Environmental and Occupational Matters. (a) Except as disclosed on Schedule 5.14 to this Agreement, there are no Hazardous Materials or Underground Storage Tanks present at any Property other than those quantities of such Hazardous Materials as occur naturally in the native and uncontaminated natural soils and waters at such Property. To the knowledge of GET, there exists no condition at any Property that would require investigations, studies, sampling, testing, removal, response, remediation or clean-up with respect to any Hazardous Materials pursuant to any Environmental Laws. None of the Companies has generated, used, stored, treated, transferred, transported, processed, manufactured, refined, handled, produced or disposed of Hazardous Materials at, or affecting such Property in any manner which violates any Environmental Law. None of the Companies has: (1) caused or permitted any Property to be used to generate, manufacture, refine, transport, treat, dispose of, transfer, produce or process Hazardous Materials in violation of any Environmental Laws or in a manner which gives rise to an investigatory, remedial or other duty under any Environmental Laws, or (2) caused or permitted any Release or threatened Release of Hazardous Materials at, from or affecting any Property, whether by such Company, any of its tenants, sub-tenants or occupants of any Property or any other person or entity or its respective contractors, agents, employees or invitees, in violation of Environmental Laws or which gives rise to any investigatory, remedial or other duty under Environmental Laws. (b) None of the Companies has ever received any notice, claim or allegation of any violation of, or of any duty to investigate or remediate any condition under, any Environmental Law at any Property.
Appears in 2 contracts
Samples: Merger Agreement (Jabil Circuit Inc), Merger Agreement (Jabil Circuit Inc)
Environmental and Occupational Matters. Except as set forth on Schedule 8.16 to this Agreement:
(a) Except as disclosed on Schedule 5.14 to this Agreement, there There are no Hazardous Materials or Underground Storage Tanks present at any Property Property, other than those quantities of such Hazardous Materials as occur naturally in the native and uncontaminated natural soils and waters at such Property. To the knowledge of GET, there exists no condition at any Property that would require investigations, studies, sampling, testing, removal, response, remediation or clean-up with respect to any Hazardous Materials pursuant to any Environmental Laws. None To the knowledge of the Companies each JPE Company, no JPE Company has (and no JPE Company has any knowledge that any prior owner of any Property or any existing or prior tenant, sub-tenant or occupant of any Property or any other person or entity, or their respective contractors, agents, employees or invitees has) ever generated, used, stored, treated, transferred, transported, processed, manufactured, refined, handled, produced produced, arranged to dispose or disposed of Hazardous Materials at, from or affecting such Property in any manner which that violates any Environmental Law or would give rise to any obligation or liability under any Environmental Law. None of the Companies hasNo JPE Company has or possesses knowledge that any other person or entity: (1) caused or permitted any Property to be used to generate, manufacture, refine, transport, treat, dispose of, transfer, produce or process Hazardous Materials in any manner that was in violation of any Environmental Laws Law or in a manner which that gives rise to an investigatory, remedial any obligation or other duty liability under any Environmental Laws, Law or (2) caused or permitted any Release or threatened Release of Hazardous Materials at, from or affecting any PropertyProperty owned or operated by any JPE Company which, whether by such Companydirectly or indirectly, any caused or contributed to (A) pollution or contamination or (B) the presence of its tenants, sub-tenants Hazardous Materials at or occupants of about any Property or any other person or entity or its respective contractors, agents, employees or invitees, in violation of any Environmental Laws Law or which in a manner that gives rise to any investigatory, remedial obligation or other duty liability under any Environmental LawsLaw.
(b) None To the knowledge of the Companies each JPE Company, no JPE Company has ever received any notice, claim or allegation of any violation ofviolation, or and to the knowledge of any duty to investigate or remediate any condition undereach JPE Company, there are no existing material violations of any Environmental Law at any Property. To the knowledge of the JPE Companies, there are no actions commenced or threatened by any person or entity for or related to or arising out of non-compliance with Environmental Laws that apply to any Property, activities at such Property or Hazardous Materials at, from or affecting such Property.
(c) The development, use and operation of all real property previously used, owned, operated or developed by each JPE Company or any subsidiary previously owned by JPE and all activities conducted thereon, have been in compliance with all applicable Environmental Laws.
(d) JPE has provided Buyer with true and complete copies of all: (1) Environmental Reports and other environmental or worker safety or health-related data, information, correspondence, audits and other documents (collectively, the "Environmental Information") regarding the Properties or JPE's or the JPE Companies' operations thereat in their possession or control; and (2) all Environmental Information relevant to any other property ever owned, leased or operated by JPE or a JPE Company in the JPE Companies' possession or control.
(e) To the knowledge of any JPE Company, neither JPE nor any JPE Company, nor any person to which they are a successor, has ever disposed of Hazardous Materials in a manner that has or will give rise to any damage, liability, claim, loss or expense in connection with the Release or threatened Release of such Hazardous Materials.
Appears in 2 contracts
Samples: Investment Agreement (Jpe Inc), Investment Agreement (Asc Holdings LLC)