Environmental and Other Permits and Licenses; Related Matters. (i) Discovery and its Subsidiaries are, and for the past four (4) years have been, in material compliance with all applicable Environmental Laws and all Environmental Permits (as such relate to the FoundryCo Assets and the Transferred FoundryCo Subsidiaries).
(ii) There has been no Release of any Hazardous Material on or any disposal of any Hazardous Materials from any of the Real Property, the FoundryCo Assets or the Transferred FoundryCo Subsidiaries or, during the period of Discovery’s or its Subsidiaries’ ownership, lease, use or occupancy thereof, on or from any property formerly owned, leased, used or occupied by Discovery or its Subsidiaries or the FoundryCo Assets or the Transferred FoundryCo Subsidiaries.
(iii) There are no Environmental Claims pending or threatened against Discovery or its Subsidiaries or the Real Property that relate to the FoundryCo Assets, the Transferred FoundryCo Subsidiaries or the Transferred FoundryCo JV Entities, and there are no circumstances that can reasonably be expected to form the basis of any such Environmental Claim.
(iv) None of Discovery or any of its Subsidiaries has any actual or alleged liability, whether fixed or contingent, under any Environmental Law relating to the FoundryCo Assets.
(b) Neither the execution of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will require any Remedial Action or notice to or consent of Governmental Authorities or third parties pursuant to any applicable Environmental Law or Environmental Permit.
Environmental and Other Permits and Licenses; Related Matters. (i) The Seller and each Subsidiary is in substantial compliance with all applicable Environmental Laws and as such Environmental Laws are currently applied or interpreted by the applicable Governmental Authority and as they might affect the Real Property, and, in all material respects, all Environmental Permits.
(ii) There has been no Release of any Hazardous Material on any of the Real Property or, during the period of the Seller's or any Subsidiary's ownership, lease, use or occupancy thereof, on any property formerly owned, leased, used or occupied by the Seller or any Subsidiary, except as have occurred in the ordinary course of business and in conformity with all applicable Environmental Laws.
(iii) There are no Environmental Claims pending or threatened against the Seller, any Subsidiary or the Real Property, and there are no circumstances that can reasonably be expected to form the basis of any such Environmental Claim.
(iv) Neither the Seller nor any Subsidiary has any actual or alleged liability, whether fixed or contingent, under any Environmental Law. Neither the Execution of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated by this Agreement or thereby will require any Remedial Action or notice to or consent of Governmental Authorities or third parties pursuant to any applicable Environmental Law or Environmental Permit.
Environmental and Other Permits and Licenses; Related Matters. (a) Except as disclosed in Section 3.13(a)(i) of the Disclosure Schedule, Seller currently holds all the health and safety and other permits, licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities, including, without limitation, Environmental Permits, necessary or proper for the current use, occupancy and operation of the Assets and the conduct of the Business, and all such Permits and Environmental Permits are in full force and effect (collectively, “Permits”). Section 3.13(a)(ii) of the Disclosure Schedule sets forth those Permits and Environmental Permits the absence of which would have a Material Adverse Effect. Except as disclosed in Section 3.13(a)(iii) of the Disclosure Schedule, there is no existing practice, action or activity of Seller and no existing condition of the properties or assets of Seller, including, without limitation, the Assets or the Business, which will give rise to any civil or criminal Liability under, or violate or prevent compliance with, any health or occupational safety or other applicable Environmental Law. Seller has not received any notice from any Governmental Authority revoking, canceling, rescinding, materially modifying or refusing to renew any Permit or Environmental Permit or providing written notice of violations under any Environmental Law. Except as disclosed in Section 3.13(a)(iv) of the Disclosure Schedule, Seller is in all respects in compliance with the Permits, all applicable and Environmental Permits and the requirements thereof, and with all applicable Environmental Laws. Section 3.13(a)(v) of the Disclosure Schedule identifies all Permits and Environmental Permits that are nontransferable or which will require the consent of any Governmental Authority in order to be transferred to Purchaser in the event of the consummation of the transactions contemplated by this Agreement.
(b) Except as disclosed in Section 3.13(b) of the Disclosure Schedule, (i) Hazardous Materials have not been generated, used, treated, handled or stored on, or transported to or from, or Released on any Real Property or, to the Knowledge of Seller, any property adjoining any Real Property; (ii) Seller has disposed of all wastes, including those wastes containing Hazardous Materials, in compliance with all applicable Environmental Laws and Environmental Permits; (iii) there are no past, pending or threatened Environmental Claims against Seller, or any Real Property; (iv) no Real Property or, to the K...
Environmental and Other Permits and Licenses; Related Matters. (a) Except as set forth in Section 3.13(a) of the Disclosure Schedule:
(i) The Seller (as it relates to the Business) is in material compliance with all applicable Environmental Laws and all Environmental Permits.
(ii) There has been no material Release of any Hazardous Material on any of the Leased Real Property or, during the period of the Seller’s ownership, lease, use or occupancy thereof, on any property formerly owned, leased, used or occupied by the Seller.
(iii) There are no Environmental Claims pending or, to the best knowledge of the Seller, threatened against the Seller (relating to the Business) or the Leased Real Property, and to the Seller’s best knowledge there are no circumstances that can reasonably be expected to form the basis of any such Environmental Claim.
(iv) The Seller has no actual or alleged material liability, whether fixed or contingent, relating to the Business under any Environmental Law.
(b) Neither the execution of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will require any Remedial Action or notice to or consent of Governmental Authorities or third parties pursuant to any applicable Environmental Law or Environmental Permit.
Environmental and Other Permits and Licenses; Related Matters. (a) To Shareholder's best knowledge and belief, the Company currently holds all the health and safety and other permits, licenses, authorizations, certificates, exemptions and approvals of governmental authorities (collectively, "PERMITS"), including, without limitation, environmental permits, necessary for the current use, occupancy and operation of each asset and property of the Company and the conduct of its business, and all such permits and environmental permits are in full force and effect. Neither the Company nor any of the Shareholder has received any notice from any governmental authority revoking, canceling, rescinding, materially modifying or refusing to renew any permit or environmental permit or providing written notice of violations under any environmental law which have not been resolved. The Company is in all material respects in compliance with the permits and all applicable Environmental Laws. Exhibit 2.24
(a) identifies all permits that will require the consent of any governmental authority to consummate the transactions contemplated by this Agreement.
(b) To Shareholder's best knowledge and belief, all equipment owned or used by the Company, including, but not limited to above ground storage tanks, underground storage tanks, and piping associated with such tanks, is in substantial compliance with all applicable Permits and Environmental Laws including the Federal and State 1998 underground storage tank requirements, and can be operated in the ordinary course of business in substantial compliance with all applicable Permits and Environmental Laws.
(c) Except as disclosed in Exhibit 2.24(a): (i) Hazardous Materials have not been generated, used, treated, handled or stored on, or transported to or from (other than petroleum products handled, stored or transported in the normal course of business), or released on any owned real property or leased real property by the Company, and the Company and its Shareholder are unaware of any such generation, use, treatment, handling, storage, transportation, or release by any other person or entity, including but not limited to any predecessor in interest; (ii) the Company has reported all Releases of Hazardous Material in accordance with Environmental Laws; (iii) the Company has not Released any Hazardous Materials, and is not responsible or liable for any Release of Hazardous Materials, which must be remediated under applicable Environmental Law (including, but not limited to, any Release which resul...
Environmental and Other Permits and Licenses; Related Matters. (a) The Shareholders, the Company, the Subsidiary and the LLC Subsidiary currently hold all the permits, licenses, authorizations, certificates, consents, exemptions and approvals required under any Law (collectively, "Permits"), including, without limitation, Environmental Permits, necessary for the ownership, use, occupancy and operation of each Asset of the Company, the Subsidiary and the LLC Subsidiary and the conduct of the Business, and all such Permits are in full force and effect.
(i) Each tenant and occupant of the Real Property holds all Permits, including, without limitation, Environmental Permits, necessary for the use, occupancy and operation of the Real Property by such tenant or occupant, and all such Permits are in full force and effect; (ii) there is no existing practice, action or activity of any tenant or occupant the Subsidiary or the LLC Subsidiary or with respect to the Business, the Shareholders currently holds a security interest (the "Secured Real Property"), which will give rise to any criminal liability or civil Liability under, or violate or prevent compliance with, any applicable material Law, including, without limitation, any applicable Environmental Law; (iii) no tenant or occupant of the Owned Real Property has received any notice from any Governmental Authority revoking, cancelling, rescinding, materially modifying or refusing to renew any Permit or providing written notice of violations under any Law, including, without limitation, any applicable Environmental Law; (iv) each tenant and occupant of the Owned Real Property is in all respects in compliance with its Permits, including, without limitation, Environmental Permits; (v) there is no existing practice, action or activity of the Company, the Subsidiary or the LLC Subsidiary or, with respect to any portion of the Business, the Shareholders and no existing condition of the Assets of the Company, the Subsidiary or the LLC Subsidiary or the Business which has given or will give rise to any unresolved criminal liability or civil Liability under, or violate or prevent compliance with, any applicable Law, including, without limitation,any applicable Environmental Law; (vi) none of the Shareholders, the Company, the Subsidiary or the LLC Subsidiary has received any notice from any Governmental Authority revoking, cancelling, rescinding, materially modifying or refusing to renew any Permit; and (vii) the Company, the Subsidiary and the LLC Subsidiary are in all respects in co...
Environmental and Other Permits and Licenses; Related Matters. Except as set forth in Section 3.13 of the Disclosure Schedule:
(a) there are no permits, licenses or other authorizations which are required under Environmental Laws for the lawful conduct of the Business and the activities customary or incidental thereto;
(b) the Corporation is in compliance with all Environmental Laws including, without limitation, all restrictions, conditions, standards, limitations, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws or any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder;
(c) there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter existing or, to the best knowledge of Sellers, pending or threatened, against or relating to the Corporation and relating in any way to any Environmental Law or any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder;
(d) the Corporation has not released, placed, stored, buried or dumped any Hazardous Substance or any other wastes produced by, or resulting from, any business, commercial or industrial activities, operations or processes, on, beneath or adjacent to any of the properties owned or leased by the Corporation, except for inventories of such substances to be used, and wastes generated therefrom, in the ordinary course of business (which inventories and wastes, if any, were and are, stored or disposed of in accordance with applicable Laws and in a manner such that there has been no release of any such substances into the Environment);
(e) the Corporation has not received notice of any claim that any employee of the Corporation, in the course of his or her employment with the Corporation, has been exposed to any Hazardous Substances generated, produced or used by his or her respective employer which could give rise to any material claim against the Corporation;
(f) none of the properties owned or leased by the Corporation contains any: (i) underground storage tanks; (ii) asbestos; (iii) equipment using PCBs; (iv) underground injection wells; or (v) septic tanks in which process wastewater or any Hazardxxx Xubstances have been disposed, in each case, which will give rise to material liability to the Corporation; and
(g) there are no agreements which may require the Corpor...
Environmental and Other Permits and Licenses; Related Matters. (a) Except as disclosed in Section 8.13(a)(i) of the Disclosure Schedules, and except as would not reasonably be expected to result in a Material Adverse Effect, SOFEDIT and the SOFEDIT Subsidiaries currently hold and are in compliance with, all Permits, including, without limitation, Environmental Permits, necessary or proper for the current use, occupancy and operation of each Assex
Environmental and Other Permits and Licenses; Related Matters. Seller currently holds all the health and safety and other permits, licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities (collectively, "PERMITS") necessary or proper for the current use, occupancy and operation of the Assets and the conduct of the Business, and all such Permits are in full force and effect. There is no existing practice, action or activity of Seller and no existing condition of the Assets and the Business, which will give rise to any civil or criminal Liability under, or violate or prevent compliance with, any health or occupational safety or other applicable Environmental Law. Except as set forth in SECTION 3.13 of the Disclosure Schedule, Seller has not received any notice from any Governmental Authority revoking, canceling, rescinding, materially modifying or refusing to renew any Permit or providing written notice of violations under any Environmental Law related to the Assets or the Business. Seller is in all respects in compliance with the Permits and the requirements thereof.
Environmental and Other Permits and Licenses; Related Matters. Except as set forth in Section 3.12 of the Disclosure Statement, or as would not reasonably be expected to have a Material Adverse Effect on BCBS:
(a) There are no outstanding or, to BCBSKS's knowledge, threatened actions, claims, proceedings, or judgments by any party, including but not limited to any Governmental Authority, against BCBS, in any matter arising under any Environmental Law or requiring the remediation or removal of Hazardous Materials. There are no outstanding or, to the knowledge of BCBSKS, threatened orders, determinations or written notices of violation issued by any Governmental Authority administering Environmental Laws in connection with ownership of or operation by BCBS of the Business which have not been complied with or resolved to the satisfaction of such Governmental Authority.
(b) The Business is being and has been operated in compliance with all applicable Environmental Laws governing BCBS and the Business including, but not limited to, all discharges of Hazardous Materials into or onto the soil and/or the ground or surface water, emissions of Hazardous Materials into the ambient air, and generation, accumulation, labeling, transportation, removal, handling, treatment, storage and disposal of Hazardous Materials. BCBS has complied with all notice, record keeping and reporting requirements, informational requests and demands imposed by any Governmental Authority arising under any Environmental Laws.
(c) BCBS has not released, disposed of or caused or permitted the disposal of any Hazardous Materials upon any of the Real Property or any of the real properties at which BCBS has conducted the Business in violation of applicable Environmental Laws. BCBS has not, directly or indirectly, disposed of Hazardous Materials off-site in violation of applicable Environmental Laws.
(d) Except for Health Benefit Permits which are covered in Section 3.01(c), BCBS currently holds all the health and safety and other permits, licenses, authorizations, franchises, certificates, exemptions and approvals of Governmental Authorities (collectively, "Permits"), including, without limitation, Environmental Permits, necessary for the current use, occupancy and operation of each of its assets and properties, including, without limitation, the Assets, and the conduct of the Business, and all such Permits and Environmental Permits are in full force and effect. BCBS is in compliance with all Permits and the requirements of all Environmental Permits. Section 3...
