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. (a) Except as set forth on Schedule 3.24:
(i) Each of the Company, the Subsidiary and, to the Knowledge of the Sellers, the Practice is and has been in material compliance at all times with all Environmental and Safety Requirements applicable to the Acquired Businesses or the Practice, and the Sellers have not received any notice, report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), or any corrective, investigatory or remedial obligations, arising under Environmental and Safety Requirements with respect to the past or present operations or properties of the Acquired Businesses or the Practice.
(ii) Each of the Company, the Subsidiary and the Practice has obtained, and is and has been in material compliance at all times with all terms and conditions of, all permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of the properties of the Acquired Businesses and the conduct of the operations of the Acquired Businesses.
(iii) None of the following exists at any property owned or occupied by the Company, the Subsidiary or the Practice which is used in, related to or necessary for the operations of any of the Acquired Businesses:
(A) asbestos-containing material in any form or condition;
(B) polychlorinated biphenyl-containing materials or equipment; or
(C) underground storage tanks.
(iv) The Subject Transactions do not impose any obligations under Environmental and Safety Requirements for site investigation or cleanup or notification to or consent of any Governmental Body or Person.
(v) No facts, events or conditions relating to the past or present properties or operations of the Acquired Businesses, the Practice or, to the Knowledge of the Sellers, properties contiguous thereto will (x) prevent, hinder or limit continued compliance by Purchaser with
Environmental and Health and Safety Matters. 3.13.1 Set forth on Schedule 3.13.1 attached hereto is a true, accurate and complete list of all real property owned or operated, currently or previously, by the Company since its incorporation with the dates of ownership or operation set forth (the "Property"). Those locations currently owned and operated by the Company (the "Current Property") are noted on Schedule 3.13.1.
3.13.2 Except as set forth in Schedule 3.13.2 attached hereto, the Company in its ownership and operation, as the case may be, of the Property have been at all times and are in compliance with the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments and Reauthorization Act, the Federal Water Control Act, the Occupational Safety and Health Act, and all other federal, state and local laws, regulations and ordinances, as amended, relating to pollution, safety, health or protection of the environment, including, without limitation, those relating to containment, emissions, discharges, releases or threatened releases of industrial, toxic or hazardous substances, materials or wastes or other pollutants, contaminates, petroleum products, asbestos, polychlorinated biphenyls ("PCBs"), or chemicals (collectively, "Hazardous Substances") into the environment (including without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacturing, processing, distribution, use, treatment, labeling, storage, disposal, abatement, transport or handling of Hazardous Substances (the "Environmental Laws").
3.13.3 The Company has obtained and is in full compliance with all permits, licenses and other consents or authorizations which are required with respect to the operation of the Business under the Environmental Laws, including without limitation those that are required to (a) operate or install any equipment or facilities and (b) generate, manufacture, formulate, store, treat, handle, transport, discharge, emit or dispose of Hazardous Substances generated by the Business, a true and complete list of which is included in Schedule 3.13.3.
3.13.4 To the best of Sellers' knowledge, there are polychlorinated biphenyls (PCBs), Tetrachloroethylene (PCE), Trichlorethylene (TCE), or friable and unencapsulated asbestos generated, used, treated, stored, maintained, disposed of, or otherwise located on the Current Property. There are and were no underground storage t...
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 11.1(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) the operations of PCKO comply with all applicable environmental, health and safety statutes, treaties, conventions, rules, ordinances, and regulations in all jurisdictions in which PCKO conducts business, including without limitation all Environmental Laws applicable to the jurisdictions in which operations are conducted and such operations have not given rise to any Environmental Claims; (ii) none of the operations of PCKO are subject to any judicial or administrative proceeding alleging the violation of any Environmental Law; (iii) none of the operations of PCKO 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) PCKO has not filed any notice under any Environmental Law applicable to the jurisdiction in which operations of PCKO 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) PCKO has no Environmental Claims asserted against it by any Person or 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 PCKO involve the generation, transportation, treatment or disposal of hazardous waste, as defined under Environmental Laws, in violation of any Environmental Law applicable to the jurisdiction in which operations of PCKO are conducted, including without limitation statutes, regulations and laws pertaining to permits and manifests; (vii) PCKO has not disposed of any hazardous waste, Contaminant or substance or other material by placing it in or on the ground or waters of any premises owned, leased or used by PCKO in violation of any Environmental Law applicable to the jurisdiction in which operations of PCKO are conducted nor has any lessee or, to Seller’s knowledge, prior owner; (viii) no underground storage tanks or surface impoundments are, on any of the locations upon which the operations of PCKO are conducted, in violation of any Environmental Law applicable to the jurisdiction in which operations of PCKO are condu...
Environmental and Health and Safety Matters. To the Knowledge of the Company, each Group Company has been in compliance, in all material respects, with all applicable Environmental Laws. The Group Companies have applied for and received all permits required under Environmental Laws for their respective assets and business (“Environmental Permits”), except as would not otherwise have a material adverse effect on the Group Companies. There are no pending claims in writing by any Governmental Authority or any other person in respect of Environmental Laws affecting the Group Companies or their businesses. The Company has not received any written notice of any violations of any Environmental Laws or any written warning notices, administrative complaints, judicial complaints or other formal notices from any person alleging that conditions of the business are in violation of any Environmental Laws. To the Knowledge of the Company, there is currently no treatment, storage, disposal, discharge or other type of release of Hazardous Substances on property owned or leased by the Group Companies which has resulted in contamination of such real properties.
Environmental and Health and Safety Matters. (a) Except as set forth on Schedule 2.20(a), to the knowledge of Seller, Seller’s operation, use and presence of ZNBV Equipment, the Other Equipment and the Inventory at its Burlington Facility on the Closing Date complies with all Environmental Laws applicable to that operation or use.
(b) Except as set forth on Schedule 2.20(b), to the knowledge of Seller, the ZNBV Equipment, the Other Equipment and the Inventory are free of any Hazardous Materials that would prevent Buyer from using the equipment in substantially the same manner as Seller has used the equipment at its Burlington Facility.
(c) For each hazardous chemical used in the Business for which during the thirty (30) days prior to the Closing Date Seller is required to maintain a Material Safety Data Sheet (MSDS) at the Burlington Facility to comply with the Occupation Safety and Health Administration’s Hazardous Communication Standard contained in 29 CFR 1910.1200, Seller has provided to Buyer a copy of such MSDS.
(d) The following terms shall have the meaning ascribed for each below.
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,
Environmental and Health and Safety Matters. Except as set forth in Section 3.16 of the Disclosure Schedule, and except for any matter that would not reasonably be expected to have a material impact on the Business, (a) the Business is, and since January 1, 2015, has been, in compliance in all material respects with applicable Environmental Laws and Occupational Health and Safety Laws and any Permits issued under such Environmental Laws, (b) there are no Proceedings, Orders, or written notices alleging noncompliance with, or liability under, Environmental Laws pending or, to the Knowledge of Sellers, threatened in writing against any Seller which is Related to the Business or against the Transferred Subsidiaries, and (c) no Transferred Subsidiary has released, generated, stored, treated, transported, disposed of, or arranged for the disposal of any Hazardous Materials in conjunction with its operations, or on, at, to or under the Real Property, in an amount, manner, condition or concentration that would reasonably be expected to result in material liability under Environmental Laws.
Environmental and Health and Safety Matters. Except as set forth on Schedule 5.4 or as would not, individually or in the aggregate, have a Material Adverse Effect:
(a) the current operations of the Business at the Real Property comply with all applicable Laws concerning environmental, health or safety matters (“Environmental, Health and Safety Laws”), and Sellers have not received written notice alleging that the activities of the Business are in violation of any Environmental Health and Safety Laws; and
(b) no Seller has caused any Release of any Hazardous Substances that requires reporting under applicable Environmental, Health and Safety Laws at, on or under any of the Real Property, and, to Sellers’ Knowledge, none of such properties has been used by any Person as a landfill or storage, treatment or disposal site for any type of Hazardous Substance or non-hazardous solid wastes as defined under the Resource Conservation and Recovery Act of 1976, as amended.
