Environmental and Safety Matters. (a) Except as set forth on Schedule 3.15: (i) Each of SSCC, the Borrower and the Subsidiaries has obtained all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC and the Subsidiaries, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect. (ii) Each of SSCC, the Borrower and the Subsidiaries is in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (a) above, and also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, except for any noncompliance that could not reasonably be expected to have a Material Adverse Effect. (iii) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC or the Borrower, after inquiry, threatened against SSCC, the Borrower or any of the Subsidiaries under any Environmental Law that could reasonably be expected to result have a Material Adverse Effect. (iv) None of SSCC, the Borrower and the Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or any comparable state law or Canadian federal or provincial law that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “Hazardous Materials”) that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) for any such notices that could not reasonably be expected to have a Material Adverse Effect. (v) There have been no Releases of Hazardous Materials at, in, on, under or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject to any liability or obligation, whether contingent or otherwise, relating to any Environmental Law, that could reasonably be expected to have a Material Adverse Effect. (vi) To the best knowledge of SSCC and the Borrower, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCC, the Borrower or any of the Subsidiaries, except to the extent that the presence of, or exposure to, such material could not reasonably be expected to have a Material Adverse Effect. (vii) As of the Closing Date, to the knowledge of SSCC and the Borrower, none of the Real Properties are (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA. (viii) To the knowledge of SSCC and the Borrower, there are no events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, the emission, discharge, release or threatened release into the environment of, or exposure to, any Hazardous Material that could reasonably be expected to have a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (SMURFIT-STONE CONTAINER Corp), Credit Agreement (Smurfit Stone Container Corp)
Environmental and Safety Matters. (a) Except as set forth on Schedule 3.154.17:
(ia) Each of SSCCJSC, JSCE and the Borrower and the each of their respective Subsidiaries has obtained all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC JSC and the its Subsidiaries, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(iib) Each of SSCCJSC, JSCE and the Borrower and the each of their respective Subsidiaries is in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (a) aboveSection 4.17(a), and is also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, including those arising under the Resource Conservation and Recovery Act of 1976, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("CERCLA"), the Federal Water Pollution Control Act, the Federal Clean Air Act, and the Toxic Substances Control Act and any analogous or comparable state laws, except for any such instances of noncompliance that could not reasonably be expected to have result in a Material Adverse Effect.
(iiic) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC JSC, JSCE or the BorrowerBorrower or any of their respective Subsidiaries, after inquiry, threatened against SSCCJSC, JSCE or the Borrower or any of the their respective Subsidiaries under any Environmental Law that could reasonably be expected to result have in a Material Adverse Effect.
(ivd) None of SSCCJSC, JSCE, the Borrower and the or any of their respective Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) CERCLA or any comparable state law law, nor has JSC, JSCE, the Borrower or Canadian federal or provincial law any of their respective Subsidiaries received any notification that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “"Hazardous Materials”") that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) each case for any such notices that received after the date hereof that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.
(ve) There have been no Releases releases or threatened releases (in each case as defined in CERCLA) of Hazardous Materials atby JSC, inJSCE, the Borrower or any of their respective Subsidiaries on, under upon, into or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject to any liability Real Properties, which releases or obligation, whether contingent or otherwise, relating to any Environmental Law, that threatened releases could reasonably be expected to result in a Material Adverse Effect. To the best knowledge of JSC, JSCE, the Borrower and each of their respective Subsidiaries, there have been no such releases or threatened releases on, upon, under or into any real property in the vicinity of any of the Real Properties that, through soil, surface water or groundwater migration or contamination, may be located on, in or under such Real Properties and which could reasonably be expected to result in a Material Adverse Effect.
(vif) To the best knowledge of SSCC and JSC, JSCE, the BorrowerBorrower or any of their respective Subsidiaries, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCCJSC, JSCE, the Borrower Borrower, or any of the their respective Subsidiaries, except to the extent that the presence of, or exposure to, of such material could not reasonably be expected to have result in a Material Adverse Effect.
(viig) As of To the Closing Date, to the best knowledge of SSCC JSC, JSCE, the Borrower and the Borrowereach of their respective Subsidiaries after due inquiry, none of the Real Properties are of JSC, JSCE, the Borrower or any of their respective Subsidiaries is (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any Governmental Authority.
(viiih) To the knowledge of SSCC and the Borrower, there There are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, or the emission, discharge, release or threatened release into the environment ofenvironment, or exposure to, of any Hazardous Material that could reasonably be expected to have result in a Material Adverse Effect.
(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Jefferson Smurfit Corp /De/), Credit Agreement (Jsce Inc)
Environmental and Safety Matters. (a) Except as set forth on Schedule 3.15:4.16, -------------
(ia) Each of SSCC, the Borrower and each of the Subsidiaries has obtained all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC each Borrower and the Subsidiaries, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(iib) Each of SSCC, the Borrower and each of the Subsidiaries is in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (a) aboveSection 4.16(a), and are also is in compliance --------------- with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, including those arising under the Resource Conservation and Recovery Act of 1976, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Federal Water Pollution Control Act, the Federal Clean Air ------ Act, and the Toxic Substances Control Act and any analogous or comparable Canadian, state or provincial laws and regulations, except for any such instances of noncompliance that could not reasonably be expected to have result in a Material Adverse Effect.
(iiic) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC either Borrower or any of the BorrowerSubsidiaries, after inquiry, threatened against SSCC, the either Borrower or any of the Subsidiaries under any Environmental Law that could reasonably be expected to result have in a Material Adverse Effect.
(ivd) None Neither Borrower nor any of SSCC, the Borrower and the Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) CERCLA or any comparable state law law, nor has either Borrower or Canadian federal or provincial law any of the Subsidiaries received any notification that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “"Hazardous Materials”") ------------------- that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) each case for any such notices that that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.
(ve) There have been no Releases releases or threatened releases (in each case as defined in CERCLA) of Hazardous Materials at, in, on, under by either Borrower or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject to on, upon, into or from any liability of the Real Properties, which releases or obligation, whether contingent or otherwise, relating to any Environmental Law, that threatened releases could reasonably be expected to result in a Material Adverse Effect. To the best knowledge of each Borrower and each of the Subsidiaries, there have been no such releases or threatened releases on, upon, under or into any real property in the vicinity of any of the Real Properties that, through soil, surface water or groundwater migration or contamination, may be located on, in or under such Real Properties and which could reasonably be expected to result in a Material Adverse Effect.
(vif) To the best knowledge of SSCC each Borrower and each of the BorrowerSubsidiaries, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCC, the either Borrower or any of the Subsidiaries, Subsidiaries except to the extent that the presence of, or exposure to, of such material could not reasonably be expected to have result in a Material Adverse Effect.
(viig) As None of the Closing DateMortgaged Properties and, to the best knowledge of SSCC each Borrower and each of the BorrowerSubsidiaries after due inquiry, none of the other Real Properties of either Borrower or any of the Subsidiaries are (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any Governmental Authority.
(viiih) To the knowledge of SSCC and the Borrower, there There are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, or the emission, discharge, release or threatened release into the environment ofenvironment, or exposure to, of any Hazardous Material that could reasonably be expected to have result in a Material Adverse Effect.
(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental and Safety Matters. (a) Except as set forth on Schedule 3.154.15:
(ia) Each of SSCC, the Borrower SSCC and the Subsidiaries has obtained all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC and the Subsidiaries, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(iib) Each of SSCC, the Borrower SSCC and the Subsidiaries is in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (a) above, and is also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, except for any noncompliance that could not reasonably be expected to have a Material Adverse Effect.
(iiic) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC or the either Borrower, after inquiry, threatened against SSCC, the either Borrower or any of the Subsidiaries under any Environmental Law that could reasonably be expected to result have a Material Adverse Effect.
(ivd) None Neither SSCC nor any of SSCC, the Borrower and the Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or any comparable state law or Canadian federal or provincial law or that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “Hazardous Materials”) that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) for any such notices that could not reasonably be expected to have a Material Adverse Effect.
(ve) There have been no Releases releases or threatened releases of Hazardous Materials at, in, on, under by SSCC or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject on, upon, into or from any of the Real Properties, which releases or threatened releases could reasonably be expected to have a Material Adverse Effect. To the best knowledge of SSCC and each Borrower, there have been no such releases or threatened releases on, upon, under or into any liability real property in the vicinity of any of the Real Properties that, through soil, surface water or obligationgroundwater migration or contamination, whether contingent may be located on, in or otherwise, relating to any Environmental Law, that under such Real Properties and which could reasonably be expected to have a Material Adverse Effect.
(vif) To the best knowledge of SSCC and the each Borrower, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCC, the Borrower SSCC or any of the Subsidiaries, except to the extent that the presence of, or exposure to, such material could not reasonably be expected to have a Material Adverse Effect.
(viig) As of the Closing Date, to the knowledge of SSCC and the each Borrower, none of the Real Properties are (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA.
(viiih) To the knowledge of SSCC and the each Borrower, there are no events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, the emission, discharge, release or threatened release into the environment of, or exposure to, any Hazardous Material that could reasonably be expected to have a Material Adverse Effect.
(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental and Safety Matters. (a) Except as set forth on Schedule 3.15:4.17 (or, after the Stone Transaction Date, Schedule 4.16 to the Stone Credit Agreement, as in effect on the Third Restatement Date):
(ia) Each of SSCC, JSCE and the Borrower and the each of their respective Subsidiaries has obtained all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC and the its Subsidiaries, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(iib) Each of SSCC, JSCE and the Borrower and the each of their respective Subsidiaries is in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (a) aboveSection 4.17(a), and is also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, including those arising under the Resource Conservation and Recovery Act of 1976, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Federal Water Pollution Control Act, the Federal Clean Air Act, and the Toxic Substances Control Act and any analogous or comparable state laws and regulations, except for any such instances of noncompliance that could not reasonably be expected to have result in a Material Adverse Effect.
(iiic) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC SSCC, JSCE or the BorrowerBorrower or any of their respective Subsidiaries, after inquiry, threatened against SSCC, JSCE or the Borrower or any of the their respective Subsidiaries under any Environmental Law that could reasonably be expected to result have in a Material Adverse Effect.
(ivd) None of SSCC, JSCE, the Borrower and the or any of their respective Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) CERCLA or any comparable state law law, nor has SSCC, JSCE, the Borrower or Canadian federal or provincial law any of their respective Subsidiaries received any notification that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “"Hazardous Materials”") that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) each case for any such notices that that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.
(ve) There have been no Releases releases or threatened releases (in each case as defined in CERCLA) of Hazardous Materials atby SSCC, inJSCE, the Borrower or any of their respective Subsidiaries on, under upon, into or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject to any liability Real Properties, which releases or obligation, whether contingent or otherwise, relating to any Environmental Law, that threatened releases could reasonably be expected to result in a Material Adverse Effect. To the best knowledge of SSCC, JSCE, the Borrower and each of their respective Subsidiaries, there have been no such releases or threatened releases on, upon, under or into any real property in the vicinity of any of the Real Properties that, through soil, surface water or groundwater migration or contamination, may be located on, in or under such Real Properties and which could reasonably be expected to result in a Material Adverse Effect.
(vif) To the best knowledge of SSCC and SSCC, JSCE, the BorrowerBorrower or any of their respective Subsidiaries, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCC, JSCE, the Borrower Borrower, or any of the their respective Subsidiaries, except to the extent that the presence of, or exposure to, of such material could not reasonably be expected to have result in a Material Adverse Effect.
(viig) (i) As of the Closing Third Restatement Date, to the knowledge of SSCC and the Borrower, none of the Mortgaged Properties and, to the best knowledge of SSCC, JSCE, the Borrower and each of their respective Subsidiaries after due inquiry, none of the other Real Properties are of SSCC, JSCE, the Borrower or any of their respective Subsidiaries is (ix) listed or or, to the best knowledge of SSCC, JSCE, the Borrower and each of their respective Subsidiaries after due inquiry, proposed for listing on the National Priorities List under CERCLA or (iiy) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or, to the best knowledge of SSCC, JSCE, the Borrower and each of their respective Subsidiaries after due inquiry, on any comparable list maintained by any Governmental Authority, and (ii) after the Third Restatement Date, none of the Mortgaged Properties and, to the best knowledge of SSCC, JSCE, the Borrower and each of their respective Subsidiaries after due inquiry, none of the other Real Properties of SSCC, JSCE, the Borrower or any of their respective Subsidiaries is (x) listed or, to the best knowledge of SSCC, JSCE, the Borrower or any of their respective Subsidiaries after due inquiry, proposed for listing on the National Priorities List under CERCLA or (y) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or, to the best knowledge of SSCC, JSCE, the Borrower or any of their respective Subsidiaries after due inquiry, on any comparable list maintained by any Governmental Authority except to the extent that such listing could not reasonably be expected to result in a Material Adverse Effect.
(viiih) To the knowledge of SSCC and the Borrower, there There are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, or the emission, discharge, release or threatened release into the environment ofenvironment, or exposure to, of any Hazardous Material that could reasonably be expected to have result in a Material Adverse Effect.
(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental and Safety Matters. (a) Except as set forth on Schedule 3.15:4.16, -------------
(ia) Each of SSCC, the The Borrower and each of the Subsidiaries has have obtained all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC the Borrower and the Subsidiaries, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(iib) Each of SSCC, the The Borrower and each of the Subsidiaries is are in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (a) aboveSection 4.16(a), and are also is in compliance --------------- with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, including those arising under the Resource Conservation and Recovery Act of 1976, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Federal Water Pollution Control Act, the Federal Clean Air ------ Act, and the Toxic Substances Control Act and any analogous or comparable state laws, except for any such instances of noncompliance that could not reasonably be expected to have result in a Material Adverse Effect.
(iiic) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC the Borrower or any of the BorrowerSubsidiaries, after inquiry, threatened against SSCC, the Borrower or any of the Subsidiaries under any Environmental Law that could reasonably be expected to result have in a Material Adverse Effect.
(ivd) None of SSCC, the Borrower and or any of the Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) CERCLA or any comparable state law law, nor has the Borrower or Canadian federal or provincial law any of the Subsidiaries received any notification that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “"Hazardous Materials”") ------------------- that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) each case for any such notices that received after the date hereof that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.
(ve) There have been no Releases releases or threatened releases (in each case as defined in CERCLA) of Hazardous Materials at, in, on, under by the Borrower or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject to on, upon, into or from any liability of the Real Properties, which releases or obligation, whether contingent or otherwise, relating to any Environmental Law, that threatened releases could reasonably be expected to result in a Material Adverse Effect. To the best knowledge of the Borrower and each of the Subsidiaries, there have been no such releases or threatened releases on, upon, under or into any real property in the vicinity of any of the Real Properties that, through soil, surface water or groundwater migration or contamination, may be located on, in or under such Real Properties and which could reasonably be expected to result in a Material Adverse Effect.
(vif) To the best knowledge of SSCC the Borrower and each of the BorrowerSubsidiaries, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCC, the Borrower or any of the Subsidiaries, Subsidiaries except to the extent that the presence of, or exposure to, of such material could not reasonably be expected to have result in a Material Adverse Effect.
(viig) As None of the Closing DateMortgaged Properties and, to the best knowledge of SSCC the Borrower and each of the BorrowerSubsidiaries after due inquiry, none of the other Real Properties of the Borrower or any of the Subsidiaries are (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any Governmental Authority.
(viiih) To the knowledge of SSCC and the Borrower, there There are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, or the emission, discharge, release or threatened release into the environment ofenvironment, or exposure to, of any Hazardous Material that could reasonably be expected to have result in a Material Adverse Effect.
(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental and Safety Matters. (a) Except as set forth on Schedule 3.158.15:
(i) Each of SSCCAbitibiBowater, the any Borrower and the their respective Subsidiaries has obtained all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC AbitibiBowater and the Subsidiaries, taken as a whole, under any applicable Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(ii) Each of SSCCAbitibiBowater, the any Borrower and the their respective Subsidiaries is in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (ai) above, and also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, except for any noncompliance that could not reasonably be expected to have a Material Adverse Effect.
(iii) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC AbitibiBowater or the any Borrower, after inquirythreatened in writing against AbitibiBowater, threatened against SSCC, the any Borrower or any of the their respective Subsidiaries under any Environmental Law that could reasonably be expected to result have a Material Adverse Effect.
(iv) None of SSCCAbitibiBowater, the any Borrower and the their respective Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or any comparable state law or Canadian federal or provincial law that any hazardous substances or any pollutant or contaminantsubstances, as defined in CERCLA and its implementing regulations, or any pollutant, contaminant, toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “Hazardous Materials”) that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) for any such notices that could not reasonably be expected to have a Material Adverse Effect.
(v) There have been no Releases of Hazardous Materials at, in, on, under or from any locationof the Real Properties or any other property or facility currently or formerly owned, leased, used or operated by AbitibiBowater, any Borrower or any of their respective Subsidiaries, and neither SSCC AbitibiBowater, any Borrower nor any of the their respective Subsidiaries has otherwise become subject to any liability or obligation, whether contingent or otherwise, relating to any Environmental Law, that could reasonably be expected to have a Material Adverse Effect.
(vi) To the best knowledge of SSCC AbitibiBowater and the any Borrower, there is no asbestos or asbestos-containing material in, on, or at any Real Properties or any facility or equipment of SSCCAbitibiBowater, the any Borrower or any of the Subsidiaries, their respective Subsidiaries present in a condition that would result in violation of Environmental Law; except to the extent that the presence of, or exposure to, such material could not reasonably be expected to have a Material Adverse Effect.
(vii) As of the Closing Date, to the knowledge of SSCC AbitibiBowater and the any Borrower, none of the Real Properties are (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA.
(viii) To the knowledge of SSCC AbitibiBowater and the any Borrower, there are no events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, the emission, discharge, release or threatened release into the environment of, or exposure to, any Hazardous Material that could reasonably be expected to have a Material Adverse Effect.
(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 8.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental and Safety Matters. (a) Except as set forth on Schedule 3.154.17:
(ia) Each of SSCC, JSCE and the Borrower and the each of their respective Subsidiaries has obtained all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC and the its Subsidiaries, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(iib) Each of SSCC, JSCE and the Borrower and the each of their respective Subsidiaries is in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (a) aboveSection 4.17(a), and is also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, including those arising under the Resource Conservation and Recovery Act of 1976, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("CERCLA"), the Federal Water Pollution Control Act, the Federal Clean Air Act, and the Toxic Substances Control Act and any analogous or comparable state laws, except for any such instances of noncompliance that could not reasonably be expected to have result in a Material Adverse Effect.
(iiic) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC SSCC, JSCE or the BorrowerBorrower or any of their respective Subsidiaries, after inquiry, threatened against SSCC, JSCE or the Borrower or any of the their respective Subsidiaries under any Environmental Law that could reasonably be expected to result have in a Material Adverse Effect.
(ivd) None of SSCC, JSCE, the Borrower and the or any of their respective Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) CERCLA or any comparable state law law, nor has SSCC, JSCE, the Borrower or Canadian federal or provincial law any of their respective Subsidiaries received any notification that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “"Hazardous Materials”") that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) each case for any such notices that received after the date hereof that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.
(ve) There have been no Releases releases or threatened releases (in each case as defined in CERCLA) of Hazardous Materials atby SSCC, inJSCE, the Borrower or any of their respective Subsidiaries on, under upon, into or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject to any liability Real Properties, which releases or obligation, whether contingent or otherwise, relating to any Environmental Law, that threatened releases could reasonably be expected to result in a Material Adverse Effect. To the best knowledge of SSCC, JSCE, the Borrower and each of their respective Subsidiaries, there have been no such releases or threatened releases on, upon, under or into any real property in the vicinity of any of the Real Properties that, through soil, surface water or groundwater migration or contamination, may be located on, in or under such Real Properties and which could reasonably be expected to result in a Material Adverse Effect.
(vif) To the best knowledge of SSCC and SSCC, JSCE, the BorrowerBorrower or any of their respective Subsidiaries, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCC, JSCE, the Borrower Borrower, or any of the their respective Subsidiaries, except to the extent that the presence of, or exposure to, of such material could not reasonably be expected to have result in a Material Adverse Effect.
(viig) As of To the Closing Date, to the best knowledge of SSCC SSCC, JSCE, the Borrower and the Borrowereach of their respective Subsidiaries after due inquiry, none of the Real Properties are of SSCC, JSCE, the Borrower or any of their respective Subsidiaries is (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any Governmental Authority.
(viiih) To the knowledge of SSCC and the Borrower, there There are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, or the emission, discharge, release or threatened release into the environment ofenvironment, or exposure to, of any Hazardous Material that could reasonably be expected to have result in a Material Adverse Effect.
(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental and Safety Matters. (a) Except as set forth on Schedule 3.15:
Cidco: (i) Each is in compliance with all applicable Environmental Laws, (ii) has not received any written or oral notice or information of SSCCany type regarding any potential responsibility, the Borrower and the Subsidiaries noncompliance or alleged noncompliance or any investigatory or remedial obligations arising under applicable Environmental Laws, (iii) has obtained and is in compliance with all terms and conditions of all permits, licenses and other authorizations that are required pursuant to Environmental Laws, and material with respect (iv) is not subject to any pending or (to the Knowledge of Cidco) threatened judicial, legal or administrative proceeding alleging the violation of or any potential liability under Environmental Laws. Further, there are no conditions, events, occurrences or activities that have or could reasonably be expected to: (i) interfere with or prevent continued compliance with the Environmental Laws or continued operation of the business of SSCC and the SubsidiariesCidco as currently conducted, taken as a whole, (ii) give rise to liability against Cidco under any Environmental LawLaws, or (iii) form the basis of any claim, action, suit or proceeding of any type against or involving Cidco in connection with the Environmental Laws. The transactions contemplated by this Agreement do not and each such permitwill not impose any obligations under Environmental Laws for site investigation, license and authorization is in full force and effectremediation, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(ii) Each notice or consent of SSCCany Governmental Authority or third parties. For purposes of this Section 3.11, the Borrower and the Subsidiaries is in compliance with "Environmental Laws" means all material terms and conditions of the foreign, federal, state or local Laws, permits, licenses or requirements (including consent decrees, judicial decisions and authorizations specified administrative orders) presently in paragraph (a) above, and also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, except for any noncompliance that could not reasonably be expected to have a Material Adverse Effect.
(iii) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, force pertaining to the knowledge of SSCC protection, preservation, conservation or the Borrower, after inquiry, threatened against SSCC, the Borrower or any regulation of the Subsidiaries under any Environmental Law that could reasonably be expected environment, or imposing requirements relating to result have a Material Adverse Effect.
(iv) None of SSCCpublic or employee health and safety, the Borrower and the Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Emergency Planning and Community Right to Know Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Safe Drinking Water Act, and the Occupational Safety and Health Act, each as amended (“CERCLA”) or any comparable state law or Canadian federal or provincial law that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “Hazardous Materials”) that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) for any such notices that could not reasonably be expected to have a Material Adverse Effectreauthorized.
(v) There have been no Releases of Hazardous Materials at, in, on, under or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject to any liability or obligation, whether contingent or otherwise, relating to any Environmental Law, that could reasonably be expected to have a Material Adverse Effect.
(vi) To the best knowledge of SSCC and the Borrower, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCC, the Borrower or any of the Subsidiaries, except to the extent that the presence of, or exposure to, such material could not reasonably be expected to have a Material Adverse Effect.
(vii) As of the Closing Date, to the knowledge of SSCC and the Borrower, none of the Real Properties are (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA.
(viii) To the knowledge of SSCC and the Borrower, there are no events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, the emission, discharge, release or threatened release into the environment of, or exposure to, any Hazardous Material that could reasonably be expected to have a Material Adverse Effect.
(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Earthlink Inc)
Environmental and Safety Matters. (a) Except as set forth described on Schedule 3.15:
2.30, to the Sellers’ Knowledge, (i) Each of SSCC, the Borrower and the Subsidiaries each Seller has obtained all permits, licenses and other authorizations that Environmental Licenses which are required and material with respect to the operation of the business of SSCC and the Subsidiariesunder Environmental Laws, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(ii) Each of SSCC, the Borrower and the Subsidiaries each Seller is in compliance with all material terms and conditions of the permitssuch Environmental Licenses, licenses and authorizations specified in paragraph (aiii) above, and also each Seller is in compliance with all Environmental Laws and any other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Environmental Laws or pursuant to contained in any Environmental Law applicable to it and its businessregulation, assetscode, operations and propertiesplan, except for any noncompliance that could not reasonably be expected to have a Material Adverse Effect.
(iii) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceedinggovernmental order, notice or demand letter issued, entered, promulgated or request for information pending orapproved thereunder, to the knowledge (iv) neither any Seller, any predecessor in interest of SSCC any Seller, nor any other person or the Borrowerentity, after inquiryhas generated, threatened against SSCCmanufactured, the Borrower stored, transported, treated, recycled, released, disposed of or otherwise handled in any way Hazardous Substances on, beneath, or about any Real Property except in compliance with any Environmental Laws, (v) as of the Subsidiaries date hereof, there has not been any event, condition, circumstance, activity, practice, incident, action or plan which will interfere with or prevent continued compliance with the terms of any Environmental License or which would give rise to any liability under any Environmental Law that could reasonably be expected to result have a Material Adverse Effect.
(iv) None of SSCC, the Borrower and the Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or any comparable state law or Canadian federal or provincial law that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “Hazardous Materials”) that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) for any such notices that could not reasonably be expected to have a Material Adverse Effect.
(v) There have been no Releases of Hazardous Materials at, in, on, under or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject to any liability or obligation, whether contingent or otherwise, relating to any Environmental Law, that could reasonably be expected to have a Material Adverse Effect.
(vi) To the best knowledge of SSCC and the Borrower, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCC, the Borrower or any of the Subsidiaries, except to the extent that the presence of, or exposure to, such material could not reasonably be expected to have a Material Adverse Effect.
(vii) As of the Closing Date, to the knowledge of SSCC and the Borrower, none of the Real Properties are (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA.
(viii) To the knowledge of SSCC and the Borrower, there are no events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Lawcommon law or statutory liability, including but not limited to any event, condition, circumstance or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, activity based on or related to the resulting from any Seller’s or its agent’s manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, or the emission, discharge, release or threatened release into the environment ofenvironment, or exposure to, of any Hazardous Material that could reasonably be expected Substance, and (vi) no underground storage tanks or surface impoundments exist at the Real Property. Except as set forth on Schedule 2.30, there is no action, claim, governmental order, governmental investigation, notice or demand letter pending or, to have a Material Adverse Effectthe Sellers’ Knowledge, threatened against any Seller relating in any way to Environmental Laws or any regulation, code, plan, governmental order, notice or demand letter issued, entered, promulgated or approved thereunder.
(b) Since Each Seller has made available to the date Buyer true and correct copies of this Agreementall environmental reports and audits in its possession or under its control relating to or otherwise affecting the Real Property, there has been no change in the status operation of the matters disclosed on Schedule 3.15 that, individually Facilities thereon or in the aggregate, could reasonably be expected to have, a Material Adverse Effectany other uses thereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Kindred Healthcare, Inc)
Environmental and Safety Matters. (a) Except as set forth on Schedule 3.154.17:
(ia) Each of SSCC, the Borrower and each Subsidiary of the Subsidiaries Borrower has obtained all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC the Borrower and the its Subsidiaries, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(iib) Each of SSCC, the Borrower and each Subsidiary of the Subsidiaries Borrower is in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (a) aboveSection 4.17(a), and is also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, including those arising under the Resource Conservation and Recovery Act of 1976, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("CERCLA"), the Federal Water Pollution Control Act, the Federal Clean Air Act, and the Toxic Substances Control Act and any analogous or comparable state laws, except for any such instances of noncompliance that could not reasonably be expected to have result in a Material Adverse Effect.
(iiic) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC or the Borrower or any Subsidiary of the Borrower, after inquiry, threatened against SSCC, the Borrower or any Subsidiary of the Subsidiaries Borrower under any Environmental Law that could reasonably be expected to result have in a Material Adverse Effect.
(ivd) None of SSCC, the Borrower and or any Subsidiary of the Subsidiaries Borrower has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) CERCLA or any comparable state law law, nor has the Borrower or Canadian federal or provincial law any Subsidiary of the Borrower received any notification that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “"Hazardous Materials”") that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) each case for any such notices that that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.
(ve) There have been no Releases releases or threatened releases (in each case as defined in CERCLA) of Hazardous Materials at, in, by the Borrower or any Subsidiary of the Borrower on, under upon, into or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject to any liability Real Properties, which releases or obligation, whether contingent or otherwise, relating to any Environmental Law, that threatened releases could reasonably be expected to result in a Material Adverse Effect. To the best knowledge of the Borrower and each Subsidiary of the Borrower, there have been no such releases or threatened releases on, upon, under or into any real property in the vicinity of any of the Real Properties that, through soil, surface water or groundwater migration or contamination, may be located on, in or under such Real Properties and which could reasonably be expected to result in a Material Adverse Effect.
(vif) To the best knowledge of SSCC and the Borrower, Borrower or any Subsidiary of the Borrower there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCCthe Borrower, or any Subsidiary of the Borrower or any of the Subsidiaries, except to the extent that the presence of, or exposure to, of such material could not reasonably be expected to have result in a Material Adverse Effect.
(viig) As To the best knowledge of the Closing Date, to Borrower and each Subsidiary of the knowledge of SSCC and the BorrowerBorrower after due inquiry, none of the Real Properties are of the Borrower or any Subsidiary of the Borrower is (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any Governmental Authority.
(viiih) To the knowledge of SSCC and the Borrower, there There are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, or the emission, discharge, release or threatened release into the environment ofenvironment, or exposure to, of any Hazardous Material that could reasonably be expected to have result in a Material Adverse Effect.
(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental and Safety Matters. (a) Except as set forth --------------------------------- on Schedule 3.154.17:
(ia) Each of SSCC, JSCE and the Borrower and the each of their respective Subsidiaries has obtained all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC and the its Subsidiaries, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(iib) Each of SSCC, JSCE and the Borrower and the each of their respective Subsidiaries is in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (a) aboveSection 4.17(a), and is also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, including those arising under the Resource Conservation and Recovery Act of 1976, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("CERCLA"), the Federal Water Pollution Control Act, the Federal Clean Air Act, and the Toxic Substances Control Act and any analogous or comparable state laws, except for any such instances of noncompliance that could not reasonably be expected to have result in a Material Adverse Effect.
(iiic) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC SSCC, JSCE or the BorrowerBorrower or any of their respective Subsidiaries, after inquiry, threatened against SSCC, JSCE or the Borrower or any of the their respective Subsidiaries under any Environmental Law that could reasonably be expected to result have in a Material Adverse Effect.
(ivd) None of SSCC, JSCE, the Borrower and the or any of their respective Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) CERCLA or any comparable state law law, nor has SSCC, JSCE, the Borrower or Canadian federal or provincial law any of their respective Subsidiaries received any notification that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “"Hazardous Materials”") that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) each case for any such notices that received after the Second Restatement Date that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.
(ve) There have been no Releases releases or threatened releases (in each case as defined in CERCLA) of Hazardous Materials atby SSCC, inJSCE, the Borrower or any of their respective Subsidiaries on, under upon, into or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject to any liability Real Properties, which releases or obligation, whether contingent or otherwise, relating to any Environmental Law, that threatened releases could reasonably be expected to result in a Material Adverse Effect. To the best knowledge of SSCC, JSCE, the Borrower and each of their respective Subsidiaries, there have been no such releases or threatened releases on, upon, under or into any real property in the vicinity of any of the Real Properties that, through soil, surface water or groundwater migration or contamination, may be located on, in or under such Real Properties and which could reasonably be expected to result in a Material Adverse Effect.
(vif) To the best knowledge of SSCC and SSCC, JSCE, the BorrowerBorrower or any of their respective Subsidiaries, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCC, JSCE, the Borrower Borrower, or any of the their respective Subsidiaries, except to the extent that the presence of, or exposure to, of such material could not reasonably be expected to have result in a Material Adverse Effect.
(viig) As of To the Closing Date, to the best knowledge of SSCC SSCC, JSCE, the Borrower and the Borrowereach of their respective Subsidiaries after due inquiry, none of the Real Properties are of SSCC, JSCE, the Borrower or any of their respective Subsidiaries is (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any Governmental Authority.
(viiih) To the knowledge of SSCC and the Borrower, there There are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, or the emission, discharge, release or threatened release into the environment ofenvironment, or exposure to, of any Hazardous Material that could reasonably be expected to have result in a Material Adverse Effect.
(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental and Safety Matters. (a) Except as set forth on Schedule 3.15:4.16,
(ia) Each of SSCC, the Borrower and each of the Subsidiaries has obtained all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC each Borrower and the Subsidiaries, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(iib) Each of SSCC, the Borrower and each of the Subsidiaries is in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (a) aboveSection 4.16(a), and are also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, including those arising under the Resource Conservation and Recovery Act of 1976, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Federal Water Pollution Control Act, the Federal Clean Air Act, and the Toxic Substances Control Act and any analogous or comparable Canadian, state or provincial laws and regulations, except for any such instances of noncompliance that could not reasonably be expected to have result in a Material Adverse Effect.
(iiic) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC either Borrower or any of the BorrowerSubsidiaries, after inquiry, threatened against SSCC, the either Borrower or any of the Subsidiaries under any Environmental Law that could reasonably be expected to result have in a Material Adverse Effect.
(ivd) None Neither Borrower nor any of SSCC, the Borrower and the Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) CERCLA or any comparable state law law, nor has either Borrower or Canadian federal or provincial law any of the Subsidiaries received any notification that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “"Hazardous Materials”") that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) each case for any such notices that that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.
(ve) There have been no Releases releases or threatened releases (in each case as defined in CERCLA) of Hazardous Materials at, in, on, under by either Borrower or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject to on, upon, into or from any liability of the Real Properties, which releases or obligation, whether contingent or otherwise, relating to any Environmental Law, that threatened releases could reasonably be expected to result in a Material Adverse Effect. To the best knowledge of each Borrower and each of the Subsidiaries, there have been no such releases or threatened releases on, upon, under or into any real property in the vicinity of any of the Real Properties that, through soil, surface water or groundwater migration or contamination, may be located on, in or under such Real Properties and which could reasonably be expected to result in a Material Adverse Effect.
(vif) To the best knowledge of SSCC each Borrower and each of the BorrowerSubsidiaries, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCC, the either Borrower or any of the Subsidiaries, Subsidiaries except to the extent that the presence of, or exposure to, of such material could not reasonably be expected to have result in a Material Adverse Effect.
(viig) As None of the Closing DateMortgaged Properties and, to the best knowledge of SSCC each Borrower and each of the BorrowerSubsidiaries after due inquiry, none of the other Real Properties of either Borrower or any of the Subsidiaries are (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any Governmental Authority.
(viiih) To the knowledge of SSCC and the Borrower, there There are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, or the emission, discharge, release or threatened release into the environment ofenvironment, or exposure to, of any Hazardous Material that could reasonably be expected to have result in a Material Adverse Effect.
(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
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Environmental and Safety Matters. (a) Except as set forth on Schedule 3.15:4.16,
(ia) Each of SSCC, the Borrower and the Subsidiaries has obtained all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC and the Subsidiaries, taken Except as a whole, under any would not have an Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(ii) Each of SSCC, the Borrower and the Subsidiaries is Buyer has operated in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (a) above, and also is in compliance with all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules requirements and timetables contained in obligations of Environmental Laws and related orders of any court or pursuant to any other governmental authority;
(b) Except as would not have an Environmental Law applicable to it and its business, assets, operations and properties, except for any noncompliance that could not reasonably be expected to have a Material Adverse Effect.
(iii) There is no civil, criminal or administrative actionthere are not any existing, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC or the Borrower, after inquiryBuyer, threatened actions, suits, claims, investigations, inquiries or proceedings by or before any court or any other governmental entity directed against SSCCthe Buyer that pertain or relate to (1) any remedial obligations under any applicable Environmental Law, (2) violations by Buyer of any Environmental Law, (3) personal injury or property damage claims relating to a release, discharge or disposal of Hazardous Materials or other Environmental Conditions, or (4) response, removal, or remedial costs under CERCLA, RCRA, or any similar state laws;
(c) With respect to permits and licenses, (1) all licenses, permits, consents, or other approvals required under Environmental Laws that are necessary to the Borrower operations of the Buyer have been obtained and are in full force and effect and the Buyer is unaware of any basis for revocation or suspension of any such licenses, permits, consents or other approvals; (2) to the best of the Buyer's knowledge, no Environmental Laws impose any obligation upon Buyer, as a result of any transaction contemplated hereby, requiring prior notification to any governmental entity of the transfer of any permit, license, consent, or other approval which is necessary to the operations of the Buyer's properties and Assets; and (3) except as would not have an Environmental Material Adverse Effect, Buyer has conducted its operations in compliance with such permits, licenses, consents, or approvals, and at the production levels or emission levels specified in such permits, licenses, consents, or approvals;
(d) To the knowledge of the Buyer, no portion of any of the Subsidiaries properties owned or operated by Buyer is listed on the NPL or the CERCLIS list under CERCLA, or any similar ranking or listing under any state law;
(e) To the knowledge of Buyer, all Hazardous Materials generated by the Buyer have been transported by carriers, or stored, treated and disposed of by treatment, storage and disposal facilities, authorized or maintaining valid permits under all applicable Environmental Law Laws;
(f) To the knowledge of Buyer, no person has disposed or released any Hazardous Materials on, at, or under the properties owned or operated by Buyer, except in compliance with laws, or except as would not have an Environmental Material Adverse Effect;
(g) Buyer is not aware of any Environmental Remediation Costs that are required or are planned to be expended relating to the operations of Buyer for which Buyer reasonably anticipates payment or accrual; and
(h) Except as would not have an Environmental Material Adverse Effect, no facts or circumstances exist which could reasonably be expected to result have a Material Adverse Effect.
(iv) None of SSCC, in any liability to the Borrower Buyer with respect to the current or past business and the Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or any comparable state law or Canadian federal or provincial law that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “Hazardous Materials”) that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) for any such notices that could not reasonably be expected to have a Material Adverse Effect.
(v) There have been no Releases of Hazardous Materials at, in, on, under or from any location, and neither SSCC nor any operations of the Subsidiaries has otherwise become subject to any liability or obligation, whether contingent or otherwise, relating to any Environmental Law, that could reasonably be expected to have a Material Adverse Effect.
(vi) To the best knowledge of SSCC and the Borrower, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCC, the Borrower or any of the Subsidiaries, except to the extent that the presence of, or exposure to, such material could not reasonably be expected to have a Material Adverse Effect.
(vii) As of the Closing Date, to the knowledge of SSCC and the Borrower, none of the Real Properties are Buyer in connection with (i) listed any release, transportation or proposed for listing on the National Priorities List under CERCLA disposal of any Hazardous Materials, or (ii) listed any action taken or omitted that was not in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA.
(viii) To the knowledge of SSCC and the Borrower, there are no events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere full compliance with or prevent compliance with was in violation of any applicable Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, the emission, discharge, release or threatened release into the environment of, or exposure to, any Hazardous Material that could reasonably be expected to have a Material Adverse Effect.
(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental and Safety Matters. (a) Except as set forth on SCHEDULE 4.16 (or, after the JSC Transaction Date, Schedule 3.15:4.17 to the JSC Credit Agreement as in effect on the Restatement Date).
(ia) Each of SSCC, the Borrower and each of the Subsidiaries has obtained all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC such Borrower and the Subsidiaries, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(iib) Each of SSCC, the Borrower and each of the Subsidiaries is in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (a) aboveSECTION 4.16(a), and are also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, including those arising under the Resource Conservation and Recovery Act of 1976, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Federal Water Pollution Control Act, the Federal Clean Air Act, and the Toxic Substances Control Act and any analogous or comparable Canadian federal or provincial laws and regulations, except for any such instances of noncompliance that could not reasonably be expected to have result in a Material Adverse Effect.
(iiic) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC either Borrower or any of the BorrowerSubsidiaries, after inquiry, threatened against SSCC, the either Borrower or any of the Subsidiaries under any Environmental Law that could reasonably be expected to result have in a Material Adverse Effect.
(ivd) None Neither Borrower nor any of SSCC, the Borrower and the Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) CERCLA or any comparable state law or Canadian federal or provincial law law, nor has either Borrower or any of the Subsidiaries received any notification that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “Hazardous Materials”"HAZARDOUS MATERIALS") that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) each case for any such notices that that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.
(ve) There have been no Releases releases or threatened releases (in each case as defined in CERCLA) of Hazardous Materials at, in, on, under by either Borrower or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject to on, upon, into or from any liability of the Real Properties, which releases or obligation, whether contingent or otherwise, relating to any Environmental Law, that threatened releases could reasonably be expected to result in a Material Adverse Effect. To the best knowledge of each Borrower and each of the Subsidiaries, there have been no such releases or threatened releases on, upon, under or into any real property in the vicinity of any of the Real Properties that, through soil, surface water or groundwater migration or contamination, may be located on, in or under such Real Properties and which could reasonably be expected to result in a Material Adverse Effect.
(vif) To the best knowledge of SSCC each Borrower and each of the BorrowerSubsidiaries, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCC, the either Borrower or any of the Subsidiaries, Subsidiaries except to the extent that the presence of, or exposure to, of such material could not reasonably be expected to have result in a Material Adverse Effect.
(viig) (i) As of the Closing Restatement Date, to the knowledge of SSCC and the Borrower, none of the Mortgaged Properties and, to the best knowledge of each Borrower and each of the Subsidiaries after due inquiry, none of the other Real Properties of either Borrower or any of the Subsidiaries are (iA) listed or or, to the best knowledge of each Borrower and each of the Subsidiaries after due inquiry, proposed for listing on the National Priorities List under CERCLA or (iiB) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or, to the best knowledge of each Borrower and each of its Subsidiaries after due inquiry, on any comparable list maintained by any Governmental Authority and, (ii) after the Restatement Date, none of the Mortgaged Properties and, to the best knowledge of each Borrower and each of the Subsidiaries after due inquiry, none of the other Real Properties of either Borrower or any of the Subsidiaries are (x) listed or, to the best knowledge of each Borrower and each of the Subsidiaries after due inquiry, proposed for listing on the National Priorities List under CERCLA or (y) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or, to the best knowledge of each Borrower and each of its Subsidiaries after due inquiry, on any comparable list maintained by any Governmental Authority except to the extent that such listing could not reasonably be expected to result in a Material Adverse Effect.
(viiih) To the knowledge of SSCC and the Borrower, there There are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, or the emission, discharge, release or threatened release into the environment ofenvironment, or exposure to, of any Hazardous Material that could reasonably be expected to have result in a Material Adverse Effect.
(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.15 that, individually or in the aggregate, could reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental and Safety Matters. (a) Except as set forth on Schedule 3.153.17:
(ia) Each of SSCC, the The Borrower and the each of its Subsidiaries has obtained and is in compliance with all permits, licenses and other authorizations that are required and material with respect to the operation of the business of SSCC and the Subsidiaries, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(iib) Each of SSCC, the The Borrower and the each of its Subsidiaries is in compliance with all material terms and conditions of the permits, licenses and authorizations specified in paragraph (a) above, and also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable and material to it and its business, assets, operations and properties, including those arising under the Resource Conservation and Recovery Act of 1976, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("CERCLA"), the Federal Water Pollution Control Act, as amended, the Federal Clean Air Act, as amended, the Occupational, Safety and Health Act and the Toxic Substances Control Act and any analogous or comparable state laws, except for any noncompliance that where the failure so to comply could not reasonably be expected to have result in a Material Adverse Effect.
(iiic) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC or the Borrower, after inquiry, threatened against SSCC, the Borrower or any of its Subsidiaries, after reasonable inquiry, threatened against the Borrower or any of its Subsidiaries under any Environmental Law Law, except to the extent that the same could not reasonably be expected to result have in a Material Adverse Effect.
(ivd) None of SSCC, Neither the Borrower and the nor any of its Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) CERCLA or any comparable state law or Canadian federal or provincial law law, nor has any such Person received any notification that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “collectively "Hazardous Materials”") that it or any of their respective predecessors in interest has used, generated, stored, testedtreated, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a removal action, remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in to the cases of (A) and (B) for any such notices extent that the same could not reasonably be expected to have result in a Material Adverse Effect.
(ve) There have been no Releases releases or threatened releases (in each case as defined in CERCLA) of Hazardous Materials at, in, by the Borrower or any of its Subsidiaries on, under upon, into or from any location, and neither SSCC nor any of the Subsidiaries has otherwise become subject to any liability their respective facilities or obligation, whether contingent or otherwise, relating to any Environmental Law, operations that could reasonably be expected to result in a Material Adverse Effect. To the best knowledge of the Borrower and each of its Subsidiaries, there have been no such releases or threatened releases on, upon, under or into any real property in the vicinity of any of their respective facilities or operations that, through soil, surface water or groundwater migration or contamination, may be located on, in or under such facilities or operations and that could reasonably be expected to result in a Material Adverse Effect.
(vif) To the best knowledge of SSCC and the Borrower, there There is no asbestos in, on, or at any Real Properties of the facilities or any facility or equipment operations of SSCC, the Borrower or any of the its Subsidiaries, except to the extent that the presence of, or exposure to, of such material could not reasonably be expected to have result in a Material Adverse Effect.
(viig) As To the best knowledge of the Closing Date, to the knowledge Borrower and each of SSCC and the Borrowerits Subsidiaries after reasonable inquiry, none of the Real Properties are material properties or assets of the Borrower or any of its Subsidiaries is (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any Governmental Authority.
(viiih) To the knowledge of SSCC and the Borrower, there There are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or which may give rise to liability under any Environmental Law, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, or the emission, discharge, release or threatened release into the environment ofenvironment, or exposure to, of any Hazardous Material that could reasonably be expected to have result in a Material Adverse Effect.
(bi) Since the date No Lien in favor of this Agreement, there any Person relating to or in connection with any liability under any Environmental Law has been no change in the status filed or has been attached to any property or asset of the matters disclosed on Schedule 3.15 thatBorrower or any of its Subsidiaries, individually or in except to the aggregate, extent that the same could not reasonably be expected to have, result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Kroger Co)