Environmental and Health and Safety Matters. (a) Except as set forth on Schedule 3.24:
Environmental and Health and Safety Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Comcast Material Adverse Effect: (i) none of the Comcast Transferors (with respect to the Contributed Comcast Subsidiaries, the Comcast Assets or the Contributed Comcast Businesses), the Contributed Comcast Subsidiaries or the Comcast Assets (except for the Comcast Leased Real Property) is subject and, to the Knowledge of Comcast, no Comcast Leased Real Property is subject, to a written notice, notification, demand, citation, summons, request for information, investigation or order from, or agreement with, any Governmental Authority, or has been assessed any penalty or fine in the last five (5) years, in each case, relating to any Environmental Law, Environmental Permit or Hazardous Material; (ii) there has been no release, discharge, migration or disposal of Hazardous Materials on, at, to, under or from (including offsite disposal or arrangement for the disposal from) the Comcast Real Properties or, to the Knowledge of Comcast, real properties formerly owned, leased or operated by the Contributed Comcast Subsidiaries or otherwise used in the Contributed Comcast Businesses; (iii) there are no Actions pending or threatened against the Comcast Transferors (with respect to the Contributed Comcast Subsidiaries, the Comcast Assets or the Contributed Comcast Businesses), the Comcast Assets or the Contributed Comcast Subsidiaries, in each case, relating to any Environmental Law, Environmental Permit or Hazardous Material; (iv) the Comcast Transferors (with respect to the Comcast Assets or the Contributed Comcast Businesses), the Contributed Comcast Subsidiaries, the Comcast Assets and the Contributed Comcast Businesses have operated for the last five (5) years and are operating in compliance with applicable Environmental Laws including obtaining and maintaining all Environmental Permits; (v) there are no Liabilities of the Comcast Transferors (with respect to the Comcast Assets or the Contributed Comcast Businesses) or the Contributed Comcast Subsidiaries or otherwise relating to the Contributed Comcast Businesses, in each case, with respect to any Environmental Law, Environmental Permit or Hazardous Material; and (vi) there are no financial assurance requirements pertaining to the Contributed Comcast Businesses or the Comcast Assets (including, to the Knowledge of Comcast, the Comcast Leased Real Property) under any Environmental Law or Environmental Permi...
Environmental and Health and Safety Matters. Except as set forth on Schedule 5.5, or as would not, individually or in the aggregate, have a Material Adverse Effect:
Environmental and Health and Safety Matters. Except ------------------------------------------- for matters which could not reasonably be expected to have a Material Adverse Effect, (i) the operations of any Borrower and each of its Subsidiaries comply with (A) all applicable Environmental Laws and (B) all applicable Occupational Safety and Health Laws; (ii) none of the operations of any Borrower or any of its Subsidiaries are subject to any judicial, governmental, regulatory or administrative proceeding alleging the violation of any Environmental Law or Occupational Safety and Health Law; (iii) none of the operations of any Borrower or any of its Subsidiaries is the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to (A) any spillage, disposal or release into the environment of any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance, or (B) any unsafe or unhealthful condition at any premises of any Borrower or such Subsidiary; (iv) neither any Borrower nor any of its Subsidiaries has filed any notice under any Environmental Law or Occupational Safety and Health Law indicating or reporting (A) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance or (B) any unsafe or unhealthful condition at any premises of any Borrower or such Subsidiary; and (v) neither any Borrower nor any of its Subsidiaries has any known contingent liability in connection with (A) any spillage, disposal or release into the environment of, or otherwise with respect to, any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance or (B) any unsafe or unhealthful condition at any premises of any Borrower or such Subsidiary.
Environmental and Health and Safety Matters. Except for those matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect: (i) each of Purchaser and its subsidiaries is, and has been, in compliance with all applicable Environmental Laws (as hereinafter defined), which compliance includes the possession, maintenance, and compliance with all permits, licenses, authorizations or similar approvals required by Environmental Laws and (ii) there is no investigation, suit, claim, action or proceeding pending, or, to the knowledge of Purchaser, threatened against or affecting Purchaser or any of its subsidiaries or any real property owned, operated or leased by Purchaser or any of its subsidiaries relating to or arising under Environmental Laws; (iii) to the knowledge of Purchaser, neither Purchaser nor any of its subsidiaries has received any notice of or entered into or assumed by contract or operation of law or otherwise, any obligation, liability, order, settlement, judgment, injunction or decree relating to or arising under Environmental Laws; (iv) Purchaser is not aware of any facts, circumstances or conditions relating to the operations of Purchaser or any subsidiary or any real property currently or formerly owned, operated or leased by or for Purchaser that could reasonably be expected to result in Purchaser or subsidiaries incurring liabilities, losses or damages under Environmental Laws; (v) the transactions contemplated by this Agreement do not trigger or otherwise require compliance with the Industrial Site Recovery Act, 13 N.J. Sta. Ann.ss.13:1K-6 and (vi) Purchaser has made available to Seller copies xx any environmental, health and safety assessments, audits, investigation or similar reports relating to Purchaser, any subsidiary or any real property owned, operated or leased by Purchaser or any subsidiary. For purposes of this Agreement: "Environmental Laws" means all applicable Laws pertaining to the environment, preservation or reclamation of natural resources, or to human health and safety, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.ss. 9601 et seq.), the Hazardous Materials Transportation Act (00 X.X.X. App.ss. 1801 et seq.), the Resource Conservation and Recovery Act (42 X.X.X.ss. 6901 et seq.), the Clean Water Act (33 U.S.C.ss. 1251 et sex.), xxx Clean Air Act (42 U.S.C.ss. 7401 et seq.), xxx Xoxic Substances Control Act (15 U.S.C.sx. 00...
Environmental and Health and Safety Matters. Except for those matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each of the Company and its subsidiaries is, and has been, in compliance with all applicable Environmental Laws (as hereinafter defined), which compliance includes the possession, maintenance, and compliance with all permits, licenses, authorizations or similar approvals required by Environmental Laws and (ii) there is no investigation, suit, claim, action or proceeding pending, or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries or any real property owned, operated or leased by the Company
Environmental and Health and Safety Matters. (a) As used in this Section 2.25(a) and Section 9.1(b) all terms appearing in initial capitals shall have the meaning given them in Section 2.25(b) hereof. With respect to the Business and the Facilities, (i) to the knowledge of Seller, the operations of Seller comply with all applicable environmental, health and safety statutes, treaties, conventions, rules, ordinances, and regulations in all jurisdictions in which Seller conducts business, including, without limitation, all Environmental Laws applicable to the jurisdictions in which operations are conducted; (ii) none of the operations of Seller are subject to any judicial or administrative proceeding alleging the violation of any Environmental Law; (iii) none of the operations of Seller are the subject of any federal or state investigation evaluating whether any Remedial Action is needed to respond to a Release of any Contaminant or other substance into the environment; (iv) Seller has not filed any notice under any Environmental Law applicable to the jurisdiction in which operations of Seller are conducted indicating past or present treatment, storage or disposal of a hazardous waste or reporting a Release of a Contaminant or other substance into the environment; (v) Seller has no contingent liability in connection with any Release of any Contaminant or other substance into the environment, including, without limitation, any contingent liability for failure to report a Release; (vi) none of the operations of Seller involve the generation, transportation, treatment or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 (in effect as of the date of this Agreement) or any state equivalent thereof, in violation of any Environmental Law applicable to the jurisdiction in which operations of Seller are conducted, including, without limitation, statutes, regulations and laws pertaining to permits and manifests; (vii) Seller has not disposed of any hazardous waste or substance or other material by placing it in or on the ground or waters of any premises owned, leased or used by Seller in violation of any Environmental Law applicable to the jurisdiction in which operations of Seller are conducted nor has any lessee or prior owner; (viii) to the knowledge of Seller, no underground storage tanks or surface impoundments are, on any of the locations upon which the operations of Seller are conducted, in violation of any Environmental Law applicable to the jurisdiction in which operations of Seller a...
Environmental and Health and Safety Matters. Except as described on Schedule 4.26, Papetti's Hygrade and the Acquired Companies are in substantial compliance with all applicable material laws and regulations related to the environmental, health and safety (including the United States Food and Drug Administration ("FDA") and state and local health laws), all required governmental permits have been obtained and are in effect, and no on-site storage, treatment or disposal of hazardous waste or material has been made (except in compliance with applicable laws and regulations). To Papetti's Hygrade and the Acquired Entities' knowledge after reasonable inquiry, there are no pending actions, proceedings or notices of potential action, and Papetti's Hygrade and the Acquired Entities have no knowledge of any facts that may lead to actions, proceedings or notices of potential action from any governmental agency regarding the condition of the properties leased by or personal property owned by Papetti's Hygrade and the Acquired Entities under environmental, health or safety laws (including FDA and state and local health laws), which Papetti's Hygrade and the Acquired Entities reasonably anticipate could have a Material Adverse Effect with respect to Papetti's Hygrade and the Acquired Entities, taken as a whole. To the knowledge of Papetti's Hygrade and the Acquired Entities after reasonable inquiry, Papetti's Hygrade and the Acquired Entities have lawfully disposed of their waste, including all hazardous substances and petroleum, and have no knowledge of any pending or threatened proceedings concerning waste disposal by Papetti's Hygrade and the Acquired Entities. Except as described on Schedule 4.26, there are no underground storage tanks, PCBs, asbestos, radon gas, harmful nuclear radiation, or hazardous wastes present on the properties leased by or personal property owned by Papetti's Hygrade and the Acquired Entities. All of Papetti's Hygrade and the Acquired Entities' products are labelled in accordance with FDA requirements.
Environmental and Health and Safety Matters. Except as described on Schedule 5.15, Michxxx xxx Acquisition are in substantial compliance with all applicable material laws and regulations related to environmental, health and safety laws (including the FDA and state and local health laws), all required governmental permits have been obtained and are in effect, and no on-site storage, treatment or disposal of hazardous waste or material has been made (except in compliance with applicable laws and regulations). To Michael's and Acquisition's knowledge after reasonable inquiry, there are no pending actions, proceedings or notices of potential action, and Michxxx xxx Acquisition have no knowledge of any facts that may lead to actions, proceedings or notices of potential action from any governmental agency regarding the condition of the properties leased by or personal property owned by Michxxx xxx Acquisition under environmental, health or safety laws (including FDA and state and local health laws), which Michxxx xxx Acquisition reasonably anticipate could have a Material Adverse Effect with respect to Michxxx. Xo the knowledge of Michxxx xxx Acquisition after reasonable inquiry, Michxxx xxx Acquisition have lawfully disposed of their waste, including all hazardous substances and petroleum, and have no knowledge of any pending or threatened proceedings concerning waste disposal by Michxxx xx Acquisition.
Environmental and Health and Safety Matters. Except for those matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each of the Company and its subsidiaries is, and has been, in compliance with all applicable Environmental Laws (as hereinafter defined), which compliance includes the possession, maintenance, and compliance with all permits, licenses,
