Environment, Health, and Safety Matters a. To TST's Knowledge, each of TST, its Subsidiaries, and their respective predecessors and Affiliates has complied and is in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements.
b. To TST's Knowledge, without limiting the generality of the foregoing, each of TST, any of its Subsidiaries, and their respective Affiliates, has obtained, has complied, and is in compliance with, in each case in all material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such material permits, licenses and other authorizations is set forth on the attached "Environmental and Safety Permits Schedule."
c. To TST's Knowledge, none of TST, any of its Subsidiaries, or their respective Affiliates has received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
d. Except as set forth on the attached "Environmental and Safety Matters Schedule", to TST's Knowledge, none of the following exists at any property or facility operated by TST or any of its Subsidiaries:
(1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
e. To TST' Knowledge, none of TST, any of its Subsidiaries, or any of their respective predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensiv...
Environment, Health, and Safety Matters. Except as set forth on -------------------------------------- the Environmental and Safety Permits Schedule attached hereto: -----------------------------------------
(a) To the knowledge of the Company, each of the Company, its Subsidiaries, and their respective Affiliates has complied in all material respects and is in compliance in all material respects with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, to the knowledge of the Company, each of the Company, its Subsidiaries and their respective Affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on the attached "Environmental ------------- and Safety Permits Schedule." ---------------------------
(c) Neither the Company, its Subsidiaries, nor their respective Affiliates has received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) To the knowledge of the Company, none of the following exists at any property or facility owned or operated by the Company or its Subsidiaries: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(e) To the knowledge of the Company, none of the Company, its Subsidiaries, or their respective predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including, without limitation, any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to liabilities, including any liability for response costs, corrective action costs, personal injury, property damage, natural reso...
Environment, Health, and Safety Matters. Seller is in compliance and has complied, in each case in all material respects, with all Environmental, Health, and Safety Requirements relating to the Acquired Assets.
Environment, Health, and Safety Matters. Except as set forth on Schedule 5.19(a), LED Supply is in compliance, in all material respects with all applicable Environmental, Health, and Safety Requirements.
(a) Without limiting the generality of the foregoing, LED Supply holds and maintains, and has at all times in the past three (3) years held and maintained, and has in the past three (3) years complied and is in compliance with, in each case in all material respects, all Permits that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business.
(b) Except as set forth on Schedule 5.19(b), LED Supply has not received any unresolved written or, to the Knowledge of LED Supply, oral, notice regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential Liabilities relating to it or its facilities arising under Environmental, Health, and Safety Requirements.
(c) Except as set forth on Schedule 5.19(c), to the Knowledge of LED Supply, none of the following exists at any property or facility currently operated by LED Supply: (i) underground storage tanks, (ii) asbestos containing material in any friable and damaged form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas. All on-site and off-site locations where, to the Knowledge of LED Supply, LED Supply has stored, disposed, or arranged for the disposal of Hazardous Materials are identified in Schedule 5.19(c).
(d) There is no Environmental Claim (as defined below) pending, or to the Knowledge of LED Supply, threatened, against LED Supply or against any person or entity whose liability for such Environmental Claim LED Supply has retained or assumed either contractually or by operation of law. As used in this Agreement, “Environmental Claim” shall mean any written notice by a person or entity alleging potential liability (including potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from (i) the presence, or release into the environment, of any material or form of energy at any location, whether or not owned by LED Supply, or (ii) any violation of or alleged violation of or alleged Liability under any Environmental, Health, and Safety Requirements.
(e) LED Supply has...
Environment, Health, and Safety Matters. To its Knowledge, ALSC is, and has been, in compliance with all applicable Environmental Laws, (ii) there is no action relating to or arising under Environmental Laws that is pending or, to the Knowledge of Borrower or ALSC, threatened against Borrower or ALSC or any real property currently operated or leased by Borrower or ALSC, (iii) neither Borrower nor ALSC has received any notice of or entered into any obligation, liability, order, settlement, judgment, injunction or decree relating to or arising under Environmental Laws and (iv) to Borrower’s Knowledge, no facts, circumstances or conditions exist with respect to Borrower or ALSC including at any property currently or formerly owned, operated or leased by Borrower or ALSC that could result in Borrower or ALSC incurring liabilities under Environmental Laws.
Environment, Health, and Safety Matters. (a) Except as set forth in Part 2.14(a) of the Company Disclosure Schedule, the Company and its Subsidiaries are in compliance with Environmental, Health, and Safety Requirements, except for such noncompliance as would not have a material adverse effect on the financial condition of the Company and its Subsidiaries individually or in the aggregate.
(b) Except as set forth in Part 2.14(b) of the Company Disclosure Schedule, the Company and its Subsidiaries have not received any written notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the Company or its Subsidiaries or their Facilities arising under Environmental, Health, and Safety Requirements and the Company and its Subsidiaries are not aware of any conditions, circumstances or activities that threaten to result in such liabilities.
(c) This Section 2.14 contains the sole and exclusive representations and warranties of the Company with respect to any environmental, health, or safety matters, including without limitation any arising under any Environmental, Health, and Safety Requirements.
Environment, Health, and Safety Matters a. The Company and the JAG Subsidiaries are in compliance with Environmental, Health, and Safety Requirements, except for such noncompliance as would not have a Material Adverse Effect on the financial condition of the Company and the
Environment, Health, and Safety Matters. (i) Each of the Target, the Subsidiary, and their respective predecessors and Affiliates has complied and is in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements.
(ii) Without limiting the generality of the foregoing, each of the Target, the Subsidiary, and their respective Affiliates, has obtained, has complied, and is in compliance with, in each case in all material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business.
(iii) None of the Target, the Subsidiary, or their respective Affiliates has received any written notice, report or other written information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(iv) The Target, the Subsidiary and their respective Affiliates, have not, and have no knowledge of any other Person who has caused any release, threatened release, or disposal of any Hazardous Material on, in, at, under, or from any real property or leased property associated with the business and none of such property is adversely affected by any release, threatened release, or disposal of a Hazardous Material. Neither the Target, the Subsidiary or their respective Affiliates have transported or arranged for the transportation for storage, treatment or disposal of any Hazardous Materials to any location, nor is the Target, the Subsidiary or their respective Affiliates liable for any response or corrective action, natural resource damage or other harm pursuant to Environmental, Health and Safety Requirements and there are no conditions or circumstances at any lease property associated with the business which poses a risk to the environment or to the health or safety of Persons.
Environment, Health, and Safety Matters. (a) The Company is in compliance with Environment, Health, and Safety Requirements (as defined below), except for such noncompliance as would not have a Material Adverse Effect.
(b) The Company has not received any written notice, report, or other information regarding any actual or alleged violation of Environment, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the Company or its facilities arising under Environment, Health, and Safety Requirements, the subject of which could have a Material Adverse Effect For purposes of this Agreement, "Environment, Health, and Safety Requirements" means all federal, state, local and foreign statutes, regulations, and ordinances ("Laws") concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, as such Laws are enacted and in effect on or prior to the Closing Date.
Environment, Health, and Safety Matters. (a) To the Knowledge of Stockholder, the Company and the GCI SUBSIDIARY are in compliance with Environmental, Health, and Safety Requirements, except for such noncompliance as would not have a Material Adverse Effect on the financial condition of the Company and the GCI SUBSIDIARY taken as a whole.
(b) To the Knowledge of Stockholder, the Company and the GCI SUBSIDIARY have not received any written notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the Company or the GCI SUBSIDIARY or their facilities arising under Environmental, Health, and Safety Requirements, the subject of which would have a Material Adverse Effect on the financial condition of the Company and the GCI SUBSIDIARY taken as a whole.
