Environmental and Safety Requirements. Except as set forth on Schedule 3.28: (a) To the knowledge of the Company, the Company has complied and is in compliance with all applicable Environmental and Safety Requirements, and the Company possesses all required Permits and has filed all notices or applications, required thereby. (b) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authorities, the Company has never generated, transported, treated, stored, disposed of, arranged for the disposal of or otherwise handled any Hazardous Materials at any site, location or facility owned or operated or used by the Company in the Development Work or at any offsite location. (c) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authorities, no Hazardous Materials are present on, in, under or emanating from the Leased Real Property, and the Leased Real Property contains no Hazardous Materials in concentrations and under conditions that would result in any violations of, or any liability under, any applicable Environmental and Safety Requirements. To the knowledge of the Company, there are no underground storage tanks on the Leased Real Property. (d) The Company has not been subject to, nor has the Company received any notice (written or oral) of, any private, administrative or judicial action, order, or investigation or any notice (written or oral) of any intended private, administrative, or judicial action, order or investigation relating to any alleged violation of Environmental and Safety Requirements or the presence or alleged presence of Hazardous Materials in, under, upon, or emanating from the any real or immovable property now or previously owned or used by the Company or any offsite location, and, to the knowledge of the Company, there is no reasonable basis in fact or law for any such notice or action; and there are no pending or threatened actions, investigations or, to the knowledge of the Company, orders or proceedings (or notices of potential actions or proceedings) from any Governmental Authority regarding any matter relating to Environmental and Safety Requirements. (e) For purposes of this Agreement, “Environmental and Safety Requirements” means all federal, state and local or municipal laws, rules, regulations, ordinances, orders, statutes and requirements, and all common law, relating to public health and safety, worker health and safety, pollution or protection of the environment, all as amended and existing on or before the Closing and which are applicable to the Company or the Development Work. For purposes of this Agreement, “Hazardous Materials” means (A) hazardous materials, hazardous substances, extremely hazardous substances or hazardous wastes, as those terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq., the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq., and any other Environmental and Safety Requirements; (B) petroleum, including, without limitation, crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (C) any radioactive material governed by Environmental and Safety Requirements, including, without limitation, any source, special nuclear, or by-product material as defined in 42 U.S.C. §2011 et seq.; and (D) asbestos in any form or condition requiring abatement or removal in accordance with Environmental Safety Requirements; and (E) any other material, substance or waste to which liability or standards of conduct may be imposed under any Environmental and Safety Requirements. However, the term “Hazardous Materials” does not include substances or materials used in the ordinary course of Company operations and the use of which does not constitute a violation of Environmental and Safety Requirements. Examples of substances and materials which do not constitute “Hazardous Materials,” include, but are not limited to: (i) gasoline and lubricants properly used in vehicles and equipment; (ii) laboratory chemicals and cleaning supplies used in accordance with container label requirements or related material data safety sheets; (iii) radioactive isotopes used in smoke detectors; (iv) compressed gases used in laboratories; (v) batteries used in equipment; (vi) municipal waste generated and properly disposed of; and (vii) building materials containing non-friable asbestos or other substances which do not require affirmative abatement or removal.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Kensey Nash Corp)
Environmental and Safety Requirements. Except as set forth and ------------------------------------- described with particularity on Schedule 3.283.26 attached hereto:
(a) To the knowledge of the Company, the Company has complied and is in compliance in all material respects with all applicable Environmental and Safety Requirements, and the Company possesses all required Permits and has filed all notices or applications, required thereby.Requirements (as hereinafter defined);
(b) Except as permitted or allowed by without limiting the generality of the foregoing, the Company has obtained and complied with, and is in compliance with, all material permits, licenses and other authorizations that are required pursuant to Environmental and Safety Requirements for the occupation of its facilities and the operation of the businesses, which such permits, licenses and authorizations may be relied upon by the Buyer for the lawful operation by the Company of its businesses and the Properties on and after the Closing without transfer, reissuance or Rules issued by Governmental Authorities, other governmental action;
(c) the Company has never generatednot received any written notice, transportedreport or other information regarding any actual or alleged violation of Environmental and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the operation by the Company of its businesses or the Properties and arising under Environmental and Safety Requirements;
(d) none of the following exists at any property or facility owned or operated by the Company (i) underground storage tanks that contain any hazardous materials or substances including, without limitation, petroleum and petroleum based products, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls or (iv) landfills, surface impoundments or disposal areas for hazardous materials or substances or municipal solid waste;
(e) the Company has not treated, stored, disposed of, arranged for or permitted the disposal of of, transported, handled, or otherwise handled released any Hazardous Materials at any sitehazardous substance or petroleum or petroleum based products, location or facility owned or operated any property or used facility (and no such property or facility is contaminated by the Company any such substance) in the Development Work a manner that has given or at would give rise to liabilities, including any offsite location.
(c) Except as permitted liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authorities, no Hazardous Materials are present on, in, under or emanating from the Leased Real Property, and the Leased Real Property contains no Hazardous Materials in concentrations and under conditions that would result in any violations ofattorney fees, or any liability underinvestigative, corrective or remedial obligations, pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), or the Solid Waste Disposal Act, as amended ("SWDA"), or any applicable other ------ ---- Environmental and Safety Requirements. To ;
(f) neither this Agreement nor the knowledge consummation of the Companytransaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, there are no underground storage tanks on or notification to or consent of government agencies or third parties, pursuant to any of the Leased Real Property.so-called "transaction-triggered" or "responsible property transfer" Environmental and Safety Requirements; and
(dg) The the Company has not been subject toexpressly assumed or undertaken any liability, nor has the Company received including without limitation any notice (written obligation for corrective or oral) of, any private, administrative or judicial remedial action, order, or investigation or any notice (written or oral) of any intended private, administrative, or judicial action, order or investigation relating to any alleged violation of Environmental and Safety Requirements or the presence or alleged presence of Hazardous Materials in, under, upon, or emanating from the any real or immovable property now or previously owned or used by the Company or any offsite location, and, to the knowledge of the Company, there is no reasonable basis in fact or law for any such notice or action; and there are no pending or threatened actions, investigations or, to the knowledge of the Company, orders or proceedings (or notices of potential actions or proceedings) from any Governmental Authority regarding any matter other person relating to Environmental and Safety Requirements.
(eh) For purposes of this Agreement, “Agreement "Environmental and Safety ------------------------ Requirements” " means all federal, state state, local and local or municipal laws, rulesforeign statutes, regulations, ordinances------------ ordinances and similar provisions having the force or effect of law, ordersall judicial and administrative orders and determinations, statutes and requirements, all contractual obligations and all common law, relating to law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all as amended and existing on or before the Closing and which are applicable those relating to the Company presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or the Development Work. For purposes cleanup of this Agreement, “Hazardous Materials” means (A) any hazardous materials, hazardous substances, extremely hazardous substances or hazardous wastes, as those terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq., the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq., and any other Environmental and Safety Requirements; (B) petroleum, including, without limitation, crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (C) any radioactive material governed by Environmental and Safety Requirements, including, without limitation, any source, special nuclear, or by-product material as defined in 42 U.S.C. §2011 et seq.; and (D) asbestos in any form or condition requiring abatement or removal in accordance with Environmental Safety Requirements; and (E) any other material, substance or waste to which liability or standards of conduct may be imposed under any Environmental and Safety Requirements. However, the term “Hazardous Materials” does not include chemical substances or materials used in the ordinary course of Company operations and the use of which does not constitute a violation of Environmental and Safety Requirements. Examples of substances and materials which do not constitute “Hazardous Materials,” includemixtures, but are not limited to: (i) gasoline and lubricants properly used in vehicles and equipment; (ii) laboratory chemicals and cleaning supplies used in accordance with container label requirements pesticides, agricultural chemicals, pollutants, contaminants, toxic chemicals, petroleum products or related material data safety sheets; (iii) radioactive isotopes used in smoke detectors; (iv) compressed gases used in laboratories; (v) batteries used in equipment; (vi) municipal waste generated and properly disposed of; and (vii) building materials containing non-friable asbestos byproducts, asbestos, polychlorinated biphenyls, noise or other substances which do not require affirmative abatement or removalradiation.
Appears in 1 contract
Environmental and Safety Requirements. Except as set forth on Schedule 3.28:
(a) To the knowledge of the Company, the Company has complied and is in compliance with all applicable Environmental and Safety Requirements, and the Company possesses all required Permits and has filed all notices or applications, required thereby.
(b) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authorities, the Company has never generated, transported, treated, stored, disposed of, arranged for the disposal of or otherwise handled any Hazardous Materials at any site, location or facility owned or operated or used by the Company in the Development Work or at any offsite location.
(c) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authorities, no Hazardous Materials are present on, in, under or emanating from the Leased Real Property, and the Leased Real Property contains no Hazardous Materials in concentrations and under conditions that would result in any violations of, or any liability under, any applicable Environmental and Safety Requirements. To the knowledge of the Company, there are no underground storage tanks on the Leased Real Property.
(dc) The Company has not been subject to, nor has the Company received any notice (written or oral) of, any private, administrative or judicial action, order, or investigation or any notice (written or oral) of any intended private, administrative, or judicial action, order or investigation relating to any alleged violation of Environmental and Safety Requirements or the presence or alleged presence of Hazardous Materials in, under, upon, or emanating from the any real or immovable property now or previously owned or used by the Company in the Business or any offsite location, and, to the knowledge of the Company, there is no reasonable basis in fact or law for any such notice or action; and there are no pending or threatened actions, investigations or, to the knowledge of the Company, orders or proceedings (or notices of potential actions or proceedings) from any Governmental Authority governmental agency or any other entity regarding any matter relating to Environmental and Safety Requirements.
(d) To the knowledge of the Company, no facts, events or conditions with respect to the past or present operations or facilities of the Company, its assets or the Business exist which would reasonably be expected to interfere with or prevent continued compliance with, or would give rise to any common law or statutory liability or otherwise form the basis of any claim, action, suit, proceeding, hearing or investigation against or involving its assets or the Business under any Environmental and Safety Requirement based on any such fact, event or circumstance, including, without limitation, liability for cleanup costs, personal injury or property damage.
(e) There are no engineering or environmental studies with respect to the Company, the Leased Real Property or the Business of which the Company has possession or control.
(f) For purposes of this Agreement, “Environmental and Safety Requirements” "ENVIRONMENTAL AND SAFETY REQUIREMENTS" means all federal, state and local or municipal laws, rules, regulations, ordinances, orders, statutes and requirements, and all common law, relating to public health and safety, worker health and safety, pollution or protection of the environment, all as amended and existing on or before the Closing and which are applicable to the Company or the Development Workhereafter amended. For purposes of this Agreement, “Hazardous Materials” "HAZARDOUS MATERIALS" means (A) hazardous materials, hazardous substances, extremely hazardous substances or hazardous wastes, as those terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 ss.9601 et seq., the Resource Conservation and Xxxxxxxx XxxRecovery Act, 00 X.X.X. §0000 42 U.S.C. ss.6901 et seq., and any other Environmental and Safety Requirements; (B) petroleum, including, without limitation, crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (C) any radioactive material governed by Environmental and Safety Requirementsmaterial, including, without limitation, any source, special nuclear, or by-product material as defined in 42 U.S.C. §2011 ss.2011 et seq.; and (D) asbestos in any form or condition requiring abatement or removal in accordance with Environmental Safety Requirementscondition; and (E) any other material, substance or waste to which liability or standards of conduct may be imposed under any Environmental and Safety Requirements. However, the term “Hazardous Materials” does not include substances or materials used in the ordinary course of Company operations and the use of which does not constitute a violation of Environmental and Safety Requirements. Examples of substances and materials which do not constitute “Hazardous Materials,” include, but are not limited to: (i) gasoline and lubricants properly used in vehicles and equipment; (ii) laboratory chemicals and cleaning supplies used in accordance with container label requirements or related material data safety sheets; (iii) radioactive isotopes used in smoke detectors; (iv) compressed gases used in laboratories; (v) batteries used in equipment; (vi) municipal waste generated and properly disposed of; and (vii) building materials containing non-friable asbestos or other substances which do not require affirmative abatement or removal.
Appears in 1 contract
Environmental and Safety Requirements. Except as set forth on Schedule 3.28:
(a) To The Company and its operations are and have been for the knowledge of the Companypast three years in compliance, the Company has complied and is in compliance each case in all material respects, with all applicable Environmental and Safety Requirements, including possession of all Governmental Authorizations required under Environmental and the Company possesses all required Permits Safety Requirements and has filed filing of all notices or applications, applications required thereby.
(b) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental AuthoritiesTo the Seller’s Knowledge, (i) the Company has never generated, transported, treated, stored, disposed of, arranged for the disposal of of, or otherwise handled handled, any Hazardous Materials at any site, location or facility owned or operated or used by the Company in the Development Work Business or at any offsite location.
location and (cii) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authoritiesto the Seller’s Knowledge, no Hazardous Materials are present on, in, under or emanating from the Leased Real Property, and the Leased Real Property contains no does not contain any Hazardous Materials in concentrations except as, for either or both (i) and under conditions that (ii), would not result in any violations a condition in material violation of, or any material liability under, any applicable Environmental and Safety RequirementsRequirements for which the Company would be responsible. To the knowledge of the Company, there are no The Company does not own or operate any underground storage tanks on the Leased Real Property.
(dc) The Company has not been subject to, nor has and the Company has not received any notice (written or oral) ofnotice, of any private, administrative or judicial action, orderOrder, or investigation or any notice (written or oral) of any intended private, administrative, or judicial action, order or investigation relating to any alleged violation of Environmental and Safety Requirements or the presence or alleged presence of Hazardous Materials in, under, upon, or emanating from the any real or immovable property now or previously owned by or used by in the Company or any offsite location, andthat, to the knowledge of the Companyin each case, there is no reasonable basis in fact or law for any such notice or action; and there remains unresolved. There are no pending or threatened actions, investigations or, to the knowledge of the CompanySeller’s Knowledge, orders Threatened actions, investigations, Orders or proceedings (Proceedings from or notices of potential actions or proceedings) from with respect to any Governmental Authority Body or any other entity regarding any matter relating to violation of or liability under Environmental and Safety Requirements.
(d) To the Seller’s Knowledge, no facts, events or conditions with respect to the past or present operations or facilities of the Company exist that would reasonably be expected to materially interfere with or prevent the Company’s continued compliance with, or give rise to any material common law or statutory liability or otherwise form the basis of any Proceeding against or involving the Company under any Environmental and Safety Requirement based on any such fact, event or circumstance, including, but not limited to, material liability for cleanup costs, personal injury or property damage.
(e) The Company does not have, control or possess any environmental studies with respect to the Leased Real Property or the Business.
(f) For purposes of this Agreement, “Environmental and Safety Requirements” means all federal, state and local or municipal laws, rules, regulations, ordinances, orders, statutes and requirements, and all common law, relating to public health and safety, worker health and safetysafety with respect to exposure to Hazardous Materials, pollution or protection of the environment, all as amended and existing on or before the Closing and which are applicable to the Company or the Development Work. For purposes of this Agreement, “Hazardous Materials” means (A) hazardous materials, hazardous substances, extremely hazardous substances or hazardous wastes, as those terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq., the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq., and any other Environmental and Safety Requirements; (B) petroleum, including, without limitationbut not limited to, crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (C) any radioactive material governed by Environmental and Safety Requirementsmaterial, including, without limitationbut not limited to, any source, special nuclear, or by-product material as defined in 42 U.S.C. §2011 et seq.; and (D) asbestos in any form or condition requiring abatement or removal in accordance with Environmental Safety Requirementscondition; and (E) any other material, substance or waste to which liability or standards of conduct may be have been imposed under any Environmental and Safety Requirements. However, the term “Hazardous Materials” does not include substances or materials used in the ordinary course of Company operations and the use of which does not constitute a violation of Environmental and Safety Requirements. Examples of substances and materials which do not constitute “Hazardous Materials,” include, but are not limited to: (i) gasoline and lubricants properly used in vehicles and equipment; (ii) laboratory chemicals and cleaning supplies used in accordance with container label requirements or related material data safety sheets; (iii) radioactive isotopes used in smoke detectors; (iv) compressed gases used in laboratories; (v) batteries used in equipment; (vi) municipal waste generated and properly disposed of; and (vii) building materials containing non-friable asbestos or other substances which do not require affirmative abatement or removal.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Dolan Media CO)
Environmental and Safety Requirements. Except as set forth on Schedule 3.28:
(a) To the knowledge Each of the Company, the Company its predecessors and affiliates has complied with and is in compliance with all applicable Environmental Environmental, Health and Safety Requirements, and the Company possesses all required Permits and has filed all notices or applications, required therebyRequirements (as defined below).
(b) Except as permitted or allowed by Environmental Each of the Company, its predecessors and affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health and Safety Requirements or Rules issued by Governmental Authorities, for the occupation of its facilities and the operation of its business.
(c) Neither the Company nor any of its predecessors or affiliates has never generatedreceived any written notice, transportedreport or other information regarding any actual or alleged violation of Environmental, Health and Safety Requirements, or any liabilities or potential liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental, Health and Safety Requirements.
(d) None of the following exists at any property or facility owned or operated by the Company or its predecessors or affiliates: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(e) Neither the Company nor any of its predecessors or affiliates has treated, stored, disposed of, arranged for or permitted the disposal of of, transported, handled, or otherwise handled released any Hazardous Materials at substance, including, without limitation, any sitehazardous substance, location or facility owned or operated any property or used facility (and no such property or facility is contaminated by any such substance), in a manner that has given or would give rise to obligations or liabilities, including, without limitation, any obligation or liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Company in Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Development Work or at any offsite location.
(c) Except Solid Waste Disposal Act, as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authorities, no Hazardous Materials are present on, in, under or emanating from the Leased Real Property, and the Leased Real Property contains no Hazardous Materials in concentrations and under conditions that would result in any violations ofamended, or any liability underother Environmental, any applicable Environmental and Safety Requirements. To the knowledge of the Company, there are no underground storage tanks on the Leased Real Property.
(d) The Company has not been subject to, nor has the Company received any notice (written or oral) of, any private, administrative or judicial action, order, or investigation or any notice (written or oral) of any intended private, administrative, or judicial action, order or investigation relating to any alleged violation of Environmental and Safety Requirements or the presence or alleged presence of Hazardous Materials in, under, upon, or emanating from the any real or immovable property now or previously owned or used by the Company or any offsite location, and, to the knowledge of the Company, there is no reasonable basis in fact or law for any such notice or action; and there are no pending or threatened actions, investigations or, to the knowledge of the Company, orders or proceedings (or notices of potential actions or proceedings) from any Governmental Authority regarding any matter relating to Environmental Health and Safety Requirements.
(ef) Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health and Safety Requirements.
(g) Neither the Company nor any of its predecessors or affiliates has, either expressly or by operation of law, assumed or undertaken any obligation or liability, including any obligation or liability for corrective or remedial action, of any other Person relating to Environmental, Health and Safety Requirements.
(h) No facts, events or conditions relating to the past or present facilities, properties or operations of the Company or any of its predecessors or affiliates will prevent, hinder or limit continued compliance with Environmental, Health and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health and Safety Requirements, or give rise to any other obligations or liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) pursuant to Environmental, Health and Safety Requirements, including, without limitation, any obligations or liabilities relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
(i) For purposes of this Agreement, “Environmental Environmental, Health and Safety Requirements” means shall mean all federal, state and local or municipal laws, rulesstatutes, regulations, ordinancesordinances and other provisions having the force or effect of law, ordersall judicial and administrative orders and determinations, statutes and requirements, all contractual obligations and all common law, relating to law concerning public health and safety, worker health and safety, and pollution or protection of the environment, all as amended and existing on or before the Closing and which are applicable to the Company or the Development Work. For purposes of this Agreement, “Hazardous Materials” means (A) hazardous materials, hazardous substances, extremely hazardous substances or hazardous wastes, as those terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq., the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq., and any other Environmental and Safety Requirements; (B) petroleum, including, without limitation, crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (C) any radioactive material governed by Environmental and Safety Requirementsall those relating to the presence, includinguse, without limitationproduction, any sourcegeneration, special nuclearhandling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or by-product material as defined in 42 U.S.C. §2011 et seq.; and (D) asbestos in cleanup of any form or condition requiring abatement or removal in accordance with Environmental Safety Requirements; and (E) any other materialhazardous materials, substance or waste to which liability or standards of conduct may be imposed under any Environmental and Safety Requirements. However, the term “Hazardous Materials” does not include substances or materials used wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in the ordinary course of Company operations and the use of which does not constitute a violation of Environmental and Safety Requirements. Examples of substances and materials which do not constitute “Hazardous Materials,” include, but are not limited to: (i) gasoline and lubricants properly used in vehicles and equipment; (ii) laboratory chemicals and cleaning supplies used in accordance with container label requirements or related material data safety sheets; (iii) radioactive isotopes used in smoke detectors; (iv) compressed gases used in laboratories; (v) batteries used in equipment; (vi) municipal waste generated and properly disposed of; and (vii) building materials containing non-friable asbestos or other substances which do not require affirmative abatement or removaleffect.
Appears in 1 contract
Samples: Purchase Agreement (Nutraceutical International Corp)
Environmental and Safety Requirements. Except as set forth on Schedule 3.28:
(a) To the knowledge of the Company, the 4.19.1 The Company has complied and is in compliance with all applicable Environmental and Safety Requirements, and the Company possesses all required Permits Governmental Authorizations, and has filed all notices or applications, required thereby.
4.19.2 (bi) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authorities, the The Company has never generated, transported, treated, stored, disposed of, arranged for the disposal of of, or otherwise handled handled, any Hazardous Materials at any site, location or facility owned or operated or used by the Company in the Development Work or at any offsite location.
location and (cii) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authorities, no Hazardous Materials are present on, in, under or emanating from the Leased any Real Property, and the Leased Real Property contains no does not contain any Hazardous Materials in concentrations and under conditions that except as, for either (i) or (ii), would not result in any violations a condition in violation of, or any liability under, any applicable Environmental and Safety Requirements. To the knowledge of the Company, there There are no underground storage tanks on the Leased Real Property.
(d) 4.19.3 The Company has not been subject to, nor has and the Company has not received any written notice (written or oral) of, any private, administrative or judicial action, order, or investigation or any notice (written or oral) of any intended private, administrative, or judicial action, order or and investigation relating to any alleged violation of Environmental and Safety Requirements or the presence or alleged presence of Hazardous Materials in, under, upon, upon or emanating from the any real or immovable property now or previously owned or used by the Company or any offsite location, and, to the knowledge of the Company, and there is no reasonable basis in fact or law Law for any such notice or of action; and there . There are no pending or threatened Threatened actions, investigations orinvestigations, to the knowledge of the Company, orders Orders or proceedings (or notices of potential actions or proceedings) Proceedings from any Governmental Authority Body or any other entity regarding any matter relating to Environmental and Safety Requirements.
(e) 4.19.4 No facts, events or conditions with respect to the past or present operations or facilities of the Company or the Business exist which would reasonably be expected to materially interfere with or prevent continued compliance with, or would give rise to any material common law or statutory liability or otherwise form the basis of any Proceeding against or involving the Business under any Environmental and Safety Requirement based on any such fact, event or circumstance, including, but not limited to, material liability for cleanup costs, personal injury or property damage.
4.19.5 For purposes of this Agreement, “Environmental and Safety Requirements” means all federal, state and local or municipal lawsLaws, rules, regulations, ordinances, orders, statutes and requirements, and all common law, relating to public health and safety, worker health and safety, pollution or protection of the environment, all as amended and existing on or before the Closing and which are applicable to the Company or the Development Work. For purposes of this Agreement, “Hazardous Materials” means (A) hazardous materials, hazardous substances, extremely hazardous substances or hazardous wastes, as those terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq., the Resource Conservation and Xxxxxxxx Rxxxxxxx Xxx, 00 X.X.X. §0000 et seq., and any other Environmental and Safety Requirements; (B) petroleum, including, without limitationbut not limited to, crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (C) any radioactive material governed by Environmental and Safety Requirementsmaterial, including, without limitationbut not limited to, any source, special nuclear, or by-product material as defined in 42 U.S.C. §2011 et seq.; and (D) asbestos in any form or condition requiring abatement or removal in accordance with Environmental Safety Requirementscondition; and (E) any other material, substance or waste to which liability or standards of conduct may be imposed under any Environmental and Safety Requirements. However, the term “Hazardous Materials” does not include substances or materials used in the ordinary course of Company operations and the use of which does not constitute a violation of Environmental and Safety Requirements. Examples of substances and materials which do not constitute “Hazardous Materials,” include, but are not limited to: (i) gasoline and lubricants properly used in vehicles and equipment; (ii) laboratory chemicals and cleaning supplies used in accordance with container label requirements or related material data safety sheets; (iii) radioactive isotopes used in smoke detectors; (iv) compressed gases used in laboratories; (v) batteries used in equipment; (vi) municipal waste generated and properly disposed of; and (vii) building materials containing non-friable asbestos or other substances which do not require affirmative abatement or removal.
Appears in 1 contract
Environmental and Safety Requirements. Except as set forth on Schedule 3.283.30:
(a) To the knowledge of the Company, the Company has complied and is in compliance with all applicable Environmental and Safety Requirements, and the Company possesses all required Permits and has filed all notices or applications, required thereby.
(bi) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authorities, the The Company has never generated, transported, treated, stored, disposed of, arranged for the disposal of or otherwise handled any Hazardous Materials at any site, location or facility owned or operated or used by the Company in the Development Work Business or at any offsite location.
location and (cii) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authorities, no Hazardous Materials are present on, in, under or emanating from the Leased Real Property, and the Leased Real Property contains no Hazardous Materials in concentrations and under conditions that except as, for either (i) or (ii), would not result in any violations a condition in violation of, or any liability under, any applicable Environmental and Safety Requirements. To the knowledge of the Company, there are no underground storage tanks on the Leased Real Property.
(dc) The Company has not been subject to, nor has the Company received any notice (written or oral) of, any private, administrative or judicial action, order, or investigation or any notice (written or oral) of any intended private, administrative, or judicial action, order or investigation relating to any alleged violation of Environmental and Safety Requirements or the presence or alleged presence of Hazardous Materials in, under, upon, or emanating from the any real or immovable property now or previously owned or used by the Company in the Business or any offsite location, and, to the knowledge of the Company, there is no reasonable basis in fact or law for any such notice or action; and there are no pending or threatened actions, investigations or, to the knowledge of the Company, orders or proceedings (or notices of potential actions or proceedings) from any Governmental Authority governmental agency or any other entity regarding any matter relating to Environmental and Safety Requirements.
(d) To the knowledge of the Company, no facts, events or conditions with respect to the past or present operations or facilities of the Company, its assets or the Business exist which would reasonably be expected to interfere with or prevent continued compliance with, or would give rise to any common law or statutory liability or otherwise form the basis of any claim, action, suit, proceeding, hearing or investigation against or involving its assets or the Business under any Environmental and Safety Requirement based on any such fact, event or circumstance, including, without limitation, liability for cleanup costs, personal injury or property damage.
(e) There are no engineering or environmental studies with respect to the Company, the Leased Real Property or the Business of which the Company has possession or control.
(f) For purposes of this Agreement, “Environmental and Safety RequirementsENVIRONMENTAL AND SAFETY REQUIREMENTS” means all federal, state and local or municipal laws, rules, regulations, ordinances, orders, statutes and requirements, and all common law, relating to public health and safety, worker health and safety, pollution or protection of the environment, all as amended and existing on or before the Closing and which are applicable to the Company or the Development Workhereafter amended. For purposes of this Agreement, “Hazardous MaterialsHAZARDOUS MATERIALS” means (A) hazardous materials, hazardous substances, extremely hazardous substances or hazardous wastes, as those terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 ss.9601 et seq., the Resource Conservation and Xxxxxxxx XxxRecovery Act, 00 X.X.X. §0000 42 U.S.C. ss.6901 et seq., and any other Environmental and Safety Requirements; (B) petroleum, including, without limitation, crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (C) any radioactive material governed by Environmental and Safety Requirementsmaterial, including, without limitation, any source, special nuclear, or by-product material as defined in 42 U.S.C. §2011 ss.2011 et seq.; and (D) asbestos in any form or condition requiring abatement or removal in accordance with Environmental Safety Requirementscondition; and (E) any other material, substance or waste to which liability or standards of conduct may be imposed under any Environmental and Safety Requirements. However, the term “Hazardous Materials” does not include substances or materials used in the ordinary course of Company operations and the use of which does not constitute a violation of Environmental and Safety Requirements. Examples of substances and materials which do not constitute “Hazardous Materials,” include, but are not limited to: (i) gasoline and lubricants properly used in vehicles and equipment; (ii) laboratory chemicals and cleaning supplies used in accordance with container label requirements or related material data safety sheets; (iii) radioactive isotopes used in smoke detectors; (iv) compressed gases used in laboratories; (v) batteries used in equipment; (vi) municipal waste generated and properly disposed of; and (vii) building materials containing non-friable asbestos or other substances which do not require affirmative abatement or removal.
Appears in 1 contract
Environmental and Safety Requirements. Except as set forth on Schedule 3.28:
(a) To the knowledge of the Company, the Company has complied and is in compliance with all applicable Environmental and Safety Requirements, and the Company possesses all required Permits and has filed all notices or applications, required thereby.
(b) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authorities, the Company has never generated, transported, treated, stored, disposed of, arranged for the disposal of or otherwise handled any Hazardous Materials at any site, location or facility owned or operated or used by the Company in the Development Work or at any offsite location.
(c) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authorities, no Hazardous Materials are present on, in, under or emanating from the Leased Real Property, and the Leased Real Property contains no Hazardous Materials in concentrations and under conditions that would result in any violations of, or any liability under, any applicable Environmental and Safety Requirements. To the knowledge of the Company, there are no underground storage tanks on the Leased Real Property.
(d) The Company has not been subject to, nor has the Company received any notice (written or oral) of, any private, administrative or judicial action, order, or investigation or any notice (written or oral) of any intended private, administrative, or judicial action, order or investigation relating to any alleged violation of Environmental and Safety Requirements or the presence or alleged presence of Hazardous Materials in, under, upon, or emanating from the any real or immovable property now or previously owned or used by the Company or any offsite location, and, to the knowledge of the Company, there is no reasonable basis in fact or law for any such notice or action; and there are no pending or threatened actions, investigations or, to the knowledge of the Company, orders or proceedings (or notices of potential actions or proceedings) from any Governmental Authority regarding any matter relating to Environmental and Safety Requirements.
(e) For purposes of this Agreement, “Environmental and Safety Requirements” means all federal, state and local or municipal laws, rules, regulations, ordinances, orders, statutes and requirements, and all common law, relating to public health and safety, worker health and safety, pollution or protection of the environment, all as amended and existing on or before the Closing and which are applicable to the Company or the Development Work. For purposes of this Agreement, “Hazardous Materials” means (A) hazardous materials, hazardous substances, extremely hazardous substances or hazardous wastes, as those terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq., the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq., and any other Environmental and Safety Requirements; (B) petroleum, including, without limitation, crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (C) any radioactive material governed by Environmental and Safety Requirements, including, without limitation, any source, special nuclear, or by-product material as defined in 42 U.S.C. §2011 et seq.; and (D) asbestos in any form or condition requiring abatement or removal in accordance with Environmental Safety Requirements; and (E) any other material, substance or waste to which liability or standards of conduct may be imposed under any Environmental and Safety Requirements. However, the term “Hazardous Materials” does not include substances or materials used in the ordinary course of Company operations and the use of which does not constitute a violation of Environmental and Safety Requirements. Examples of substances and materials which do not constitute “Hazardous Materials,” include, but are not limited to: (i) gasoline and lubricants properly used in vehicles and equipment; (ii) laboratory chemicals and cleaning supplies used in accordance with container label requirements or related material data safety sheets; (iii) radioactive isotopes used in smoke detectors; (iv) compressed gases used in laboratories; (v) batteries used in equipment; (vi) municipal waste generated and properly disposed of; and (vii) building materials containing non-friable asbestos or other substances which do not require affirmative abatement or removal.worker
Appears in 1 contract
Environmental and Safety Requirements. Except as set forth on Schedule 3.283.22:
(a) To the knowledge of the Company, the Company has Business and its operations have complied and is are in compliance compliance, in each case in all material respects, with all applicable Environmental and Safety Requirements, and the Company Business possesses all required Permits Governmental Authorizations with respect to its operation and has filed all notices or applications, applications required therebythereby have been filed.
(b) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authorities(i) to Sellers’ Knowledge, the Company Business has never generated, transported, treated, stored, disposed of, arranged for the disposal of of, or otherwise handled handled, any Hazardous Materials at any site, location or facility owned or operated or used by the Company in the Development Work Business or at any offsite location.
location and (cii) Except as permitted or allowed by Environmental and Safety Requirements or Rules issued by Governmental Authoritiesto the Sellers’ Knowledge, no Hazardous Materials are present on, in, under or emanating from the Leased Real Property, and the Leased Real Property contains no does not, to Sellers’ Knowledge, contain any Hazardous Materials in concentrations and under conditions that except as, for either (i) or (ii), would not result in any violations a condition in material violation of, or any material liability under, any applicable Environmental and Safety Requirements. To the knowledge of the Company, there are no underground storage tanks on the Leased Real Property.
(dc) The Company None of the Sellers has not been subject to, nor or has the Company received any notice (written or oral) of, any private, administrative or judicial action, order, or investigation or any notice (written or oral) of any intended private, administrative, or judicial action, order or investigation relating to any alleged violation of Environmental and Safety Requirements or the presence or alleged presence of Hazardous Materials in, under, upon, or emanating from the any real or immovable property now or previously owned by any of the Sellers or used by in the Company or any offsite locationBusiness, and, to the knowledge of the Company, and there is no reasonable basis in fact or law for any such notice or action; and there . There are no pending or threatened actions, investigations or, to the knowledge of the CompanySeller’s Knowledge, orders Threatened actions, investigations, Orders or proceedings (or notices of potential actions or proceedings) Proceedings from any Governmental Authority Body or any other entity regarding any matter relating to Environmental and Safety Requirements.
(ed) For purposes of this AgreementNo facts, “Environmental and Safety Requirements” means all federal, state and local events or municipal laws, rules, regulations, ordinances, orders, statutes and requirements, and all common law, relating to public health and safety, worker health and safety, pollution or protection of the environment, all as amended and existing on or before the Closing and which are applicable conditions with respect to the Company past or present operations or facilities of any Seller, the Purchased Assets or the Development Work. For purposes of this Agreement, “Hazardous Materials” means (A) hazardous materials, hazardous substances, extremely hazardous substances Business exist which would reasonably be expected to interfere with or hazardous wastes, as those terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq., the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq., and any other Environmental and Safety Requirements; (B) petroleum, including, without limitation, crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (C) any radioactive material governed by Environmental and Safety Requirements, including, without limitation, any source, special nuclearprevent continued compliance with, or by-product material as defined in 42 U.S.C. §2011 et seq.; and (D) asbestos in would give rise to any common law or statutory liability, or otherwise form the basis of any Proceeding against or condition requiring abatement involving the Purchased Assets or removal in accordance with Environmental Safety Requirements; and (E) any other material, substance or waste to which liability or standards of conduct may be imposed the Business under any Environmental and Safety Requirements. HoweverRequirement based on any such fact, the term “Hazardous Materials” does not include substances event or materials used in the ordinary course of Company operations and the use of which does not constitute a violation of Environmental and Safety Requirements. Examples of substances and materials which do not constitute “Hazardous Materials,” includecircumstance, including, but are not limited to: , liability for cleanup costs, personal injury or property damage with respect to the Leased Real Property.
(ie) gasoline and lubricants properly used in vehicles and equipment; (ii) laboratory chemicals and cleaning supplies used in accordance None of the Sellers has, controls or possesses any engineering or environmental studies with container label requirements respect to the Leased Real Property or related material data safety sheets; (iii) radioactive isotopes used in smoke detectors; (iv) compressed gases used in laboratories; (v) batteries used in equipment; (vi) municipal waste generated and properly disposed of; and (vii) building materials containing non-friable asbestos or other substances which do not require affirmative abatement or removalthe Business.
Appears in 1 contract
