below): (i) there has not been any release (as defined in 42 U.S.C. Section9601(22)) or other discharge or disposal of chemicals, petroleum, asbestos, PCBs, radon or other toxic, hazardous, or regulated wastes, substances, or materials (collectively, "Hazardous Substances") at, in, on, under or from the Facilities except in compliance with Environmental Laws; (ii) no such Hazardous Substances are being stored or otherwise are present at, in, on or under the Facilities except in compliance with Environmental Laws; (iii) the Facilities are and have been maintained in compliance with all applicable federal, state and local environmental protection, occupational, health and safety or similar laws, regulations, ordinances, licenses and other restrictions (collectively, "Environmental Laws"), including, without limitation, the Federal Water Pollution Control Act (33 U.S.C. SectionSection1251 et seq.), Resource Conservation and Recovery Act (42 U.S.C. SectionSection6901 et seq.), Safe Drinking Water Act (21 U.S.C. Section349, 42 U.S.C. SectionSection201, 300f), Toxic Substances Control Act (15 U.S.C. SectionSection2601 et seq.), Clean Air Act (42 U.S.C. SectionSection7401 et seq.), and Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. SectionSection9601 et seq.); and (iv) there are no suits, actions, proceedings, demands, notices, or other claims, either pending or threatened or reasonably anticipated to be made, which relate to the Facilities and to Hazardous Substances or Environmental Laws, or which are against Seller with respect to the GBO Included Business or which are against any of the GBO Subsidiaries and which relate to Hazardous Substances or Environmental Laws.
Compliance With Legislation Regulating Environmental Quality. To the Seller's Knowledge, there are no toxic wastes or other toxic or hazardous substances or materials being stored or otherwise held in or on any of the Seller's facilities, or which have migrated from the Seller's facilities, whether contained in ambient air, surface water, groundwater, land surface or subsurface strata. To the Seller's Knowledge, the Seller's facilities have been maintained in material compliance with all federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, and local environmental protection, occupational, health and safety or similar laws ordinances, restrictions, licenses and regulations, including, but not limited to, the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Safe Drinking Water Act, Toxic Substances Control Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), and similar state laws. The Seller has not disposed or arranged (by contract, agreement or otherwise), within the meaning of Section 107(a)(3) of CERCLA, for the disposal of any material or substance that was generated or used by the Seller at any off-site location that has been or is listed or proposed for inclusion on the National Priority List promulgated pursuant to CERCLA or any list promulgated by any Governmental Entity for the purpose of identifying sites which pose an imminent danger to health and safety. The Seller has delivered to the Purchaser true and complete copies of all environmental studies, reports and analyses made or prepared, in the last five (5) years relating to Acquired Assets.
Compliance With Legislation Regulating Environmental Quality. 28 5.28. Vacation Time, Bonuses, Etc...................................28 5.29. Compensation..................................................28 5.30. Material Misstatements Or Omissions...........................29 5.31. No Material Adverse Effect....................................29 5.32.
Compliance With Legislation Regulating Environmental Quality. Except in compliance with Law, there are no toxic wastes or other toxic or hazardous substances or materials being stored or otherwise held in or on any of the Facilities, nor to the best of Sellers' knowledge have such wastes, substances or materials migrated from the Facilities, whether contained in ambient air, surface water, groundwater, land surface or subsurface strata. To the best of Sellers' knowledge, the Facilities have been maintained in compliance with all federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses and regulations, including but not limited to the Federal Water Pollution Control Act (33 U.S.C. ss.1251 et seq.), Resource Conservation & Recovery Act (42 U.S.C. ss.6901 et seq.), Safe Drinking Water Act (42 U.S.C. ss.300f et seq.), Toxic Substances Control Act (15 U.S.C. ss.2601 et seq.), Clean Air Act (42 U.S.C. ss.7401 et seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. ss.9601 et seq.) ("CERCLA"), and similar state laws. The Company and its Subsidiaries have not disposed or arranged (by contract, agreement or otherwise), within the meaning of Section 107(a)(3) of CERCLA, for the disposal of any material or substance that was generated or used by the Company or any Subsidiary at any off-site location that has been or is listed or proposed for inclusion on the National Priority List promulgated pursuant to CERCLA or any list promulgated by any Governmental Entity for the purpose of identifying sites which pose an imminent danger to health and safety. Sellers have delivered to Buyer true and complete copies of all environmental studies, reports and analyses made or prepared, to Sellers' knowledge, in the last five years relating to the Company or its assets or any Subsidiary or its assets.
Compliance With Legislation Regulating Environmental Quality. (a) For the purposes of this Agreement, the term "Environmental Laws" shall mean all federal, foreign, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations and permit conditions, including but not limited to the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Safe Drinking Water Act, Toxic Substances Control Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know or other United States or foreign, federal, state, province, or local laws of similar effect, each as amended as of the Effective Time, and the term "Hazardous Materials" shall mean any hazardous or toxic substances, wastes or materials, including without limitation petroleum or petroleum products, defined as such or regulated by any applicable Environmental Law or governmental agencies.
Compliance With Legislation Regulating Environmental Quality. All plants, offices, manufacturing facilities, stores, warehouses, improvements, administration buildings, and real property and related facilities of Company, whether currently or previously owned, operated or leased by Company (collectively, the "Facilities") are, and at all times owned, operated or leased by Company, have been maintained and operated in material compliance with all applicable federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, orders, regulations and licenses (collectively "Environmental Laws") including but not limited to the Federal Water Pollution Control Act (33 U.S.C sec. 1251 et seq. ), Resource Conservation & Recovery Act (42 U.S.C. sec. 6901 et seq.), Safe Drinking Water Act (21 U.S.C. sec. 349, 42 U.S.C. sec.sec. 201, 300f), Toxic Substances Control Act (15 U.S.C. sec. 2601 et seq.), Clean Air Act (42 U.S.C. sec. 7401 et seq.), and Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. sec. 9601 et seq.). No materials, substances, or products have been at any time placed, held, located, disposed of or released on, under, at, within, or about the Facilities which may reasonably be expected to result in a regulatory agency or other governmental entity requiring clean up, removal or other remedial action by Company under Environmental Laws. No litigation, administrative enforcement actions, proceedings or notices of potential liability have been received, served, filed or threatened against Company relating to any material damage, contribution, cost recovery, compensation, loss or injury resulting from any hazardous or toxic substance, waste or material (collectively, "Hazardous Materials") or arising out of the use, generation, storage, treatment, release, discharge, transportation, handling or disposal of Hazardous Materials or resulting from a violation or alleged violation of Environmental Laws.
Compliance With Legislation Regulating Environmental Quality. To the knowledge of the Company, the Partnership and TransWestern, there are no toxic wastes or other toxic or hazardous substances or materials being stored or otherwise held on, under or about any of the real properties owned, leased or used by the Company, the Partnership or TransWestern (the "Facilities"). The Partnership has maintained the Facilities in compliance in all material respects with all federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses and regulations, including but not limited to the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), Resource Conservation & Recovery Act (42 U.S.C. Section 6901 et seq.), Safe Drinking Water Act (21 U.S.C. Section 349, 42 U.S.C. Sections 2019 300f), Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), Clean Air Act (42 U.S.C. Section 7401 et seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.), California Health & Safety Code (Section 25100 et seq., Section 39000 et seq.), and California Water Code (Section 13000 et seq.). Neither the Company, the Partnership nor TransWestern is engaged in any printing or manufacturing activities.
Compliance With Legislation Regulating Environmental Quality. Except where non-compliance is not reasonably likely to have a Material Adverse Effect on the Company, the facilities which currently are owned, operated or leased by the Company, are, and, to the knowledge of the Company, at all times have been, maintained and operated in compliance with all applicable federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, orders, regulations and licenses (collectively "Environmental Laws") including but not limited to the Federal Water Pollution Control Act (33 U.S.C. ss. 1251 et seq.), Resource Conservation & Recovery Act (42 U.S.C. ss. 6901 et seq.), Safe Drinking Water Act (21 U.S.C. ss. 349, 42 U.S.C. xx.xx. 201, 300f), Toxic Substances Control Act (15 U.S.C. ss. 2601 et seq.), Clean Air Act (42 U.S.C. ss. 7401 et seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. ss. 9601 et seq.), California Health & Safety Code (ss. 25100 et seq., ss. 39000 et seq.), and California Water Code (ss. 13000 et seq.). To the knowledge of the Company, no materials, substances, or products have been at any time placed, held, located disposed of or released on, under, at, within, or about the facilities which may reasonably be expected to result in a regulatory agency or other governmental entity requiring clean up, removal or other remedial action by the Company under Environmental Laws with such exceptions as would not in the aggregate have a material adverse effect on the Company. To the knowledge of the Company, no hazardous or toxic substance, waste or material (collectively "Hazardous Materials") has at any time been used, stored, treated, transported or handled by the Company or any of its consultants, contractors or agents on, under, at, within, or about the facilities except Hazardous Materials that are used, stored, treated, transported or handled on, under, at, within or about the Facilities in material compliance with Environmental Laws. No litigation, administrative enforcement actions, proceedings or notices of potential liability have been (x) received, served or, to the best knowledge of the Company, filed or threatened against the Company or (y) to the actual knowledge of the Company, received, served, filed or threatened against any predecessor business or landowner or with respect to any facility owned or leased by the Company, in each case, relating to damage, contribution, cost recovery, compensation, loss or inj...
Compliance With Legislation Regulating Environmental Quality. There are no toxic wastes or other toxic or hazardous substances or materials being used, stored or otherwise held on, under or about any portion of the facilities occupied by the Company or Lighting except as set forth in the Disclosure Schedule. Each facility occupied by the Company or Lighting has been maintained, used and operated by the Company and Lighting in compliance with all federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses and regulations ("Environmental Law"). Neither the Company nor Four Star has received written notice of, or, to the knowledge of the Selling Shareholders, is the subject of, any actions, claims, investigations, demands, or notices by any person alleging liability under or non-compliance with any Environmental Law.
