Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure Schedule: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, and are in material compliance with, all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
Appears in 6 contracts
Samples: Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD)
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure ScheduleSchedule or a Disclosure Report: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
Appears in 4 contracts
Samples: Credit Agreement (STB Systems Inc), Credit Agreement (3dfx Interactive Inc), Credit Agreement (Chesapeake Energy Corp)
Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure Schedule: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, which the failure to so comply could reasonably be expected to cause a Material Adverse Change, and have, have and are in material compliance with, with all licenses and permits required under any such LawsLaws which the failure to so comply could reasonably be expected to cause a Material Adverse Change; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous MaterialsMaterials which could reasonably be expected to cause a Material Adverse Change; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonPerson which could reasonably be expected to cause a Material Adverse Change; (d) to the knowledge of Borrower, no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that investigations, in the case of either of the forgoing clauses (i) and (ii), which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise)) which could reasonably be expected to cause a Material Adverse Change; and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous MaterialsMaterials which could reasonably be expected to cause a Material Adverse Change. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith.
Appears in 3 contracts
Samples: Credit Agreement (Comfort Systems Usa Inc), Credit Agreement (Comfort Systems Usa Inc), Credit Agreement (Comfort Systems Usa Inc)
Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure ScheduleLetter or a Disclosure Report: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in compliance with all material compliance withlicenses, all licenses permits and permits bonds required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith.
Appears in 3 contracts
Samples: Credit Agreement (Berry Petroleum Co), Credit Agreement (Berry Petroleum Co), Assignment and Assumption (Berry Petroleum Co)
Environmental and Other Laws. Except as disclosed on Schedule 4.15 or in Section 5.11 of the Disclosure Schedule: SEC Filings filed prior to the date hereof, (a) Restricted Persons the Company and the Subsidiaries are conducting their businesses in compliance in all material compliance respects with all applicable Applicable Laws, including all Environmental Laws, and have, and are in material compliance with, with all licenses and permits required under any such Lawslaws; (b) to the best of Borrower’s the Company's knowledge, none of the operations or properties of the Company or any Restricted Person Subsidiary is the subject of foreign, federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to neither the best knowledge of Borrower, no other Person) Company nor any Subsidiary has filed any notice under any Applicable Law indicating that any Restricted Person it is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of the Company or any Restricted PersonSubsidiary; (d) no Restricted Person neither the Company nor any Subsidiary has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or foreign jurisdiction list or (ii) the subject of foreign, federal, state or local enforcement actions or other investigations that which may lead to material claims against the Company or any Restricted Person Subsidiary for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise to the best of the Company's knowledge, neither the Company or any Subsidiary has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
Appears in 3 contracts
Samples: Purchase Agreement (Encap Equity 1996 Limited Partnership), Purchase Agreement (American Rivers Oil Co /De/), Purchase Agreement (Alliance Resources PLC)
Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure Schedule: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith.
Appears in 3 contracts
Samples: Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services LLC)
Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure Schedule: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, where the failure to so comply could reasonably be expected to cause a Material Adverse Change, and have, have and are in material compliance with, with all licenses and permits required under any such LawsLaws where the failure to so comply could reasonably be expected to cause a Material Adverse Change; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous MaterialsMaterials which could reasonably be expected to cause a Material Adverse Change; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonPerson which could reasonably be expected to cause a Material Adverse Change; (d) to the knowledge of Borrower, no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that investigations, in the case of either of the forgoing clauses (i) and (ii), which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise)) which could reasonably be expected to cause a Material Adverse Change; and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous MaterialsMaterials which could reasonably be expected to cause a Material Adverse Change. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith.
Appears in 3 contracts
Samples: Credit Agreement (Comfort Systems Usa Inc), Credit Agreement (Comfort Systems Usa Inc), Credit Agreement (Comfort Systems Usa Inc)
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure Schedule: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person, which could reasonably be expected to result in a Material Adverse Change; (d) to the knowledge of Borrower, no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, what it believed to be a commercially reasonable inquiry in accordance with customary industry practices into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith. Each Restricted Person’s liability for future plugging and abandonment costs is properly reflected in the Initial Financial Statements or in the most recently delivered financial statements pursuant to Section 6.2.
Appears in 2 contracts
Samples: Credit Agreement (Vantage Energy Inc.), Credit Agreement (Vantage Energy Inc.)
Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure Schedule: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of BorrowerCompany, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonCollateral; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of such properties and any potential environmental liabilities associated therewith.
Appears in 2 contracts
Samples: Note Purchase Agreement (Penn Octane Corp), Note Purchase Agreement (Rio Vista Energy Partners Lp)
Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure ScheduleSchedule or a Disclosure Report: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith.
Appears in 2 contracts
Samples: Term Loan Agreement (First Reserve Gp Ix Inc), Credit Agreement (Westport Resources Corp)
Environmental and Other Laws. Except as disclosed in Section 5.11 the Disclosure Schedule or a Disclosure Report and except to the extent that any of the Disclosure Schedulefollowing could not reasonably be expected to result in a Material Adverse Change: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the property and any potential environmental liabilities associated therewith.
Appears in 2 contracts
Samples: Credit Agreement (Mid-Con Energy Partners, LP), Credit Agreement (Mid-Con Energy Partners, LP)
Environmental and Other Laws. Except as disclosed in Section 5.11 4.11 of the Disclosure Schedule: (a) the Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of the Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person, which could reasonably be expected to result in a Material Adverse Change; (d) to the knowledge of the Borrower, no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, what it believed to be a commercially reasonable inquiry in accordance with customary industry practices into the previous ownership and uses of the property and any potential environmental liabilities associated therewith. Each Restricted Person’s liability for future plugging and abandonment costs is properly reflected in the Initial Financial Statements or in the most recently delivered financial statements pursuant to Section 5.02.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Vantage Energy Inc.), Second Lien Credit Agreement (Vantage Energy Inc.)
Environmental and Other Laws. Except as disclosed in Section 5.11 7.12 of the Disclosure Schedule: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation (or, to the knowledge of Restricted Persons, threatened investigation) evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of the Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith.
Appears in 2 contracts
Samples: Credit Agreement (Resaca Exploitation, Inc.), Credit Agreement (Resaca Exploitation, Inc.)
Environmental and Other Laws. Except as disclosed on Schedule 4.15 ---------------------------- ------------- or in Section 5.11 of the Disclosure Schedule: SEC Filings filed prior to the date hereof, (a) Restricted Persons the Company and the Subsidiaries are conducting their businesses in compliance in all material compliance respects with all applicable Applicable Laws, including all Environmental Laws, and have, and are in material compliance with, with all licenses and permits required under any such Lawslaws; (b) to the best of Borrower’s the Company's knowledge, none of the operations or properties of the Company or any Restricted Person Subsidiary is the subject of foreign, federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to neither the best knowledge of Borrower, no other Person) Company nor any Subsidiary has filed any notice under any Applicable Law indicating that any Restricted Person it is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of the Company or any Restricted PersonSubsidiary; (d) no Restricted Person neither the Company nor any Subsidiary has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or foreign jurisdiction list or (ii) the subject of foreign, federal, state or local enforcement actions or other investigations that which may lead to material claims against the Company or any Restricted Person Subsidiary for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise to the best of the Company's knowledge, neither the Company or any Subsidiary has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Samples: Purchase Agreement (Aroc Inc)
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure ScheduleSchedule or a Disclosure Report to the best of Borrower's knowledge: (a) Restricted Persons are Borrower is conducting their its businesses in material compliance with all applicable Laws, including Environmental Laws, and have, has and are is in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person Borrower is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (Borrower has not and to the best knowledge of Borrower, no other PersonPerson has) has filed any notice under any Law indicating that any Restricted Person Borrower is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonBorrower; (d) no Restricted Person Borrower has not transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person Borrower for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) Borrower has otherwise no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure Schedule---------------------------- Schedule or a Disclosure Report: (ai) Restricted the Related Persons and Unrestricted Subsidiaries are conducting their businesses in material compliance with all applicable Lawsfederal, state or local laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Lawslaws; (bii) to the best knowledge of Borrower’s knowledge, none of the operations or properties of any Restricted Related Person or Unrestricted Subsidiary is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a an improper release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (ciii) no Restricted Related Person or Unrestricted Subsidiary (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law federal, state or local law indicating that any Restricted Related Person or Unrestricted Subsidiary is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonRelated Person or Unrestricted Subsidiary; (div) to the best knowledge of Borrower, no Restricted Related Person or Unrestricted Subsidiary has transported or arranged for any material Liability in connection with the transportation of any Hazardous Material to any location that which is (i1) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii2) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Related Person or Unrestricted Subsidiary for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (ev) to the best knowledge of Borrower, no Restricted Related Person or Unrestricted Subsidiary otherwise has any known material contingent liability Liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials, except for plugging and abandonment responsibilities and other routine Liabilities incurred in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Nuevo Energy Co)
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure Schedule: (a) Restricted Persons are Except as individually or in the aggregate could not result in a Material Adverse Effect, Borrower is conducting their businesses its business in material compliance with all applicable Applicable Laws, including Environmental Laws, and have, and are is in material compliance with, with all licenses and permits required under any such Lawslaws; (b) to the best knowledge of Borrower’s knowledge, none of the operations or properties of any Restricted Person Borrower is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials, except as set forth on Schedule 7.30; (c) no Restricted Person Borrower has not (and to the best knowledge of Borrower, no other PersonPerson has) has filed any notice under any Applicable Law indicating that any Restricted Person Borrower is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonBorrower; (d) no Restricted Person Borrower has not transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person Borrower for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) Borrower has no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Samples: Loan and Security Agreement (Icts International N V)
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure ScheduleSchedule 4.12: (a) Restricted Persons Credit Parties are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person Credit Party is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person Credit Party (and to the best knowledge of BorrowerCompany, no other Person) has filed any notice under any Law indicating that any Restricted Person Credit Party is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonCredit Party; (d) no Restricted Person Credit Party has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person Credit Party for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person Credit Party otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Credit Party undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith. Each Credit Party’s liability for future plugging and abandonment costs is properly reflected in the Current Financial Statements or in the most recently delivered financial statements pursuant to Section 5.2(b).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Foothills Resources Inc)
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure Schedule: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person, which could reasonably be expected to result in a Material Adverse Change; (d) to the knowledge of Borrower, no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, what it believed to be a commercially reasonable inquiry in accordance with customary industry practices into the previous ownership and uses of the property and any potential environmental liabilities associated therewith. Each Restricted Person’s liability for future plugging and abandonment costs is properly reflected in the Initial Financial Statements or in the most recently delivered financial statements pursuant to Section 6.2.
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Environmental and Other Laws. Except as disclosed set forth in Section 5.11 of the Disclosure Schedule: EXHIBIT 5.15, (a) Restricted Persons to the best of Buyer's knowledge (after due inquiry), Buyer and its Subsidiaries are conducting their businesses in material compliance with all applicable Lawslaws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Lawslaws; (b) to the best of Borrower’s knowledge, none of the operations or properties of Buyer or any Restricted Person of its Subsidiaries is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) neither Buyer nor any Subsidiary thereof has filed any notice under any Law indicating that any Restricted Person it is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of Buyer or any Restricted PersonSubsidiary thereof; (d) no Restricted Person to the best of Buyer's knowledge, neither Buyer nor any Subsidiary thereof has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against Buyer or any Restricted Person Subsidiary thereof for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person neither Buyer nor any Subsidiary thereof otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Benz Energy LTD /Can/)
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure ScheduleSchedule or a Disclosure Report: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws and there are no circumstances that may prevent or interfere with the ability of the Restricted Persons to conduct their business in compliance with applicable Laws, including Environmental Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment pending Environmental Claim or to the improper storage or disposal (including storage or disposal at offsite locations) best of any Hazardous MaterialsBorrower's knowledge a threatened Environmental Claim; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environmentRelease, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly releasedReleased, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) except as necessary to conduct the business of the Restricted Persons, Hazardous Materials have not been present, generated, used, treated, or stored on or transported to or from the property of any Restricted Person, and no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive 40 Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims Environmental Claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise)Person; and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environmenta Release, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure ScheduleSchedule or a Disclosure Report: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, in all material respects and have, have and are in material compliance with, with all licenses and permits required under any such Laws in all material respects, and there are no circumstances that may prevent or interfere with the ability of the Restricted Persons to conduct their business in compliance with applicable Laws, including Environmental Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment pending Environmental Claim or to the improper storage or disposal (including storage or disposal at offsite locations) best of any Hazardous MaterialsBorrower's knowledge a threatened Environmental Claim; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environmentRelease, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly releasedReleased, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) except as necessary to conduct the business of the Restricted Persons, Hazardous Materials have not been present, generated, used, treated, or stored on or transported to or from the property of any Restricted Person, and no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims Environmental Claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise)Person; and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environmenta Release, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Samples: Credit Agreement (W&t Offshore Inc)
Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure Schedule: (a) Restricted Persons the Loan Parties and each of their respective Subsidiaries are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and havehave obtained, maintain and are in compliance in all material compliance with, respects with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties properties, including the Oil and Gas Properties, of any Restricted Person Loan Party or any of its respective Subsidiaries is currently or has in the past been the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal by any Loan Party or Subsidiary thereof at offsite locations) of any Hazardous Materials, which in each case remedial action could reasonably be expected to result in Liability of the Loan Parties or any of their respective Subsidiaries with respect thereto in excess of the Environmental Threshold Amount; (c) no Restricted Person (and to the best knowledge Loan Party nor any of Borrower, no other Person) its respective Subsidiaries has received or filed any notice under any Law notice, report, order, directive or other information indicating that any Restricted Person Loan Party or any of its respective Subsidiaries has violated any Environmental Law, has any Liability or potential Liability arising under Environmental Law, or is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any 57 [FIFTH AMENDED AND RESTATED CREDIT AGREEMENT] Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonLoan Party or any of its respective Subsidiaries, which in each case violation, Liability or potential Liability, or improper release, storage or disposal could reasonably be expected to result in Liability of the Loan Parties or any of their respective Subsidiaries with respect thereto in excess of the Environmental Threshold Amount; (d) no Restricted Person has transported or arranged for the transportation Loan Party nor any of any Hazardous Material to any location that is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person respective Subsidiaries otherwise has any known material contingent liability Liability under any Environmental Laws or in connection with the release into the environment, or the storage treatment, transportation, handling, storage, disposal or disposalarranging for the disposal of, or exposure of any Person to, any Hazardous Materials, or the ownership or operation of any facility or property which is or has been contaminated by any Hazardous Materials, which in each case Liability could, individually or in the aggregate, reasonably be expected to result in Liability of the Loan Parties or any of their respective Subsidiaries with respect thereto in excess of the Environmental Threshold Amount; (e) no Lien in favor of any Governmental Authority securing, in whole or in part, any Liability under Environmental Law has attached to any property of any Loan Party or any of its respective Subsidiaries (including the Oil and Gas Properties), and no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to such properties, which could have a material impact on operations or result in Liability of the Loan Parties or their respective Subsidiaries with respect thereto in excess of the Environmental Threshold Amount; and (f) the Loan Parties and each of their respective Subsidiaries have furnished to Administrative Agent copies of all environmental audits, reports, and other documents materially bearing on environmental, health or safety Liabilities relating to the past or current operations or facilities of the Loan Parties and each of their respective Subsidiaries, including Subsidiaries formed in the future (including without limitation the Oil and Gas Properties), in each case which are in their possession. Each Loan Party and each of its respective Subsidiaries acknowledge and agree that Administrative Agent and Lenders are not now, and have not ever been, in control of any of the properties or affairs of any Loan Party or any of its respective Subsidiaries, and do not have the capacity through the provisions of the Loan Documents or otherwise to influence any Loan Party’s or any of its respective Subsidiaries’ conduct with respect to the ownership, operation or management of any of their properties or compliance with Environmental Laws.
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Environmental and Other Laws. Except as disclosed on ---------------------------- Schedule 5.15 or in Section 5.11 of the Disclosure Schedule: SEC Filings filed prior to the date hereof, (a) Restricted Persons Buyer ------------- and the Subsidiaries are conducting their businesses in compliance in all material compliance respects with all applicable Applicable Laws, including all Environmental Laws, and have, and are in material compliance with, with all licenses and permits required under any such Lawslaws; (b) to the best of Borrower’s Buyer's knowledge, none of the operations or properties of Buyer or any Restricted Person Subsidiary is the subject of foreign, federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) neither Buyer nor any Subsidiary has filed any notice under any Applicable Law indicating that any Restricted Person it is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of Buyer or any Restricted PersonSubsidiary; (d) no Restricted Person neither Buyer nor any Subsidiary has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or foreign jurisdiction list or (ii) the subject of foreign, federal, state or local enforcement actions or other investigations that which may lead to material claims against Buyer or any Restricted Person Subsidiary for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise to the best of Buyer's knowledge, neither Buyer or any Subsidiary has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Environmental and Other Laws. Except as disclosed in ---------------------------- Section 5.11 5.12 of the Disclosure ScheduleSchedule or a Disclosure Report: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible within the last five years for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonPerson within the last five years; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) ii the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Environmental and Other Laws. Except where the failure of any of the following to be true could not reasonably be expected to result in Environmental Liabilities, individually or in the aggregate, in excess of $5,000,000, and except as disclosed in Section 5.11 of the Disclosure Schedule: (a) Restricted Persons are and have been during the applicable statute of limitations conducting their businesses and owning and operating their properties in material compliance with all applicable Laws, including Environmental Laws, and have, and are in material compliance with, with all licenses Permits necessary under applicable Laws for the operation of their business and permits required under any all such LawsPermits are in full force and effect; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment Release or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) there are no Restricted Person (facts, circumstances or conditions at any of the Oil and Gas Properties that are likely to the best knowledge of Borrower, no other Person) has filed give rise to any notice costs or liability under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonEnvironmental Laws; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no none of the Restricted Person otherwise Persons has received written notice or has knowledge of (i) any known material contingent liability notice of violation, claim, investigation, or inquiry under any Environmental Laws or in connection with the release into the environmentregarding any violation of, or any liability under, Environmental Laws at any of the storage Oil and Gas Properties or disposal, (ii) the revocation or potential revocation of any Permit required under applicable Laws or that any application for any new Permit or renew of any existing Permit will be protested or denied; (f) there has been no Release or, to any Restricted Person’s knowledge, threatened Release of Hazardous MaterialsMaterials at, on, under or from any property owned or operated by a Restricted Person and (g) the Restricted Persons have provided to Lenders complete and correct copies of all environmental site assessment reports, investigation, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) related to the operations and property of the Restricted Persons.
Appears in 1 contract
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure ScheduleSchedule or with respect to an event that would individually or in the aggregate would reasonably give rise to a liability or cause the Borrowers to incur costs in excess of the Threshold Amount: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of BorrowerBorrowers, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. The Restricted Persons and all of their operations and businesses are, and have been, in possession of all Permits required for their operations pursuant to Environmental Laws, and are, and have been, in compliance with all of the requirements and limitations included in or applicable to such Permits; and none of the Restricted Persons have contractually assumed any Liabilities under any Environmental Laws.
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Environmental and Other Laws. Except as disclosed in Section 5.11 of the ---------------------------- Disclosure ScheduleSchedule or a Disclosure Report: (ai) Restricted the Related Persons are conducting their businesses in material compliance with all applicable Lawsfederal, state or local laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Lawslaws, in all material respects; (bii) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Related Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (ciii) no Restricted Related Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law federal, state or local law indicating that any Restricted Related Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Related Person; (div) no Restricted Related Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i1) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii2) to the best of our knowledge, the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Related Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (ev) no Restricted Related Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials, except to the extent the matters described in the foregoing clauses (i) through (v) would not have a Material Adverse Effect.
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Environmental and Other Laws. Except as disclosed in Section 5.11 the Disclosure Schedule or a Disclosure Report and except to the extent that any of the Disclosure Schedulefollowing could not reasonably be expected to result in a Material Adverse Change: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Mid-Con Energy Properties, LLC Compiled Credit Agreement 56 Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the property and any potential environmental liabilities associated therewith.
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Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure ScheduleSchedule or a Disclosure Report: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws, except for such failures to comply which could not reasonably be expected to cause a Material Adverse Change; (b) to the best knowledge of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials Substances into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous MaterialsSubstances; (c) to the best knowledge of Borrower, no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials Substances or that any material amount of any Hazardous Materials Substances have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material Substance to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous MaterialsSubstances. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith.
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Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure ScheduleSchedule or a Disclosure Report: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, in all material respects and have, have and are in material compliance with, with all licenses and permits required under any such Laws in all material respects, and there are no circumstances that may prevent or interfere with the ability of the Restricted Persons to conduct their business in compliance with applicable Laws, including Environmental Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment pending Environmental Claim or to the improper storage or disposal (including storage or disposal at offsite locations) best of any Hazardous MaterialsBorrower’s knowledge a threatened Environmental Claim; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environmentRelease, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly releasedReleased, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) except as necessary to conduct the business of the Restricted Persons, Hazardous Materials have not been present, generated, used, treated, or stored on or transported to or from the property of any Restricted Person, and no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims Environmental Claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise)Person; and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environmenta Release, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Samples: Credit Agreement (W&t Offshore Inc)
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure ScheduleSchedule 4.12: (a) Restricted Persons are Credit Parties are, to their knowledge after due inquiry, conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have been and are in compliance in all material compliance with, respects with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person Credit Party is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person Credit Party (and to the best knowledge of BorrowerCompany, no other Person) has filed any notice under any Law indicating that any Restricted Person Credit Party is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonCredit Party; (d) no Restricted Person Credit Party has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person Credit Party for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person Credit Party otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Credit Party undertook, at the time of its acquisition of each of its material Properties, all appropriate inquiry into the previous ownership and uses of each such Property and any potential environmental liabilities associated therewith. Each Credit Party's liability for future plugging and abandonment costs is properly reflected in the Current Financial Statements, in the financial statements of Parent most recently filed with the SEC, in the most recently delivered financial statements pursuant to Section 5.2(b), or on Schedule 4.12, as applicable.
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Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure ScheduleSchedule or a Disclosure Report, to the best knowledge of Borrower, its officers, directors and employees: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in compliance in all material compliance with, respects with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
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Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure Schedule, to the best knowledge of Borrowers, their officers, directors and employees: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in compliance in all material compliance with, respects with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of BorrowerBorrowers, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith.
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Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure ScheduleSchedule or a Disclosure Report: (a) Restricted Persons are conducting their businesses in compliance in all material compliance respects with all applicable Laws, including Environmental Laws, and have, have and are in compliance in all material compliance with, respects with all licenses and permits required under any such Laws, and there are no circumstances that may prevent or materially interfere with the ability of the Restricted Persons to conduct their business in compliance with applicable Laws, including Environmental Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment pending Environmental Claim or to the improper storage or disposal (including storage or disposal at offsite locations) best of any Hazardous MaterialsBorrower’s knowledge a threatened Environmental Claim; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environmentRelease, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly releasedReleased, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) except as necessary to conduct the business of the Restricted Persons, Hazardous Materials have not been present, generated, used, treated, or stored on or transported to or from the property of any Restricted Person, and no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims Environmental Claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise)Person; and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environmenta Release, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Samples: Credit Agreement (W&t Offshore Inc)
Environmental and Other Laws. Except as disclosed set forth in Section 5.11 of the Disclosure ScheduleDocuments: (a) Restricted Persons to the best of Seller's knowledge (after due inquiry), Seller and its Subsidiaries are conducting their businesses in material compliance with all applicable Lawslaws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Lawslaws; (b) to the best of Borrower’s knowledge, none of the operations or properties of Seller or any Restricted Person of its Subsidiaries is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) neither Seller nor any Subsidiary thereof has filed any notice under any Law indicating that any Restricted Person it is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of Seller or any Restricted PersonSubsidiary thereof; (d) no Restricted Person to the best of Seller's knowledge, neither Seller nor any Subsidiary thereof has transported or arranged for the transportation of any Hazardous Material to any location that is which is: (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list list; or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against Seller or any Restricted Person Subsidiary thereof for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person neither Seller nor any Subsidiary thereof otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Benz Energy LTD /Can/)
Environmental and Other Laws. Except as disclosed on ---------------------------- Schedule 5.15 or in Section 5.11 of the Disclosure Schedule: SEC Filings filed prior to the date hereof, (a) Restricted Persons Buyer -------------- and the Subsidiaries are conducting their businesses in compliance in all material compliance respects with all applicable Applicable Laws, including all Environmental Laws, and have, and are in material compliance with, with all licenses and permits required under any such Lawslaws; (b) to the best of Borrower’s Buyer's knowledge, none of the operations or properties of Buyer or any Restricted Person Subsidiary is the subject of foreign, federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) neither Buyer nor any Subsidiary has filed any notice under any Applicable Law indicating that any Restricted Person it is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of Buyer or any Restricted PersonSubsidiary; (d) no Restricted Person neither Buyer nor any Subsidiary has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or foreign jurisdiction list or (ii) the subject of foreign, federal, state or local enforcement actions or other investigations that which may lead to material claims against Buyer or any Restricted Person Subsidiary for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise to the best of Buyer's knowledge, neither Buyer or any Subsidiary has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
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Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure Schedule: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials Substances into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous MaterialsSubstances; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials Substances or that any material amount of any Hazardous Materials Substances have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material Substance to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous MaterialsSubstances. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith.
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Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure Schedule: (a) Restricted Persons are Except as individually or in the aggregate could not result in a Material Adverse Effect, each Credit Party is conducting their businesses its business in material compliance with all applicable Applicable Laws, including Environmental Laws, and have, and are is in material compliance with, with all licenses and permits required under any such Lawslaws; (b) to the best knowledge of Borrower’s knowledgeCredit Parties, (i) none of the operations or properties of any Restricted Person Credit Party is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials, except as set forth on Schedule 7.30 and (ii) no Credit Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Credit Party, its Subsidiaries or any previous owner or operator in the disposal of, or to produce, store, handle, treat, release, or transport any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law; (c) no Restricted Person Credit Party has (and to the best knowledge of BorrowerCredit Parties, no other PersonPerson has) has filed any notice under any Applicable Law indicating that any Restricted Person Credit Party or their Subsidiaries is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonCredit Party or their Subsidiaries; (d) no Restricted Person Credit Party has (nor have any of Credit Parties’ Subsidiaries) transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person such Credit Party for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise Credit Party has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure Schedule: (a) Restricted Persons are Except as individually or in the aggregate could not result in a Material Adverse Effect, each Credit Party and Guarantor is conducting their businesses its business in material compliance with all applicable Applicable Laws, including Environmental Laws, and have, and are is in material compliance with, with all licenses and permits required under any such Lawslaws; (b) to the best knowledge of Borrower’s knowledgeCredit Parties and Guarantor, (i) none of the operations or properties of any Restricted Person Credit Party or Guarantor is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials, except as set forth on Schedule 7.30 and (ii) no Credit Party’s nor Guarantor’s nor any of their respective Subsidiaries’ properties or assets has ever been used by a Credit Party or Guarantor or any of their respective Subsidiaries or any previous owner or operator in the disposal of, or to produce, store, handle, treat, release, or transport any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law; (c) no Restricted Person Credit Party nor Guarantor has (and to the best knowledge of BorrowerCredit Parties and Guarantor, no other PersonPerson has) has filed any notice under any Applicable Law indicating that any Restricted Person Credit Party or Guarantor or any of their respective Subsidiaries is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonCredit Party or Guarantor or any of their respective Subsidiaries; (d) no Restricted Person Credit Party nor Guarantor has (nor have any Credit Party’s or Guarantor’s Subsidiaries) transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person such Credit Party or Guarantor for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise Credit Party nor Guarantor has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
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Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure Schedule, to the best knowledge of Borrowers, their officers, directors and employees: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in compliance in all material compliance with, respects with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials, which remedial action could reasonably be expected to result in liability of the Restricted Persons with respect thereto in excess of the Environmental Threshold Amount; (c) no Restricted Person (and to the best knowledge of BorrowerBorrowers, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person, which improper release, storage or disposal could reasonably be expected to result in liability of the Restricted Persons with respect thereto in excess of the Environmental Threshold Amount; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise), which claims, costs, work or damages could, individually or in the aggregate, reasonably be expected to result in liability of the Restricted Persons with respect thereto in excess of the Environmental Threshold Amount; and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials, which liability could, individually or in the aggregate, reasonably be expected to result in liability of the Restricted Persons with respect thereto in excess of the Environmental Threshold Amount. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith.
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Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure Schedule: (a) Restricted Persons the Credit Parties are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws, except in each case where the failure to so comply could not reasonably be expected to result in a Material Adverse Change; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person Credit Party is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials, which release could reasonably be expected to result in a Material Adverse Change; (c) no Restricted Person Credit Party (and to the best knowledge of BorrowerCompany and its Affiliates, no other Person) has filed any notice under any Law indicating that any Restricted Person Credit Party is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonCollateral, in each case which could reasonably be expected to result in a Material Adverse Change; (d) no Restricted Person Credit Party has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person Credit Party for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise), other than ordinary course reclamation obligations; and (e) no Restricted Person Credit Party otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials, which liability could reasonably be expected to result in a Material Adverse Change. Each Credit Party undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of such properties and any potential environmental liabilities associated therewith.
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Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure Schedule: (ai) Restricted the Related Persons are conducting their businesses in material compliance with all applicable Lawsfederal, state or local laws, including Environmental Laws, and have, have and are in compliance in all material compliance with, respects with all licenses and permits required under any such Lawslaws; (bii) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Related Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (ciii) no Restricted Related Person (and to the best knowledge of Borrowereach Related Person, no other Person) has filed any notice under any Law federal, state or local law indicating that any Restricted Related Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have has been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Related Person; (div) no Restricted Related Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i1) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii2) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Related Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise)) which could reasonably be expected to have a material adverse change in the business financial condition, or results of operations of Borrower or the Related Persons taken as a whole; and (ev) no Restricted Related Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Borrower undertook, at the time of acquisition of the Property, all appropriate inquiry into the previous ownership and uses of the Property consistent with good commercial or customary practice. Borrower has taken all steps reasonably necessary to determine and has determined that no material amount of Hazardous Materials or Solid Wastes have been disposed of or otherwise released on or to the Property in violation of any applicable law or the disposal or release of which will impose any material remedial obligations under any Environmental Laws. The use which Borrower makes and intends to make of the Property will not result in the disposal of or other release of any material amount Hazardous Material or Solid Waste on or to the Property in violation of any applicable laws or the disposal or release of which will subject Borrower to any material remedial obligations under any Environmental Laws.
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Samples: Credit Agreement (Offshore Energy Development Corp)
Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure ScheduleLetter or a Disclosure Report: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in compliance with all material compliance withlicenses, all licenses permits and permits bonds required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith. [Second Lien Credit Agreement]
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Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure ScheduleLetter or a Disclosure Report: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in compliance with all material compliance with, all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith.
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Environmental and Other Laws. Except as disclosed in Section 5.11 the Disclosure Schedule or a Disclosure Report and except to the extent that any of the Disclosure Schedulefollowing could not reasonably be expected to result in a Material Adverse Change: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the Mid-Con Energy Properties, LLC Credit Agreement National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the property and any potential environmental liabilities associated therewith.
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Environmental and Other Laws. Except as disclosed on ---------------------------- Schedule 5.15 or in Section 5.11 of the Disclosure Schedule: SEC Filings filed prior to the date hereof, (a) Restricted Persons the ------------- Company and the Subsidiaries are conducting their businesses in compliance in all material compliance respects with all applicable Applicable Laws, including all Environmental Laws, and have, and are in material compliance with, with all licenses and permits required under any such Lawslaws; (b) to the best of Borrower’s the Company's knowledge, none of the operations or properties of the Company or any Restricted Person Subsidiary is the subject of foreign, federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to neither the best knowledge of Borrower, no other Person) Company nor any Subsidiary has filed any notice under any Applicable Law indicating that any Restricted Person it is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of the Company or any Restricted PersonSubsidiary; (d) no Restricted Person neither the Company nor any Subsidiary has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or foreign jurisdiction list or (ii) the subject of foreign, federal, state or local enforcement actions or other investigations that which may lead to material claims against the Company or any Restricted Person Subsidiary for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise to the best of the Company's knowledge, neither the Company's or any Subsidiary has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
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Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure Schedule: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; and (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
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Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure Schedule: (a) Restricted Persons the Credit Parties are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person Credit Party is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any [Credit Agreement] Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person Credit Party (and to the best knowledge of BorrowerCompany and its Affiliates, no other Person) has filed any notice under any Law indicating that any Restricted Person Credit Party is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonCollateral; (d) no Restricted Person Credit Party has transported or arranged for the transportation of any Hazardous Material to any location that is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that may lead to material claims against any Restricted Person Credit Party for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person Credit Party otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Credit Party undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of such properties and any potential environmental liabilities associated therewith.
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Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure Schedule: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, where the failure to so comply could reasonably be expected to cause a Material Adverse Change, and have, have and are in material compliance with, with all licenses and permits required under any such LawsLaws where the failure to so comply could reasonably be expected to cause a Material Adverse Change; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous MaterialsMaterials which could reasonably be expected to cause a Material Adverse Change; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonPerson which could reasonably be expected to cause a Material Adverse Change; (d) to the knowledge of Borrower, no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that investigations, in the case of either of the forgoing clauses (i) and (ii), which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise)) which could reasonably be expected to cause a Material Adverse Change; and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous MaterialsMaterials which could reasonably be expected to cause a Material Adverse Change. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the property and any potential environmental liabilities associated therewith.
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Environmental and Other Laws. Except as disclosed in Section 5.11 5.12 of the Disclosure ScheduleSchedule or a Disclosure Report: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in compliance with all material compliance with, all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. (i) 17. Section 5.
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Environmental and Other Laws. Except as disclosed in Section 5.11 the Annual Report on Form 10-K or the Quarterly Report on Form 10-Q of Borrower filed with the Disclosure ScheduleSEC, or on Schedule 5.12: (a) Restricted Persons Loan Parties are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person Loan Party is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person Loan Party (and to the best knowledge of the Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person Loan Party is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonLoan Party; (d) no Restricted Person Loan Party has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of H-712479.11 32 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person Loan Party for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person Loan Party otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Questar Market Resources Inc)
Environmental and Other Laws. Except as disclosed for such matters that, individually or in Section 5.11 of the Disclosure Scheduleaggregate, could not reasonably be expected to cause a Material Adverse Change: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, and are in material compliance with, all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. To the knowledge of Borrower, each Restricted Person undertook, at the time of its acquisition of each of its material properties, all commercially reasonable inquiry into the previous ownership and uses of such properties and any potential environmental liabilities associated therewith.
Appears in 1 contract
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure Schedule: (a) Restricted Persons are Except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, each Credit Party is conducting their businesses its business in material compliance with all applicable Applicable Laws, including Environmental Laws, and have, and are is in material compliance with, with all licenses and permits required under any such Lawslaws; (b) to the best knowledge of Borrower’s knowledgeCredit Parties, none of the operations or properties of any Restricted Person Credit Party is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials, except as set forth on Schedule 7.30; (c) no Restricted Person Credit Party has (and to the best knowledge of BorrowerCredit Parties, no other PersonPerson has) has filed any notice under any Applicable Law indicating that any Restricted Person Credit Party or their Subsidiaries is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted PersonCredit Party or their Subsidiaries; (d) no Restricted Person Credit Party has (nor have any of Credit Parties' Subsidiaries) transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person such Credit Party for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise Credit Party has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.. LOAN AND SECURITY AGREEMENT - Page 52 DAL 79531933v13
Appears in 1 contract
Samples: Loan and Security Agreement (Blonder Tongue Laboratories Inc)
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure Schedule: (a) Restricted Persons are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have, have and are in material compliance with, with all licenses and permits required under any such Laws; (b) to the best of Borrower’s knowledge, none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) no Restricted Person (and to the best knowledge of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Person; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials. Each Restricted Person undertook, at the time of its acquisition of each of its material properties, all appropriate inquiry into the previous ownership and uses of the Property and any potential environmental liabilities associated therewith.
Appears in 1 contract
Environmental and Other Laws. Except as disclosed in Section 5.11 of the Disclosure Schedule: (a) Restricted Persons are Except as individually or in the aggregate could not result in a Material Adverse Effect, such Obligor is conducting their businesses its business in material compliance with all applicable Applicable Laws, including Environmental Laws, and have, and are is in material compliance with, with all licenses and permits required under any such Lawslaws; (b) to the best knowledge of Borrower’s knowledgesuch Obligor, none of the operations or properties of any Restricted Person such Obligor is the subject of federal, state or local investigation evaluating whether any material remedial action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials, except as set forth on Schedule 8.31; (c) no Restricted Person such Obligor has not (and to the best knowledge of Borrowersuch Obligor, no other PersonPerson has) has filed any notice under any Applicable Law indicating that any Restricted Person such Obligor is responsible for the improper release into the environment, or the improper storage or disposal, of any material amount of any Hazardous Materials or that any material amount of any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any Restricted Personsuch Obligor; (d) no Restricted Person such Obligor has not transported or arranged for the transportation of any Hazardous Material to any location that which is (i) listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, listed for possible inclusion on such National Priorities List by the Environmental Protection Agency in its Comprehensive Environmental Response, Compensation and Liability Information System List, or listed on any similar state list or (ii) the subject of federal, state or local enforcement actions or other investigations that which may lead to material claims against any Restricted Person such Obligor for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); and (e) such Obligor has no Restricted Person otherwise has any known material contingent liability under any Environmental Laws or in connection with the release into the environment, or the storage or disposal, of any Hazardous Materials.
Appears in 1 contract
Samples: Loan and Security Agreement (Precision Aerospace Components, Inc.)