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 Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements. f. Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction- triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Brokat Aktiengesellschaft), Stock Purchase Agreement (Brokat Infosystems Ag)
Environment, Health, and Safety Matters. a. Except as set forth on Section 4.19 of the Paladin Disclosure Schedule:
(a) To TST's Knowledgethe knowledge of Paladin OP, each of TST, its Subsidiaries, Paladin OP and their respective predecessors and Affiliates the Subsidiaries has complied and is in compliance, in each case in all material respects, compliance with all Environmental, HealthEnvironmental Laws, and Safety Requirements.no facts or circumstances currently exist that would prevent such compliance in the future;
b. To TST's Knowledge, without (b) Without limiting the generality of the foregoing, to the knowledge of Paladin OP, each of TST, any of its Subsidiaries, Paladin OP and their respective Affiliates, the Subsidiaries has obtained, has complied, complied and is in compliance with, in each case in all material respects, all material permits, licenses and other authorizations Permits that are required pursuant to Environmental, Health, and Safety Requirements Environmental Laws for the occupation of its facilities and the operation of its business; a list , and, no facts or circumstances currently exist that would prevent compliance with such Permits in the future;
(c) To the knowledge of all such material permits, licenses and other authorizations is set forth on the attached "Environmental and Safety Permits Schedule."
c. To TST's KnowledgePaladin OP, none of TST, any of its Subsidiaries, the Paladin Parties or their respective Affiliates the Subsidiaries has received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety RequirementsEnvironmental Laws, or any material liabilities Liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)Liabilities, including any material investigatory, remedial or corrective obligations, relating to any of them or its their facilities arising under Environmental, Health, and Safety Requirements.Environmental Laws;
d. Except as set forth on (d) To the attached "Environmental and Safety Matters Schedule", to TST's Knowledgeknowledge of Paladin OP, none of the following exists at any property Paladin Parties 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 the Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any hazardous substanceHazardous Materials, or owned or operated any property or facility (and no such property or facility is contaminated by any such substanceincluding the Properties) in a manner that has given or would give rise to material liabilitiesLiabilities, including any material liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to Environmental Laws;
(e) To the Comprehensive Environmental Responseknowledge of Paladin OP, Compensation and Liability Act of 1980no Hazardous Materials are or, as amended ("CERCLA") at any time during Paladin OP’s or the Solid Waste Disposal ActSubsidiaries’ occupancy has been, as amended present or subject of a Release at, on, under or from any of the Properties or Leases in violation of any applicable Environmental Law, or in a manner that has given or would give rise to Liabilities, including response costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to Environmental Laws; and
("SWDA"f) or any other EnvironmentalTo the knowledge of Paladin OP, Health, and Safety Requirements.
f. Neither neither this Agreement nor the consummation of the transaction that is the subject of transactions contemplated by this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction- triggered" transaction-triggered or "responsible property transfer" Environmental, Health, and Safety Requirementstransfer requirements as set forth in Environmental Laws.
Appears in 2 contracts
Samples: Merger Agreement (Resource Real Estate Opportunity REIT, Inc.), Merger Agreement (Paladin Realty Income Properties Inc)
Environment, Health, and Safety Matters. a. To TST's Knowledgethe knowledge of the Company, each of TST, its Subsidiaries, the Company and their respective predecessors and Affiliates the Company Subsidiaries has complied and is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements.
b. To TST's Knowledge, without except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, each of TST, any of its Subsidiaries, the Company and their respective Affiliates, the Company Subsidiaries has obtained, has complied, and is in compliance with, in each case in all material respects, all material with 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; , except, in each case, where the failure to do so would not reasonably be expected to have or result in a list Material Adverse Effect. None 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, Company or their respective Affiliates the Company Subsidiaries 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 their facilities (including any currently or formerly owned or leased properties or for any property for which the Company could be deemed a successor by contract or operation of law) arising under Environmental, Health, and Safety Requirements.
d. Except as set forth . There are no conditions existing on the attached "Environmental and Safety Matters Schedule"currently or formerly owned or leased properties, to TST's Knowledge, none assets or businesses of the following exists at any property Company or facility operated by TST the Company Subsidiaries (including soils, groundwater, surfacewater, indoor air, buildings or any of its Subsidiaries:
(1other structures) 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 reasonably be expected to give rise to material liabilitiesany claim, including proceeding or action, or to any material liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Solid Waste Disposal Act, as amended ("SWDA") or under any other Environmental, Health, and Safety Requirements.
f. Neither this Agreement nor , except for any such conditions which would not reasonably be expected to have, individually or in the consummation aggregate, a Material Adverse Effect. No such properties, assets or businesses contain or contained any underground storage tanks, asbestos-containing material, lead products, or polychlorinated biphenyls, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has made available to the Parent all material reports and information prepared for or in the possession of the transaction that is the subject of this Agreement will result in Company or any material obligations for site investigation Company Subsidiary with respect to environmental, health, and safety matters concerning all currently or cleanupformerly owned or leased properties, assets or notification to or consent of government agencies or third parties, pursuant to any businesses of the so-called "transaction- triggered" or "responsible property transfer" Environmental, Health, Company and Safety Requirementsthe Company Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Fidelity National Financial Inc /De/)
Environment, Health, and Safety Matters. a. (a) To TST's Sellers' Knowledge, each of TSTLTEL, 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 (b) Without limiting the generality of the foregoing, each of TSTLTEL, 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 Section 4.26 of the attached "Environmental and Safety Permits Disclosure Schedule."
c. To TST's Knowledge(c) None of LTEL, 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. (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 owned or operated by TST LTEL 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(e) None of LTEL, 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 Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements.
f. (f) Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction- transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
Appears in 1 contract
Samples: Exchange Agreement (Fonix Corp)
Environment, Health, and Safety Matters. a. To TST's Knowledge21.1 Each Group Company has always abided by and now still abides by all environment, health and safety requirements during the course of business operation.
21.2 Without affecting the scope as stated above, 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, Group Company has obtained, has compliedalways abided by and now still abides by all permits necessary for business operation according to environment, health and safety requirements, including approval and opinions in the environmental impact assessment report, the finished environmental protection facilities inspection report, opinions or inspection certificate, pollutant discharge application and permits, and all permissions, permits and approvals with respect to safety matters of each Group Company (including fire fighting), if applicable; such permits are valid and have full effect, will not be completely or partially terminated, weakened or become terminable due to any transaction under this Agreement.
21.3 Each Group Company is not subject to any kind of responsibility in compliance withthe business caused by environment, in each case in all material respects, all material permits, licenses health 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 Subsidiariessafety requirements, or their respective Affiliates has received any written or oral noticeconcerning environment, report or other information regarding any actual or alleged material violation of Environmentalhealth and safety requirements, Healthno matter responsibility occurred, and Safety Requirements, or any material liabilities or potential material liabilities (whether accruedcontingent, absolute, contingentasserted, unliquidated identifiable or otherwise)other responsibilities; while there is no fact, including any material investigatorycondition, remedial circumstance or corrective obligations, relating a series of cases which are reasonably expected to cause such responsibilities or become the basis of such responsibilities. Investment Agreement 63
21.4 With respect to any of them matter concerning the business, no notice, announcement, request, information requirement, subpoena, summon or its facilities order with respect to or arising under Environmentalfrom environment, Healthhealth and safety requirements has been received, no complaint or punishment has been made, and Safety Requirementsno pending, potential investigation, action at law, claim, case, proceedings or review has been instituted by any government department or other person.
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 21.5 No hazardous materials have been temporarily 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, transportedpermanently discharged, handled, dumped, injected, pumped, buried, spilled, leaked, drained or released at, over or below the property currently or once used for the business. For the purpose of this Agreement, Hazardous Materials refer to all harmful or toxic materials, including: (i) any substancechemicals, including without limitation compounds, materials, mixtures or substances which are defined, listed or otherwise classified as harmful materials currently or in the future under any hazardous substanceapplicable law; (ii) petroleum, natural gas, natural gas liquid, liquefied natural gas, synthetic gas which can be used as fuel (or mixture of natural gas and that synthetic gas), ash formed from handling municipal solid waste by resource recycling facilities, drilled fluid, produced water and other waste concerning exploration, development and mining of crude oil, natural gas or geothermal resources; (iii) asbestos of any form; (iv) urea resin foam-plastic insulating materials; (v) any other chemicals, materials or substances of which the exposure is limited or regulated by any government department due to health and safety reasons and because of the quantity, density, physical or chemical characteristics, or owned which might cause immediate or operated any property or facility (potential major hazards to human health 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 Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") safety or the Solid Waste Disposal Act, as amended ("SWDA") environment if discharged to workplaces or any other Environmental, Health, and Safety Requirementsthe environment.
f. Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction- triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
Appears in 1 contract
Environment, Health, and Safety Matters. a. To TST's Knowledge, each (i) Each of TST, the Company and its Subsidiaries, Subsidiaries and their respective predecessors and Affiliates and all of the Real Property and the use and development thereof has complied in all material respects and is in compliance, in each case compliance in all material respects, respects with all Environmental, Health, and Safety Requirements.
b. To TST's Knowledge, without (ii) Without limiting the generality of the foregoing, each of TST, any of the Company and its Subsidiaries, Subsidiaries and their respective Affiliates, has obtained, has complied, and is in compliance with, in each case in all material respects, respects with all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities facilities, the development and use of the Real Property, and the operation of its business; a list .
(iii) None of all such material permits, licenses the Company 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, 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 Liabilities or potential material liabilities Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of them or its their facilities (including without limitation the Real Estate) 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 (iv) None of the following exists at any property or facility owned or operated by TST the Company 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) solid waste landfills, solid waste surface impoundments, or solid waste disposal areas.
e. (v) To TST' Knowledgethe Knowledge of the Company, none of TST, any of the Company and its Subsidiaries, 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 liabilitiesLiabilities, including any material liability Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney feesfees or any remedial or corrective obligation, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements.
f. Neither (vi) Except as set forth in Section 8(q) hereof, neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction- transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(vii) None of the Company and its Subsidiaries has assumed, undertaken, or otherwise become subject to, any Liability, including without limitation any obligation for corrective or remedial action, of any other person or entity relating to Environmental, Health, and Safety Requirements.
(viii) The Company has provided to the Buyer copies of all environmental reports, audits, assessments, and investigations, all wetlands related studies or sampling documents, and any other material environmental documents, related to the past or present facilities, properties or operations of the Company and its Subsidiaries or any of their respective predecessors, to the extent the foregoing are in the possession, custody, or control of the Company or any of the Company and its Subsidiaries.
Appears in 1 contract
Samples: Stock Purchase Agreement (Northland Cranberries Inc /Wi/)
Environment, Health, and Safety Matters. a. To TST's Knowledgethe Knowledge of the Company, each of TST, its Subsidiaries, the Company and their respective predecessors and Affiliates the Company Subsidiaries has complied and is in compliance, in each case in all material respects, compliance with all Environmental, Health, Health and Safety Requirements.
b. To TST's Knowledge, without except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, each of TST, any of its Subsidiaries, the Company and their respective Affiliates, the Company Subsidiaries has obtained, has complied, and is in compliance with, in each case in all material respects, all material with permits, licenses and other authorizations that are required pursuant to Environmental, Health, Health and Safety Requirements for the occupation of its facilities and the operation of its business; , except, in each case, where the failure to do so would not reasonably be expected to have or result in a list Material Adverse Effect. None 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, Company or their respective Affiliates the Company Subsidiaries has received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, 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 their facilities (including any currently or formerly owned or leased properties or for any property for which the Company could be deemed a successor by contract or operation of law) arising under Environmental, Health, Health and Safety Requirements.
d. Except as set forth . There are no conditions existing on currently or formerly owned or leased properties, assets or businesses of the attached "Environmental Company or the Company Subsidiaries (including soils, groundwater, surfacewater, indoor air, buildings or other structures) that would reasonably be expected to give rise to any claim, proceeding or action, or to any material liability under any Environmental, Health and Safety Matters Schedule"Requirements, except for any such conditions which would not reasonably be expected to TST's Knowledgehave, none of individually or in the following exists at aggregate, a Material Adverse Effect. No such properties, assets or businesses contain or contained 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 material, lead products, or condition, (3) materials or equipment containing polychlorinated biphenyls, except as would not reasonably be expected to have, individually or (4) landfillsin the aggregate, surface impoundments, a Material Adverse Effect. The Company has made available to the Parent all material reports and information prepared for or disposal areas.
e. To TST' Knowledge, none in the possession of TST, any of its Subsidiaries, the Company or any of their respective predecessors Company Subsidiary with respect to environmental, health and safety matters concerning all currently 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 formerly owned or operated any property leased properties, assets 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 Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements.
f. Neither this Agreement nor the consummation businesses of the transaction that is Company and the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction- triggered" or "responsible property transfer" Environmental, Health, and Safety RequirementsCompany Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Fidelity National Financial, Inc.)
Environment, Health, and Safety Matters. a. To TST's Knowledge4.21.1 Each of the Company and its Subsidiaries is and has been in compliance for the past five years in all material respects with all Environmental Laws, each of TST, its Subsidiaries, and their respective predecessors and Affiliates except for such non-compliance that has complied and is in compliance, in each case been resolved in all material respects, with all Environmental, Health, and Safety Requirements.
b. To TST's Knowledge, without 4.21.2 Without limiting the generality of the foregoing, each of TST, any of the Company and its Subsidiaries, and their respective Affiliates, Subsidiaries has obtained, has compliedcomplied in all material respects with, and is in compliance with, in each case in all material respectsrespects with, all material permits, licenses permits and other authorizations that are approvals under Environmental Law required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of business as currently and formerly conducted, and all such material permits, licenses permits and other authorizations is set forth on approvals are in full force and effect.
4.21.3 None of the attached "Environmental and Safety Permits Schedule."
c. To TST's Knowledge, none of TST, any of Company nor its Subsidiaries, or their respective Affiliates has received any written or oral notice, report or other information regarding notice of any actual or alleged material violation by the Company or its Subsidiaries of Environmental, Health, and Safety RequirementsEnvironmental Laws from any Governmental Authority or any other person, or any material liabilities or potential material liabilities of the Company or its Subsidiaries arising under or related to Environmental Laws (whether accruedincluding but not limited to liabilities arising in connection with employee exposure to Hazardous Materials, absolutepersonal injury, contingentdamage to real property, unliquidated or otherwisenatural resource damage and response costs), including any except for such violations and liabilities that have been resolved in all material investigatory, remedial or corrective obligations, relating to any of them or its facilities respects.
4.21.4 There are no material claims arising under Environmental, Health, and Safety Requirements.
d. Except as set forth on the attached "or related to Environmental and Safety Matters Schedule"Laws (“Environmental Claims”) pending or, to TST's Knowledge, none the Knowledge of the following exists at any property Company, threatened against the Company 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 against any person whose liability for any such Environmental Claim has been retained or assumed by the Company or its Subsidiaries. None of their respective predecessors or Affiliates the Company nor its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any hazardous substanceHazardous Materials, 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 resulted in any material, unresolved Environmental Claims or, to the Knowledge of the Company, would give rise to result in any material liabilitiesEnvironmental Claims, including any material liability for employee exposure to Hazardous Materials, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety RequirementsLaws.
f. 4.21.5 Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in trigger any material obligations requirement under Environmental Laws for site investigation or cleanup, or notification to or consent of government agencies Governmental Authority or third parties, pursuant to any of the so-called "transaction- triggered" transaction-triggered or "responsible property transfer" Environmentaltransfer Environmental Laws.
4.21.6 Notwithstanding any other provisions of this Agreement, HealthSection 4.21 contains the Sellers’ and the Company’s sole representations and warranties regarding environmental matters, including any matters related to Environmental Laws, Environmental Claims, and Safety RequirementsHazardous Materials.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Brightpoint Inc)
Environment, Health, and Safety Matters. a. Except as set forth on -------------------------------------- the Environmental and Safety Matters Schedule attached hereto: -----------------------------------------
(a) To TST's Knowledgethe knowledge of the Sellers and the Current Owners, each of TST, its Subsidiaries, the Sellers and their respective predecessors and Affiliates has complied in all material respects and is in compliance, in each case compliance in all material respects, respects with all Environmental, Health, and Safety Requirements.
b. To TST's Knowledge, without (b) Without limiting the generality of the foregoing, to the knowledge of the Sellers and the Current Owners, each of TST, any of its Subsidiaries, the Sellers and their respective Affiliates, Affiliates has obtained, has compliedobtained and complied with, 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 Matters Schedule.". -----------------------
c. To TST's Knowledge, none of TST, any of its Subsidiaries, or (c) Neither the Sellers nor their respective Affiliates has have 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 (d) To the attached "Environmental knowledge of the Sellers and Safety Matters Schedule", to TST's Knowledgethe Current Owners, none of the following exists at any property or facility owned or operated by TST or any of its Subsidiaries:
the Sellers: (1i) underground storage tanks, (2ii) asbestos-containing material in any friable and damaged form or condition, (3iii) materials or equipment containing polychlorinated biphenyls, or (4iv) landfills, surface impoundments, or disposal areas.
e. (e) To TST' Knowledgethe knowledge of the Sellers and the Current Owners, none of TST, any of its Subsidiariesthe Sellers, 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 including, without limitation 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 Comprehensive Environmental ResponseCERCLA, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements.
f. (f) Neither this Agreement the Sellers nor the consummation any of the transaction that is the their respective Affiliates has, either expressly or by operation of law, assumed, undertaken or otherwise become subject of this Agreement will result in to any material obligations liability, including, without limitation, any obligation for site investigation corrective or cleanupremedial action, or notification of any other Person relating to or consent of government agencies or third parties, pursuant to any of the so-called "transaction- triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(g) To the knowledge of the Sellers and the Current Owners, no facts, events or conditions relating to the past or present facilities, properties or operations of the Sellers or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including, without limitation, any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
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