Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effect: (i) The Company and its Subsidiaries are, and since the Reference Date have been, in compliance with all applicable Environmental Laws; (ii) The Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including the Company Real Property; (iii) Except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws; (iv) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any third party whose Liabilities have been assumed or undertaken by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected to give rise to a material Liability for the Company or any of its Subsidiaries under any Environmental Laws; and (v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos. (b) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance of the Company or any of its Subsidiaries with Environmental Laws or of the environmental condition of the Company Real Property, in each case, in its possession or under its reasonable control.
Appears in 4 contracts
Samples: Merger Agreement (Vapotherm Inc), Merger Agreement (Vapotherm Inc), Merger Agreement (Army Joseph)
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effectas set forth on Schedule 3.16:
(ia) The Company and its Subsidiaries arehave obtained and possess all material permits, licenses and other authorizations required under federal, state and local Laws and regulations concerning occupational health and safety, pollution or protection of the environment that were enacted and in effect on or prior to the Closing Date, including all such Laws and regulations relating to the emission, discharge, release or threatened release of any Hazardous Substances into ambient air, surface water, groundwater or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any Hazardous Substances (“Environmental and Safety Requirements”).
(b) The Company and its Subsidiaries are currently, and since for the Reference Date past five years have been, in compliance in all material respects with all applicable terms and conditions of such permits, licenses and authorizations and all other Environmental Laws;and Safety Requirements.
(iic) The Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including the Company Real Property;
(iii) Except for matters that are resolved, neither Neither the Company nor any of its Subsidiaries has received received, within the past five (5) years, any unresolved written claimnotice of material violations or liabilities arising under Environmental and Safety Requirements, notice including any investigatory, remedial or complaintcorrective obligation, or been subject relating to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws;
(iv) Neither the Company nor any of and its Subsidiaries, northe Leased Real Property, to the Knowledge of or any real property formerly owned, operated or leased by the Company, any third party whose Liabilities have .
(d) There has been assumed or undertaken no release of Hazardous Substances by the Company or any of its Subsidiaries, Subsidiaries that has treated, stored, disposed of, arranged for or permitted would be reasonably likely to give rise to material liability of the disposal of, transported, distributed, exposed Company or any person to, manufactured, sold, handled or released, or owned or operated any of its Subsidiaries under Environmental and Safety Requirements.
(e) No real property that currently or, to the Company’s knowledge, formerly owned, operated or leased by the Company (including the Leased Real Property) is listed on, or has been contaminated byproposed for listing on, the National Priorities List (or CERCLIS) under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), or any Hazardous Substancesimilar state list, in a manner that has given or which listing would reasonably be expected to give rise to a material Liability for liability of the Company.
(f) To the Company’s knowledge, no Hazardous Substances generated by the Company or any predecessors have been sent, transferred, transported to, treated, stored, or disposed of its Subsidiaries at any facilities or locations that have been placed or proposed for placement on the National Priorities List (or CERCLIS) under CERCLA, or any Environmental Laws; and
(v) Since the Reference Date and except similar state list, in compliance with Environmental Laws, neither each case which would reasonably be expected to give rise to a material liability of the Company, nor and the Company has not received any Subsidiarywritten notice regarding potential material liabilities with respect to such off-site Hazardous Substances treatment, has designedstorage, manufactured, installed, repaired or distributed products disposal facilities or other items containing asbestoslocations used by the Company.
(bg) The Company has made available not retained or assumed, by contract or operation of Law, any material liabilities of third parties under Environmental and Safety Requirements.
(h) This Section 3.16 constitutes the sole and exclusive representations and warranties of the Company with respect to Parent and Merger Sub copies of all material any environmental, health or safety studiesmatters, reports or assessments, prepared since the Reference Date, related to the compliance of the Company or including without limitation any of its Subsidiaries with arising under Environmental Laws or of the environmental condition of the Company Real Property, in each case, in its possession or under its reasonable controland Safety Requirements.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Halyard Health, Inc.)
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected Solely with respect to have a Company Material Adverse Effectthe Business and the Real Property, and except as set forth on Schedule 3.15:
(i) The Company within the last three (3) years, Seller has materially complied with and its Subsidiaries are, and since the Reference Date have been, is in material compliance with all applicable Environmental Laws;
(ii) The Company Seller has obtained, materially complied with and each is in material compliance with all Environmental Permits required for the ownership and operation of its Subsidiaries has since the Reference Date held Business and currently holdssuch Environmental Permits are in full force and effect, and Seller has since timely filed for renewal of such Environmental Permits. Neither Seller nor the Reference Date been, and currently is, in compliance with, all Business has received any written communication or other information that indicates that any pending applications for Environmental Permits or proposed program or action plans required under pursuant to Environmental Laws to operate their business and occupy their facilities, including the Company Real PropertyLaw or Environmental Permits will not be approved;
(iii) Except for matters there are no air contaminant emission sources at the Shoal Creek Mine that require a permit under Environmental Law;
(iv) there are resolved, neither the Company nor any of its Subsidiaries has received any no written claim, notice claims or complaint, or been subject Proceedings pursuant to any Action Environmental Law pending or, to Seller’s Knowledge, threatened, against Seller that relate to the Business that has not been or will not be resolved as of the Closing;
(v) there are no pending challenges by any third parties including any community members, seeking to cease, prevent or limit the operation of the Business;
(vi) other than as customary or required in the normal course of coal mining operations and related activities of the type conducted or previously conducted on such Real Property, to Seller’s Knowledge, none of the Real Property is otherwise used to produce, manufacture, process, generate, store, use, handle, recycle, treat, dispose of, manage, ship or transport Hazardous Materials;
(vii) since January 1, 2015, Seller has not received written notice from any Governmental Body Authority that it is liable or third partypotentially liable under Section 107(a) of CERCLA or any similar Environmental Law for any matter that relates the Business that has not been or will not be resolved as of the Closing;
(viii) to Seller’s Knowledge, regarding all Hazardous Materials generated, used, handled, transported, disposed, of treated or stored by Seller on any actual or alleged violation Real Property have been generated, used, handled, transported, disposed of, treated or Liabilities understored, as the case may be, in compliance in all material respects with all applicable Environmental Laws;
(ivix) Neither Seller has received approval from MSHA for the Company nor any storage of its Subsidiaries, norfine refuse at Impoundment H consistent with the March 2017 Proposed Fine Refuse submittal to MSHA and, to Seller’s Knowledge, no events have occurred which have or could result in Impoundment H not being available for use for fine refuse storage as needed under Seller’s current mine plans or otherwise materially limit the Knowledge anticipated future use of Impoundment H as proposed in the CompanyMarch 2017 MSHA submittal;
(x) to Seller’s Knowledge, any third party whose Liabilities there have been assumed or undertaken by no releases, threatened releases, disposals, discharges, deposition of Hazardous Materials to the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, Real Property other than in a manner that has given or would reasonably be expected to give rise to a in material Liability for the Company or any of its Subsidiaries under any compliance with applicable Environmental Laws; and
(vxi) Since the Reference Date and except in compliance with Environmental Lawsto Seller’s Knowledge, neither the Company, nor there are no underground storage tanks located on any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestosReal Property.
(b) The Company Except as set forth on Schedule 3.15, Seller maintains in full force and effect all Environmental Permits and all bonds, reclamation bonds, letters of credit and other financial assurances that are required by Environmental Laws to be maintained with respect to the Business.
(c) Seller has made available to Parent and Merger Sub provided Buyer with copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related written communications from Governmental Authorities (other than MSHA) relating to the compliance of Business or the Company or any of its Subsidiaries Purchased Assets regarding noncompliance with Environmental Laws or of the environmental condition of the Company Real PropertyLaw received since January 1, in each case2015 including, in its possession or under its reasonable controlbut not limited to, any written communications regarding noncompliance with worker safety regulations.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Peabody Energy Corp)
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effect:
(i) The Each of the Company and its Subsidiaries are, and since the Reference Date have been, is in material compliance with all applicable Environmental Laws;.
(ii) The Company and each of its Subsidiaries has since the Reference Date held and currently holdshave obtained, and has since the Reference Date been, and currently is, are in material compliance with, all Permits permits and authorizations required under applicable Environmental Laws to operate their business and occupy their facilities, including the Company Real Property;Laws.
(iii) Except for matters There are and have been no material releases or, to the Company’s knowledge, threatened releases of Hazardous Substances at, on, or into any real property currently owned or leased by the Company or its Subsidiaries. To the Company’s knowledge, there are and have been no material releases or threatened releases of Hazardous Substances at, on, or into any real property formerly owned or leased, by the Company or its Subsidiaries that could result in a material liability, expense or obligation of the Company or its Subsidiaries under any Environmental Law.
(iv) None of the Company and its Subsidiaries is a party, whether as a direct signatory or as successor, assign or third-party beneficiary, or, to the Company’s knowledge, otherwise bound, to any Contract under which the Company or its Subsidiaries are resolvedobligated by or entitled to the benefits of, neither directly or indirectly, any representation, warranty, indemnification, covenant, restriction or other undertaking concerning compliance with Environmental Laws.
(v) Neither the Company nor any of its Subsidiaries has received from any governmental authority or other party any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual of violation or alleged violation of, non-compliance with, liability or Liabilities underpotential liability under Environmental Laws except for any such notice that has been fully and finally adjudicated, Environmental Laws;withdrawn, settled or otherwise resolved and no longer poses a material threat of liability, expense or obligation to the Company and its Subsidiaries.
(ivvi) No judicial proceeding or governmental or administrative action is pending or, to the Company’s knowledge, threatened, under any Environmental Law pursuant to which the Company or any of its Subsidiaries is or is reasonably expected to be named as a party.
(vii) Neither the Company nor any of its Subsidiaries, nor, Subsidiaries has entered into any agreement with any party or is subject to the Knowledge of the Company, any third party whose Liabilities have been assumed order or undertaken by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed decree from any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected governmental authority pursuant to give rise to a material Liability for which the Company or any of its Subsidiaries under has assumed responsibility for the remediation of any Environmental Laws; andcondition resulting from the release, treatment, storage or disposal of Hazardous Substances, except for any such agreement, order or decree that has been fully satisfied, discharged, or otherwise terminated and no longer poses a material threat of liability, expense or obligation to the Company and its Subsidiaries.
(vviii) Since To the Reference Date Company’s knowledge, there is no currently existing fact, condition, or circumstance that would reasonably be expected to prevent the Company and except its Subsidiaries from operating their facilities (as presently constructed and operated) in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance of the Company or any of its Subsidiaries with existing Environmental Laws or of provided that the environmental condition of the Company Real Property, facilities are maintained in each case, in its possession or under its conformance with reasonable controland prudent industrial practices.
Appears in 2 contracts
Samples: Merger Agreement (Transdigm Holding Co), Merger Agreement (TransDigm Group INC)
Environmental Compliance and Conditions. (a) Except for matters that have not had and would not reasonably be expected to have a Company Material Adverse Effect:
(i) The Company and its Subsidiaries are, and and, since the Reference Lookback Date have been, in compliance with all applicable Environmental Laws;
(ii) The Company and each of its Subsidiaries has since the Reference Date held and currently holdshold, and has since the Reference Date been, and currently is, are in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including at the Company Leased Real PropertyProperty as presently conducted;
(iii) Except for Since the Lookback Date and with respect to any other matters that are not fully resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, party regarding any actual or alleged violation of, of Environmental Laws or any Liabilities under, or potential Liabilities under Environmental Laws;, and, to the Knowledge of the Company, no such Action has been threatened; and
(iv) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any third party whose Liabilities have been assumed other Person, has released or undertaken disposed of any Hazardous Substance on, under or about the Company Leased Real Property or any other real property now or formerly occupied or used by the Company or any of its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, in each case in a manner that has given or would reasonably be expected to give rise to a material Liability for the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub copies of Buyer all material environmentalPhase I and Phase II environmental site assessments and, health or safety studies, reports or assessments, to the extent prepared since the Reference Lookback Date, related all material and non-privileged reports, studies and audits, in the Company’s possession and relating to the environmental condition of the Company Leased Real Property or to the compliance of the Company or any of its Subsidiaries Subsidiaries’ with Environmental Laws or of the environmental condition of the Company Real Property, in each case, in its possession or under its reasonable controlLaws.
Appears in 2 contracts
Samples: Purchase Agreement (Thermo Fisher Scientific Inc.), Purchase Agreement (Olink Holding AB (Publ))
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have be material to the Company or its Subsidiaries (taken as a Company Material Adverse Effect:whole):
(ia) The the Company and its Subsidiaries are, and since for the Reference Date past five (5) years have been, in compliance with all applicable Environmental Laws;
(iib) The the Company and each of its the Company Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, have obtained all Permits required under Environmental Laws to own and operate their business (as presently conducted) and occupy their facilities, including the Company Real PropertyProperty (“Environmental Permits”), and are and for the past five (5) years have been in compliance with all Environmental Permits, and all such Environmental Permits are in full force and effect and all required applications for renewal have been timely filed;
(iiic) Except except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, party regarding any actual or alleged violation of, of Environmental Laws or any Liabilities under, or potential Liabilities under Environmental Laws, nor to the Knowledge of the Company is any such claim, notice, complaint or Action threatened;
(ivd) Neither neither the Company nor any of its Subsidiaries, nor, nor to the Knowledge of the CompanyCompany any other Person, has Released any third party whose Liabilities have been assumed Hazardous Substance on, under or undertaken about the Company Real Property or any other real property now or formerly owned, operated, occupied or used by the Company or any of its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, Subsidiaries in a manner that has given or would reasonably could be expected to give rise to a material Liability for the Company or any of its Subsidiaries under any Environmental Laws, and neither the Company nor any of its Subsidiaries has through the operation of the Company Real Property or any formerly owned, leased or operated real property, or, to the Knowledge of the Company, otherwise through the operation of their business, exposed any person to any Hazardous Substance in violation of Environmental Law or in a manner that reasonably could be expected to give rise to Liability for the Company or any of its Subsidiaries;
(e) neither the Company nor any of its Subsidiaries has assumed by Contract or operation of successor liability Law or expressly provided an indemnity with respect to the Liability of any other Person under any Environmental Law or related to Hazardous Substances, which such Liability would not be a Liability of the Company or its Subsidiaries in the absence of such assumption or indemnity; and
(vf) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub true, accurate and complete copies of all material environmentalEnvironmental Permits, health all material documents related to any unresolved Action against or safety studiesasserted Liability of the Company or any of its Subsidiaries related to Environmental Law, and all material assessments, reports or assessments, prepared since the Reference Date, related and studies relating to the environmental condition of the Leased Real Property, Owned Real Property, or any real property formerly owned, leased, or operated by the Company or any of its Subsidiaries, or to the compliance or non-compliance of the Company or any of its Subsidiaries with Environmental Laws or of the environmental condition of the Company Real PropertyLaw, in each case, case that are in its the Company’s possession or under its reasonable control.
Appears in 2 contracts
Samples: Merger Agreement (Starrett L S Co), Merger Agreement (Starrett L S Co)
Environmental Compliance and Conditions. (a) Except for matters The Company Group Members have obtained and possess all material Permits (“Environmental Permits”) required under Laws and regulations concerning occupational health and safety, pollution or protection of the environment that were enacted and in effect on or prior to the date hereof, including all such Laws and regulations relating to the emission, discharge, release or threatened release of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials, substances or wastes (“Hazardous Materials”) into ambient air, surface water, groundwater or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any Hazardous Materials (“Environmental Laws”), in each case, except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect:.
(ib) The Company and its Subsidiaries Group Members are, and since the Reference Date January 1, 2017 have been, in compliance in all material respects with all applicable terms and conditions of such Environmental Laws;
(ii) The Company Permits and each of its Subsidiaries has since the Reference Date held and currently holdsare, and has since the Reference Date January 1, 2017 have been, and currently is, in compliance with, in all Permits required under material respects with all other Environmental Laws to operate their business and occupy their facilitiesor any written notice or demand letter issued, including the Company Real Property;entered, promulgated or approved thereunder.
(iiic) Except for matters that There are resolvedno Environmental Claims pending, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, threatened against any third party whose Liabilities Company Group Member, and to the Knowledge of the Company, no Company Group Member has received any notification of any allegation of actual or potential responsibility for any Release or threatened Release of any Hazardous Materials with respect to any location currently or formerly owned, leased, operated or used by such Company Group Member. There have been assumed no Releases of Hazardous Materials at any properties that are operated, leased or undertaken used by any Company Group Member, or to the Knowledge of the Company, at properties that were formerly owned, operated, leased or used by any Company Group Member, that are reasonably likely to cause any Company Group Member to incur any material Liability pursuant to applicable Environmental Law. No Company Group Member (i) has entered into or agreed to any consent decree or consent order or is otherwise subject to any judgment, decree, or judicial or administrative order relating to compliance with Environmental Laws or Environmental Permits, the investigation, sampling, monitoring, treatment, remediation, response, removal or cleanup of Hazardous Materials, and no Proceeding is pending, or to the Knowledge of the Company is threatened, with respect thereto, and (ii) is an indemnitor by contract or its Subsidiariesotherwise in connection with any claim, has treateddemand, stored, disposed of, arranged suit or action threatened or asserted by any third-party for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected to give rise to a material Liability for the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor Law or otherwise relating to any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestosHazardous Materials.
(bd) The representations and warranties in this Section 4.13 constitute the sole and exclusive representations and warranties of the Company has made available with respect to Parent and Merger Sub copies of all material any environmental, health or safety studiesmatters, reports including any arising under Environmental Law, and no other representation or assessmentswarranty contained in any other Section of this Agreement shall apply to any such matters and no other representation or warranty, prepared since the Reference Dateexpress or implied, related to the compliance of the Company or any of its Subsidiaries is being made with Environmental Laws or of the environmental condition of the Company Real Property, in each case, in its possession or under its reasonable controlrespect thereto.
Appears in 2 contracts
Samples: Plan Funding Agreement (Amryt Pharma PLC), Plan Funding Agreement (Novelion Therapeutics Inc.)
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected material to have the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole:
(i) The Company and its Subsidiaries are, and since the Reference Date and, except for matters which have been fully resolved, have been, in compliance with all applicable Environmental Laws;
(ii) The Company and each of its the Companies Subsidiaries has since the Reference Date held and currently holdshold, and has since the Reference Date been, and currently is, are in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including at the Company Real PropertyProperty as presently conducted;
(iii) Except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, party regarding any actual or alleged violation of, of Environmental Laws or any Liabilities under, or potential Liabilities under Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, norand, to the Knowledge of the Company, no such Action has been threatened; and
(iv) To the Company’s Knowledge, neither the Company nor any third party whose Liabilities have been assumed of its Subsidiaries has released any Hazardous Substance on, under or undertaken about the Company Real Property or any other real property now or formerly occupied or used by the Company or any of its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, Subsidiaries in a manner that has given or reasonably would reasonably be expected to give rise to a material Liability for the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub copies of Buyer all material environmentaland non-privileged reports, health or safety studies, reports or assessments, studies and audits in the Company possession prepared since January 1, 2017 and relating to the Reference Date, related environmental condition of the Company Real Property or to the compliance of the Company or any of its Subsidiaries with Subsidiaries’ compliance with, or liability under, Environmental Laws or of the environmental condition of the Company Real Property, in each case, in its possession or under its reasonable controlLaws.
Appears in 2 contracts
Samples: Purchase Agreement (Stryker Corp), Purchase Agreement (Wright Medical Group N.V.)
Environmental Compliance and Conditions. Except as set forth on Section 4.24 of the Company Disclosure Schedule:
(a) Except Each Group Company possesses, and, since January 1, 2017 has possessed, all Permits required under applicable Environmental Laws that are necessary for matters the operation of such Group Company’s business or the Company Leased Real Property. Real Estate Seller possesses, and, since January 1, 2017 has possessed, all Permits required under applicable Environmental Laws that would not reasonably be expected to have a are necessary for the ownership of the Owned Real Property. Each Group Company Material Adverse Effect:and Real Estate Seller are in compliance, in all material respects, with the terms and conditions of such Permits.
(ib) The Each Group Company and its Subsidiaries areis and, and since the Reference Date have beenJanuary 1, 2017, has been in compliance in all material respects with all applicable Environmental Laws;. The Real Property is in compliance in all material respects with all applicable Environmental Laws.
(c) During the applicable Group Company’s possession and during Real Estate Seller’s ownership, or to the Knowledge of the Company, prior to the applicable Group Company’s possession and Real Estate Seller’s ownership, no Hazardous Materials have been discharged, released, stored, treated, generated, disposed of or allowed to escape on, in or under the Real Property that was not in compliance with applicable Environmental Laws at the time.
(d) To the Knowledge of the Company, there are no underground storage tanks or asbestos-containing materials, at, on or under any Real Property. To the Knowledge of the Company, no underground storage tanks or asbestos-containing materials were previously located at, on or under any Real Property.
(e) Except as has been resolved, for the past five (5) years, no Group Company nor Real Estate Seller have received any written notice, request for information, proposed Order, claim, or demand from any Government Authority or Person against any Group Company or the Real Estate Seller with respect to (i) the generation, storage, release, or removal of any Hazardous Materials in any way relating to the Real Property or the assets of any Group Company, or (ii) The Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including the Company Real Property;
(iii) Except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities underfailure to comply with, any Environmental Law.
(f) Except as required under Environmental Permits, neither any Group Company nor Real Estate Seller, has filed any notice under any Environmental Law reporting a release of a Hazardous Material, or waste containing any Hazardous Material into the environment that is not in compliance with Environmental Laws;.
(ivg) Neither Except for Material Contracts in the Company Ordinary Course, neither any Group Company, Real Estate Seller, nor any of its Subsidiariestheir predecessors, norhave entered into any Contract with any Person relating to Liabilities for any Remedial Action.
(h) Except for Environmental Permits, no Group Company nor Real Estate Seller have incurred environmental Liability that has not been discharged or satisfied in full as of the Closing Date which are required to be completed by the Closing Date pursuant to any Environmental Law. To the Knowledge of the Company, there are no facts, events or conditions with respect to the past or present operation of any third party whose Liabilities have been assumed or undertaken by the Group Company or its Subsidiariesthe Owned Real Property that would reasonably be expected in any material respect to interfere or prevent continued compliance with, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected to give rise to a material Liability reasonable basis for the Company or any of its Subsidiaries under any an Action under, Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(bi) No Group Company nor Real Estate Seller requires a capital expenditure in excess of $75,000 to achieve compliance with applicable Environmental Laws with respect to the Real Property as of the Closing Date.
(j) No Group Company has transported, disposed of, or arranged for transport or disposal of any Hazardous Materials that is not in compliance in any material respect with applicable Environmental Laws to any facility or site.
(k) The Company has and Real Estate Seller have made available to Parent true, correct and Merger Sub complete copies of all material environmentalEnvironmental Permits possessed as of the date hereof. True, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance correct and complete copies of such Environmental Permits are listed on Section 4.24(k) of the Company or any of its Subsidiaries with Environmental Laws or of the environmental condition Disclosure Schedule.
(l) Section 4.24(l) of the Company Disclosure Schedule lists the following documents in any Group Company’s or Real Estate Seller’s possession, true, correct and complete copies of which have been made available by the Company to Parent prior to the date of this Agreement: (i) all written notices, reports, studies, analyses or tests, and any results of monitoring programs pertaining to the release or removal of Hazardous Materials at, in, on or under: (A) the Real Property, in each caseor (B) any other site at which the Company is conducting Remedial Action related to Hazardous Materials which have been transported by, in its possession or arranged for transportation by, any Group Company or Real Estate Seller or with respect to which the Company is subject to a Claim under its reasonable controlEnvironmental Laws; (ii) all environmental investigation or assessments (Phase I and Phase II type reports) of the Real Property, and (iii) all pending applications for Environmental Permits.
Appears in 2 contracts
Samples: Merger Agreement (Ani Pharmaceuticals Inc), Merger Agreement (Ani Pharmaceuticals Inc)
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effect:
(ia) The the Company and its Subsidiaries are, and since the Reference Date December 31, 2019 have been, in compliance with all applicable Environmental Laws;
(iib) The the Company and each of or its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, are and currently is, have been in compliance since December 31, 2019 with, all authorizations, licenses and Permits required under Environmental Laws to operate their its business and occupy their facilities, including the Company Real Propertyas presently conducted;
(iiic) Except for matters that are resolvedsince December 31, 2019, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, Third Party regarding any actual or alleged violation ofof Environmental Laws or any Liabilities or potential Liabilities investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or Liabilities under, attorney fees arising under any actual or alleged violation of Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, nor, and to the Knowledge of the Company, no such Action has been threatened;
(d) neither the Company nor any third party whose Liabilities of its Subsidiaries has disposed of or released any Hazardous Substance at any Company Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any other Environmental Laws;
(e) to the Company’s Knowledge, no Hazardous Substances are present or have been assumed disposed of or undertaken released on, at, in or under any real property currently or formerly owned, leased or operated by the Company or its Subsidiaries, has treated, stored, disposed of, arranged Subsidiaries for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected to give rise to a material Liability for which the Company or any of its Subsidiaries has, or may have, Liability under any Environmental Laws; and
(vf) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, Company nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance of the Company or any of its Subsidiaries with has assumed or retained any Liabilities under any applicable Environmental Laws of any other Person, including in any acquisition or divestiture of the environmental condition of the Company Real Property, in each case, in its possession any property or under its reasonable controlbusiness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Globus Medical Inc), Merger Agreement (Nuvasive Inc)
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effect:
(i) The Each of the Company and its Subsidiaries areSubsidiary is, and since the Reference Date have January 1, 2021 has been, in compliance in all material respects with all applicable Environmental Laws;
(iib) The Each of the Company and each of its Subsidiaries has since the Reference Date held and currently Subsidiary holds, and is and since January 1, 2021 has since the Reference Date been, and currently is, been in compliance in all material respects with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including at the Company Real PropertyProperty as presently conducted, or as applicable, historically operated;
(iiic) Except for matters that are resolvedSince January 1, 2021, neither the Company nor any of its Subsidiaries Subsidiary has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, party regarding any actual or alleged violation of, of Environmental Laws or any Liabilities under, or potential Liabilities under Environmental Laws;
(ivd) Neither the Company nor its Subsidiary has Released or is subject to liability for any Releases of its Subsidiariesor the exposure of any Person to any Hazardous Substance on, norat, to under, to, from or about the Knowledge of the CompanyCompany Real Property or any other real property now or formerly owned, any third party whose Liabilities have been assumed operated, leased, occupied or undertaken used by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, Subsidiary in a manner that has given or would reasonably could be expected to give rise to a material Liability for the Company or its Subsidiary under any Environmental Laws;
(e) Neither the Company nor its Subsidiary, any predecessors of the Company or its Subsidiaries Subsidiary, or any entity previously owned by the Company or its Subsidiary, has transported or arranged for the treatment, storage, handling, recycling, disposal, or transportation of any Hazardous Substance to any off-site location which could reasonably be expected to result in Liability to the Company or its Subsidiary;
(f) Neither the Company nor its Subsidiary has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Body under any Environmental Laws; and
(vg) Since Neither the Reference Date and except in compliance with Company nor its Subsidiary has assumed responsibility for or agreed to indemnify or hold harmless any Person for any liability or obligation, arising under or relating to Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance of the Company or any of its Subsidiaries with Environmental Laws or of the environmental condition of the Company Real Property, in each case, in its possession or under its reasonable control.
Appears in 1 contract
Environmental Compliance and Conditions. Except as set forth in Section 2.16 of the Disclosure Letter, (aA) Except for matters since January 1, 1995 neither Seller, neither Company nor any of its subsidiaries or affiliates, nor WMI with respect to any of the foregoing persons, has received any written communication from a governmental entity or any third party that alleges or asserts that either Company or any subsidiary is not in compliance with any Environmental Laws except such noncompliance which individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect:
, (iB) The Company the Companies and its Subsidiaries aretheir subsidiaries hold, and since the Reference Date have been, in compliance with all applicable Environmental Laws;
(ii) The Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, are in compliance with, all Permits material permits, licenses and governmental authorizations required for the Companies and their subsidiaries to conduct their respective businesses under the Environmental Laws, and are in compliance with all Environmental Laws except for any instances of noncompliance which, individually or in the aggregate, would not have a Material Adverse Effect, (C) Sellers have provided to operate Purchaser all environmental site assessments environmental audits, environmental compliance reports and remediation studies that are in their business and occupy their facilitiespossession or control with respect to the Owned Real Property, including the Leased Real Property or the operations of the Company Real Property;
or its subsidiaries, (iiiD) Except for matters that are resolvedneither Seller, neither the Company nor any of its Subsidiaries subsidiaries or affiliates, nor WMI with respect to any of the foregoing persons, has received any written claim, notice or complaintother written communication that any Company or any of its subsidiaries is or may be a person potentially responsible for environmental site investigation, cleanup or been subject other costs associated with responding to any Action from any Governmental Body contamination under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 or third partyunder similar state law, regarding any actual or alleged violation of(E) neither Seller, or Liabilities under, Environmental Laws;
(iv) Neither the neither Company nor any of its Subsidiariessubsidiaries or affiliates, nor, nor WMI with respect to the Knowledge any of the Companyforegoing persons, has knowledge of any third party whose Liabilities Release or threatened Release of Hazardous Materials (other than Releases that are not in violation of and have been assumed not and will not give rise to material liability under applicable Environmental Laws) from or undertaken onto the properties currently or formerly owned or operated by the any Company or any subsidiary or by either Company or any of its Subsidiariessubsidiaries onto any property owned or operated by any other person, and (F) and, except for the handling, transporting, storage, processing, application to land, composting or landfill disposal of Residuals in the ordinary course of business, neither Company nor any of its subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributedhandled, exposed or Released any person to, manufactured, sold, handled or releasedHazardous Materials, or owned or operated any real property that is facility or has been contaminated byproperty, any Hazardous Substance, in a manner that has given or would reasonably be expected so as to give rise to a material Liability for the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance liabilities of the Company or any of its Subsidiaries with subsidiary for investigation, cleanup or other response costs, natural resource damages or attorneys fees, or damages for injuries to persons, property or the environment, pursuant to any Environmental Laws Laws. As used in this Agreement, the term "ENVIRONMENTAL LAWS" means any and all applicable treaties, laws (including common law), regulations, enforceable requirements, binding determinations, orders, decrees, judgments, injunctions, permits, approvals, authorizations, licenses, variances, permissions, notices or binding agreements issued, promulgated or entered into by any governmental entity that are in effect as of the environmental condition date of this Agreement, relating to the Company Real Propertyenvironment, in each casepreservation or reclamation of natural resources, in its possession or under its reasonable controlto the management, Release (as hereinafter defined) or threatened Release of Hazardous Materials including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. Sections 9601 et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.
Appears in 1 contract
Samples: Stock Purchase Agreement (Synagro Technologies Inc)
Environmental Compliance and Conditions. Except as set forth on Section 5.17 of the Disclosure Schedule:
(a) Except for matters that The Company and its Subsidiaries have all permits, licenses and other authorizations required under all Environmental Requirements, except where the failure to hold such licenses, permits and authorizations would not reasonably be expected to to, individually or in the aggregate, have a Company Material Adverse Effect:
(i) . The Company and its Subsidiaries are, and since the Reference Date have been, are in compliance with all applicable terms and conditions of such permits, licenses, and authorizations and are also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any Environmental Laws;Requirements or any written notice, demand letter, order, decree or judgment issued, entered, promulgated or approved thereunder, except where the failure to so comply would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. To the Company's knowledge, no such permits, licenses or other authorizations scheduled to expire within three years of the date of this Agreement (a) will not be renewed or (b) will require material expenditures in connection with such renewal.
(iib) The Neither the Company and each nor any of its Subsidiaries has since ever used, handled, generated, transported, treated, stored, or disposed of any Hazardous Substance at any site, location or facility in violation of any Environmental Requirements, except where such violation would not reasonably be likely to, individually or in the Reference Date held and currently holdsaggregate, have a Company Material Adverse Effect. No Hazardous Substance is present at, on, in or under or is emanating from any real property or facility currently, or to the knowledge of the Company, formerly, owned, operated or leased by the Company or any of its Subsidiaries, except where the presence or emanation of such Hazardous Substances would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) Neither the Company nor any of its Subsidiaries is or, to the Company's knowledge, has been subject to, and has since the Reference Date been, and currently is, in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including the Company Real Property;
(iii) Except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, any Environmental Claim which would reasonably be likely to, individually or Liabilities underin the aggregate, Environmental Laws;
(iv) Neither the have a Company nor any of its Subsidiaries, norMaterial Adverse Effect and, to the Knowledge of the Company's knowledge, any third party whose Liabilities have been assumed no such Environmental Claim is (1) pending or undertaken by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected to give rise to a material Liability for threatened against the Company or any of its Subsidiaries under or (2) pending or threatened against any Person whose liability for such Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, Claim has designed, manufactured, installed, repaired been retained or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance of assumed by the Company or any of its Subsidiaries with by contract or otherwise or can be imputed or attributed to the Company or any of its Subsidiaries by law (collectively, such Person shall hereinafter be referred to as a "Predecessor in Interest").
(d) No real property owned, operated or leased by the Company or any of its Subsidiaries and, to the Company's knowledge, no real property used by the Company or any of its Subsidiaries or any Predecessor in Interest is (A) listed or proposed for listing on the National Priorities List promulgated under CERCLA or (B) listed on the Comprehensive Environmental Laws Response, Compensation, Liability Information System List promulgated under CERCLA or listed on any comparable list published by any governmental authority (including, without limitation, any such list relating to petroleum or oil).
(e) No Hazardous Substance underground or above ground storage tank, or related underground piping, is located at, under or on any real property owned, operated or leased by the Company or any of its Subsidiaries nor, to the Company's knowledge, has any such underground storage tank or underground piping been removed or decommissioned from or at such property.
(f) All material environmental investigations, studies, audits and assessments conducted in relation to any business, real property, facility or asset currently or formerly owned, operated, leased or used by the Company or any of its Subsidiaries or any Predecessor in Interest and of which the Company has knowledge and custody or control have been made available to Buyer.
(g) To the knowledge of the environmental condition of Company, no Lien has been recorded under any Environmental Requirement with respect to any real property, facility or asset currently or formerly owned, operated or leased by the Company Real Propertyor any of its Subsidiaries or any Predecessor in Interest and, in each case, for which the Company or any of its Subsidiaries may be responsible under any Environmental Requirement.
(h) To the Company's knowledge, no facts, events or conditions exist which would be expected to give rise to or otherwise form the basis of any Environmental Claim which would reasonably be likely to, individually or in the aggregate, have a Company Material Adverse Effect.
(i) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the exercise by Buyer of rights to own and operate the business and assets of the Company and any of its possession Subsidiaries substantially as presently conducted will not require any notification, disclosure, registration, reporting, filing or any material investigatory, remedial, removal, response or other action under any Environmental Requirement, except where the failure to make such notification, disclosure, registration, reporting or filing or take such action would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.
(j) No representations or warranties elsewhere in this Agreement, including but not limited to those regarding the Company and its reasonable controlSubsidiaries' compliance with applicable laws or any other aspects of the Company and its Subsidiaries' operations, shall be deemed to relate to Environmental Requirements or other environmental matters.
Appears in 1 contract
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effect:
(ia) The the Company and its the Company Subsidiaries are, and since the Reference Date have been, in compliance with all applicable Environmental Laws;
(ii) The Company , which includes obtaining, holding and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, being in compliance with, all Permits with any Permit required under Environmental Laws to operate their business for the operation of the Business and occupy their the occupation of its properties and facilities, including the Company Real Property;
(iiib) Except for matters that there are resolvedno pending, neither or to the Knowledge of the Company, threatened Actions, and the Company nor any of its and the Company Subsidiaries has have not received any written claimclaims, notice notices or complaintcomplaints, from any Person or been subject to any Action from any Governmental Body or third party, regarding in each case alleging the Company or any actual or alleged of the Company Subsidiaries is in violation of, or Liabilities has liability under, any Environmental Laws or has any actual Liabilities or potential Liabilities under Environmental Laws;
(ivc) Neither neither the Company nor any of its Subsidiaries, nor, the Company Subsidiaries (nor any other Person to the Knowledge extent giving rise to Liability of the Company) has handled, any third party whose Liabilities have been assumed or undertaken by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, disposed or arranged for disposal of, released or exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been facility contaminated by, any Hazardous SubstanceSubstance (including the Real Property or any other real property now or formerly occupied, owned or used by the Company or any of the Company Subsidiaries), in each case, in a manner that has given or would reasonably could be expected to give rise to a material Liability for the Company or any of its the Company Subsidiaries under any Environmental Laws; and
(vd) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub copies of all material environmentalenvironmental reports, health or safety studies, reports or assessments, prepared since the Reference Date, related assessments and audits pertaining to the compliance of the Company or any of its Subsidiaries with Environmental Laws or of the environmental condition of the Company Leased Real Property, in each caseOwned Real Property or any other real property formerly or currently owned, in its leased or operated by the Company or the Company’s or the Business’s compliance with, or any Liability under, Environmental Laws that are within the Company’s possession or under its reasonable control.
Appears in 1 contract
Environmental Compliance and Conditions. Except as set forth on the attached Environmental Compliance Schedule:
(a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effect:
(i) The the Company and its Subsidiaries are, and have been since the Reference Date have beenMarch 27, 2009, in material compliance with all applicable Environmental Laws, including with respect to its operations at and occupancy of the real property listed on the Leased Real Property Schedule and the Owned Real Property Schedule;
(iib) The Company and each of its Subsidiaries except as has since been fully resolved prior to the Reference Date held and currently holds, and has since the Reference Date been, and currently is, date hereof or which would not reasonably be expected to result in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including the Company Real Property;
(iii) Except for matters that are resolvedmaterial ongoing or future liability, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body asserting or third party, regarding alleging any actual or alleged material violation ofof or material liability including any material investigatory, corrective or Liabilities under, remedial obligation under Environmental Laws;
(iv) Neither Laws applicable to its operations or the Company nor any of its Subsidiaries, nor, to real property listed on the Knowledge of Leased Real Property Schedule and the CompanyOwned Real Property Schedule, any third party whose Liabilities have been assumed real property formerly owned or undertaken leased by the Company or its Subsidiaries, has treatedor any off-site treatment, storedstorage, disposed ofdisposal or recycling locations to which the Company or its Subsidiaries sent Hazardous Materials;
(c) neither the Company nor any of its Subsidiaries is subject to any current or, arranged to the Company’s knowledge, threatened claim, Order, directive, request for information, demand letter or permitted complaint asserting a remedial obligation or actual or potential material liability under Environmental Laws, including with respect to conditions at any of the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled real property listed on the Leased Real Property Schedule and the Owned Real Property Schedule or released, or owned or operated any real property that is formerly owned or leased by the Company or its Subsidiaries or any off-site treatment, storage, disposal or recycling locations to which the Company or its Subsidiaries sent Hazardous Materials;
(d) the Company and its Subsidiaries have obtained and are, and have been since March 27, 2009, in material compliance with all permits, licenses and authorizations required under Environmental Laws for its business operations, including its use and occupancy of the real property listed on the Leased Real Property Schedule and the Owned Real Property Schedule;
(e) neither the Company nor any of its Subsidiaries nor any of their agents or contractors has been contaminated bycaused, nor to the Company’s knowledge has any other Person caused, any Release of any Hazardous SubstanceMaterial at, in a manner that has given on, under or would reasonably be expected to give rise to a material Liability for migrating from the Real Property or any real property formerly owned or leased by the Company or any of its Subsidiaries which requires investigation, assessment, cleanup or remediation or any other type of response action by the Company or any of its Subsidiaries under any Environmental LawsLaw or pursuant to any applicable lease agreements;
(f) neither the Company nor any of its Subsidiaries has entered into any contract whereby the Company or any such Subsidiary has expressly assumed or provided indemnification for any material liability of any other Person pursuant to or arising from any Environmental Law; and
(vg) Since the Reference Date Company and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has each of its Subsidiaries have made available to Parent and Merger Sub the Purchaser copies of all material environmentalpreviously conducted environmental compliance audits, health or safety studies, reports or environmental site assessments, prepared since asbestos surveys, and reports regarding any material Release of Hazardous Materials at, upon or from the Reference Date, related to the compliance of Real Property or any real property formerly owned or leased by the Company or any of its Subsidiaries with Environmental Laws or of the environmental condition of the Company Real PropertySubsidiaries, in each case, which are in its possession or control. This Section 5.16 contains the sole and exclusive representations and warranties of the Company with respect to any matters arising under its reasonable controlany Environmental Laws or with respect to Releases of Hazardous Materials.
Appears in 1 contract
Environmental Compliance and Conditions. Except as set forth in Section 4.15 of the Disclosure Schedules:
(a) Except The Company and its Subsidiary have obtained and possess all material permits, licenses and other authorizations required under applicable Environmental Laws (the “Environmental Permits”).
(b) The Company and its Subsidiary are in material compliance with the terms and conditions of such Environmental Permits and are also in material compliance with all applicable Environmental Laws.
(c) None of the Company, its Subsidiary or any Seller has received any written notice of violations or Liabilities arising under Environmental Laws, including relating to any investigatory, remedial or corrective obligation from any foreign, federal, state or local governments or any agency thereof, relating to the Company, its Subsidiary or their facilities and arising under Environmental Laws, the subject of which is unresolved.
(d) There are no lawsuits or Proceedings pending or, to the Company’s knowledge, threatened against the Company or its Subsidiary before or by any Governmental Entity under Environmental Laws, and neither the Company nor its Subsidiary is subject to any outstanding Judgment of any Governmental Entity under Environmental Laws, except for matters any of the foregoing that would not reasonably be expected to have a Company Material Adverse Effect:be, individually or in the aggregate, material to the Business.
(ie) The No product manufactured, produced, modified, distributed or sold by or on behalf of the Company and or its Subsidiaries areSubsidiary contains, and since the Reference Date have beenor has contained, in compliance with all applicable Environmental Laws;any asbestos or asbestos-containing materials.
(iif) The Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including the Company Real Property;
(iii) Except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any third party whose Liabilities There have been assumed or undertaken no releases of any Hazardous Materials by the Company or its SubsidiariesSubsidiary at the Real Property or, has treatedto the knowledge of the Company, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed by any person to, manufactured, sold, handled or released, or owned or operated other Person (including any real property that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected to give rise to a material Person whose Liability for such Environmental Liability the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental LawsSubsidiary has retained or assumed), neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance of the Company or any of its Subsidiaries with Environmental Laws or of the environmental condition of the Company Real Propertyexcept, in each case, for any releases that would not reasonably be expected to be, individually or in the aggregate, material to the Company or its Subsidiary.
(g) The Company has delivered or otherwise made available for inspection to the Purchaser true, complete and correct copies and results of any non-privileged, material reports, data, investigations, audits, assessments (including Phase I and Phase II environmental site assessments), studies, analyses, tests or monitoring in the possession of or under the reasonable control of the Company or its reasonable controlSubsidiary pertaining to: (i) any unresolved Environmental Liabilities of the Company or its Subsidiary; (ii) any Hazardous Materials released in, on, or beneath any property currently or formerly owned, operated or leased by the Company or its Subsidiary; or (iii) the Company’s or its Subsidiary’s compliance with applicable Environmental Laws.
Appears in 1 contract
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effectas set forth on Schedule 3.16:
(ia) The Company and its Subsidiaries areare in compliance, and since have for the Reference Date have beenpast three years complied, in compliance all material respects with all applicable Environmental Laws;
(ii) The Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, including all Permits required under Environmental Laws to operate their business for the occupation of the Owned Real Property, the Leased Real Property and occupy their facilities, including the operation of the Business.
(b) None of the Company Real Property;
(iii) Except for matters that are resolved, neither the Company nor or any of its Subsidiaries has received any written claim, notice or complaintin the past three years, or been subject prior to such time if not fully settled and resolved, any Action from any Governmental Body notice, report, Order, directive, or third party, other information regarding any actual or alleged violation material violations of, or Liabilities material liabilities arising under, Environmental Laws;.
(ivc) Neither None of the Company nor or any of its SubsidiariesSubsidiaries has (i) manufactured, nordistributed, to the Knowledge of the Company, any third party whose Liabilities have been assumed or undertaken by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributedhandled, exposed any person to, manufactured, sold, handled or released, or exposed any Person to, any Hazardous Substance, or (ii) owned or operated any real property that or facility (including the Leased Real Property) which is or has been contaminated by, by any Hazardous Substance, Substance in the case of clauses (i) and (ii) in a manner that which has given rise or would could reasonably be expected to give rise to a any material Liability liability pursuant to Environmental Laws.
(d) Each of the Company and its Subsidiaries has in the amounts and forms required by any Environmental Laws, obtained all performance bonds, surety bonds, insurance and any other financial assurances required under Environmental Laws for land reclamation or otherwise.
(e) None of the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, sold, marketed, installed, repaired or distributed products or other items containing asbestosany Hazardous Substance in a manner which has given rise or could reasonably be expected to give rise to any material liability under Environmental Laws.
(bf) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance None of the Company or any of its Subsidiaries has assumed, undertaken, become subject to, or provided an indemnity with respect to any material liability of any other Person pursuant to Environmental Laws Laws.
(g) The Company has made available to the Purchaser all non-ordinary course environmental audits, assessments, and reports and all other environmental documents materially bearing on environmental, health or safety conditions of the environmental condition Real Property and the Business or relating to the current and former operations and facilities (including without limitation the Leased Real Property) of the Company Real Property, in each case, and its Subsidiaries that are in its possession or under its reasonable control.
Appears in 1 contract
Samples: Merger Agreement (Andersons, Inc.)
Environmental Compliance and Conditions. (a) Except for matters that which would not reasonably be expected to have a Company Material Adverse Effect:
(ia) The Company and its Subsidiaries To Sellers' Knowledge, the Acquired Companies are, and at all times since the Reference Date January 30, 1995 have been, in compliance with all applicable Environmental Laws;
(ii) The Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including the Company Real Property;
(iii) Except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any third party whose Liabilities have been assumed or undertaken by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected to give rise to a material Liability for the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) To Sellers' Knowledge, the Acquired Companies have obtained and currently possess all material Environmental Permits.
(c) The Company has not received any written notice of, and to Seller's Knowledge, there are not any actual or alleged violations or liabilities arising under Environmental Laws, including any investigatory, remedial, or corrective obligations, relating to the Company or its Subsidiaries and arising under Environmental Laws during the 12 months preceding the Closing Date.
(d) There are no pending or, to Sellers' Knowledge, threatened actions, suits, proceedings, claims, against any of the Acquired Companies concerning any environmental health and safety matters or arising under any Environmental Laws and there are no Liens, or other restrictions of any nature, arising under or pursuant to any Environmental Laws with respect to or affecting any of the properties and assets (whether real, personal, or mixed) in which any Acquired Company has or had an interest.
(e) To Sellers' Knowledge, none of the following exists at any property or facility owned by any Acquired Company: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls; or (4) landfills, surface impoundments, or disposal areas.
(f) To the Sellers' Knowledge, no Acquired Company has either expressly or by operation of law assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental Laws.
(g) Sellers have delivered or made available to Parent Buyer copies and Merger Sub copies results of all material environmentalany reports, health or safety studies, reports analyses, tests, or assessmentsmonitoring possessed or initiated by Sellers or any Acquired Company concerning compliance by, prepared since the Reference Dateor liabilities of, related to the compliance of the any Acquired Company or any of its Subsidiaries other Person for whose conduct they are or may be held responsible, with Environmental Laws or of the environmental condition of the Company Real Property, in each case, in its possession or under its reasonable controlEnvironmental Laws.
(h) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THIS SECTION 4.18 CONTAINS THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS WITH RESPECT TO ENVIRONMENTAL, HEALTH, AND SAFETY MATTERS, INCLUDING WITHOUT LIMITATION ALL MATTERS ARISING UNDER ENVIRONMENTAL LAWS.
Appears in 1 contract
Samples: Stock Purchase Agreement (Maverick Tube Corporation)
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effectas set forth on Schedule 3.17:
(ia) The Company and its Subsidiaries the Leased Real Property are, and since at all times during the Reference Date previous five years have beenbeen leased or operated in material compliance with all Environmental Laws. The Company has not Released, used, treated, stored or handled Hazardous Materials on, under, or about any Leased Real Property except in compliance with all applicable Environmental Laws. No material quantities of any Hazardous Materials are presently being used, treated, stored, or otherwise handled on or at any Leased Real Property except in the ordinary conduct of the business or operations of the Company;
(iib) The Company holds all licenses, permits and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, all Permits other governmental authorizations required under Environmental Laws Law (“Environmental Permits”) that are material to operate their its business as presently conducted and occupy their facilitiesrequired in connection with the present use of the Leased Real Property. All such Environmental Permits are in full force and effect and are not subject to appeal or other administrative or judicial proceedings. The Company has taken all necessary actions to maintain the effectiveness of such permits;
(c) To the Sellers’ knowledge, including no Hazardous Materials have been Released, uses, stored or otherwise handled (except in compliance with Environmental Laws) on the Company Real Property;
(iiid) Except for matters that are resolved, neither To the Company nor any knowledge of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of Sellers and the Company, any third party whose Liabilities have been assumed there are no existing facts or undertaken by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property circumstances that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected to give rise to a any material Liability for the Company violation of or any of its Subsidiaries material liability under any Environmental Law. None of the Company’s assets, in their current condition, are required to be upgraded or modified in any material respect in order to comply with existing Environmental Laws;
(e) The Company: (i) has not received from any Governmental Authority or any other Person, any written notice of violation of, alleged violation of, non-compliance with, or liability or potential liability pursuant to, any Environmental Law (including a CERCLA section 104(e) request or a potentially responsible party notice), other than notices with respect to matters that have been resolved and for which the Company has no further material obligations outstanding; (ii) is not a party to any pending judicial proceeding or governmental or administrative action under any applicable Environmental Law and, to the knowledge of the Sellers and the Company, no such proceeding or action is threatened; and (iii) is not subject to any outstanding administrative or judicial Order, Consent Order or other agreement pertaining to any specific violation, noncompliance or liability under any Environmental Law; and
(vf) Since the Reference Date Schedule 3.17 sets forth (i) all Environmental Reports, and except in compliance (ii) all notices of potential liability, correspondence with Environmental LawsGovernmental Authorities, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related documents pertaining to the compliance of Company and the Company or any of its Subsidiaries with Environmental Laws or of the environmental condition of the Company Real Property, in each case, in its possession or under its reasonable control.
Appears in 1 contract
Samples: Stock Purchase Agreement (Preformed Line Products Co)
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effect:
(i) The the Company and its Subsidiaries are, and since the Reference Date January 1, 2019 have been, in compliance with all applicable Environmental Laws;
(ii) The the Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, are in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including at the Company Real PropertyProperty as presently conducted;
(iii) Except except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, party regarding any actual or alleged violation of, of Environmental Laws or any Liabilities under, or potential Liabilities under Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, norand, to the Knowledge of the Company, no such Action has been threatened; and
(iv) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries or, any third party whose Liabilities have been assumed party, has released any Hazardous Substance on, under or undertaken about the Company Real Property or any other real property now or formerly occupied or used by the Company or any of its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, Subsidiaries in a manner that has given or would reasonably could be expected to give rise to a material Liability for the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has made available to Parent true, correct and Merger Sub complete copies of all material environmentaland non-privileged reports, health or safety studies, reports or assessments, prepared since studies and audits in the Reference Date, related to the compliance possession of the Company or any of its Subsidiaries with Environmental Laws or of since January 1, 2019 and relating to the environmental condition of the Company Real Property, in each case, in Property or to the compliance of Company or any of its possession or under its reasonable controlSubsidiaries with Environmental Laws.
Appears in 1 contract
Samples: Merger Agreement (Sezzle Inc.)
Environmental Compliance and Conditions. Except as set forth on Schedule 3.19:
(a) Except Each of the Acquired Companies is and, for matters that would not reasonably be expected to have a Company Material Adverse Effect:
the past five (i5) The Company and its Subsidiaries areyears, and since the Reference Date have been, has been in compliance with all applicable Environmental Laws;, except where the failure to comply would not reasonably be expected, individually or in the aggregate, to be material to the Acquired Companies, taken as a whole.
(iib) The Company and each of its Subsidiaries has since Acquired Companies hold, and, for the Reference Date held and currently holdspast five (5) years, and has since the Reference Date been, and currently is, have been in compliance with, all Permits required under applicable Environmental Laws to operate at the Leased Real Property and the Owned Real Property and to carry on their business and occupy their facilitiesrespective businesses as now conducted, including except where the Company Real Property;failure to hold or comply with such Permits would not reasonably be expected, individually or in the aggregate, to be material to the Acquired Companies, taken as a whole.
(iiic) Except for matters that are resolvedSince November 4, neither 2016, the Company nor any of its Subsidiaries has Acquired Companies have not received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, noror, to the Knowledge of the Company, oral notice from any third party whose Liabilities have been assumed Governmental Authority or undertaken by the Company other Person regarding any actual or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or releasedalleged violation of Environmental Laws, or owned any liabilities or operated potential liabilities under Environmental Laws, including for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under Environmental Laws and no other such written or, to the Knowledge of the Company, oral notice received at any real property that earlier date remains unresolved such that, if the subject of such notice is or has been contaminated byadversely resolved, any Hazardous Substance, in a manner that has given or would reasonably be expected expected, individually or in the aggregate, to give rise be material to the Acquired Companies, taken as a material Liability for the Company or any of its Subsidiaries under any Environmental Laws; andwhole.
(vd) Since To the Reference Date and except in compliance with Environmental Laws, neither Knowledge of the Company, nor no Hazardous Substances have been Released or are otherwise present at any Subsidiaryof the Leased Real Property or Owned Real Property. No Acquired Company has Released any Hazardous Substance or caused any Hazardous Substance to be present at any location, has designedincluding at any Leased Real Property, manufacturedOwned Real Property or formerly owned, installedleased or operated properties, repaired in each such case in quantities or distributed products concentrations that require investigation or other items containing asbestosremediation under applicable Environmental Laws and would reasonably be expected, individually or in the aggregate, to be material to the Acquired Companies, taken as a whole.
(be) No Acquired Company has assumed, undertaken or provided an indemnity with respect to any material liability or obligation of any other Person relating to Hazardous Substances or Environmental Law.
(f) The Company has Acquired Companies have made available to Parent and Merger Sub copies Buyer a copy of all material environmental, health or safety studies, reports audits, or assessments, prepared since the Reference Date, related to the compliance of the Company or any of its Subsidiaries with Environmental Laws or of assessments concerning the environmental condition of any facility, site, area or property which any Acquired Company currently or formerly owns, leases, uses or operates in, or the Company Real PropertyAcquired Companies’ compliance with, or liability or obligations under, Environmental Laws, in each case, case that are in its the possession or under its reasonable controlcontrol of any Acquired Company.
Appears in 1 contract
Environmental Compliance and Conditions. (a) The Company is, and since the Look-Back Date has been, in compliance in all material respects with all applicable Environmental Laws (which compliance includes obtaining, maintaining and complying with all Environmental Permits that are necessary for the ownership, lease, operation or use of the business or assets of the Company). Such Environmental Permits are in full force and effect. Except as set forth on Section 4.15(a) of the Disclosure Schedules, the Company has not received from any Person any: (i) Environmental Notice or Environmental Claim or (ii) written request for matters information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements.
(b) No real property currently owned, operated or leased by the Company (nor, to the Company’s Knowledge, any real property formerly owned, operated or leased by the Company) is listed on, or, to the Company’s Knowledge, has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list.
(c) To the Company’s Knowledge, there has been no Release (i) by the Company for which the Company is obligated under Environmental Law or Environmental Permit to perform any investigation or remedial action or (ii) in contravention of Environmental Law with respect to the business or assets of the Company or any real property currently or formerly owned, operated or leased by the Company. Except as set forth on Section 4.15(c) of the Disclosure Schedules, the Company has not received an Environmental Notice that any real property currently or formerly owned, operated or leased in connection with the business of the Company has been contaminated with any Hazardous Material that would not reasonably be expected to have result in an Environmental Claim against, or a Company Material Adverse Effect:violation of Environmental Law or term of any Environmental Permit by, the Company.
(id) The Company Section 4.15(d) of the Disclosure Schedules contains a complete and its Subsidiaries areaccurate list of all active or abandoned aboveground or underground storage tanks owned or operated by the Company. With respect to any storage tank required to be listed in Section 4.15(d) of the Disclosure Schedules, and since the Reference Date have beeneach such storage tank is or has been maintained, removed or closed, as applicable, in compliance in all material respects with all applicable Environmental Laws;
(ii) The Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since not been the Reference Date been, and currently is, in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including the Company Real Property;
(iii) Except for matters that are resolved, neither the Company nor source of any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any third party whose Liabilities have been assumed or undertaken by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected to give rise to a material Liability for the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestosRelease.
(b) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance of the Company or any of its Subsidiaries with Environmental Laws or of the environmental condition of the Company Real Property, in each case, in its possession or under its reasonable control.
Appears in 1 contract
Samples: Merger Agreement (LIVE VENTURES Inc)
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effectas disclosed on Schedule 3.19:
(i) The since June 18, 2003 and, to the Knowledge of the Company with respect to any time period prior to June 18, 2003, each of the Company and each Significant Company Subsidiary has complied in all material respects with and is in compliance in all material respects with all Environmental Laws, including obtaining and maintaining all Licenses and Permits required under Environmental Laws for the conduct of its Subsidiaries are, and since the Reference Date have beencurrent business operations, in compliance with all applicable each case except where the failure to obtain and maintain such Licenses and Permits would not have a Material Adverse Effect (the “Environmental LawsPermits”);
(ii) The Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, all Permits required there are no material Legal Proceedings relating to or arising under Environmental Laws that are pending or, to operate their business and occupy their facilitiesthe Knowledge of the Company, including Threatened against or affecting the Company Real Propertyor any Significant Company Subsidiary or any real property currently or, to the Knowledge of the Company, formerly owned, operated or leased by the Company or any Significant Company Subsidiary;
(iii) Except for except with respect to matters that are resolvedhave been settled and resolved without future obligation, neither the Company nor any of its Subsidiaries Significant Company Subsidiary has received any written claimnotice of or entered into or assumed by Contract or operation of Law or otherwise, notice any material obligation or complaintliability not incurred in the Ordinary Course of Business or any material order, settlement, judgment, injunction or been subject decree, in each case, relating to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, arising under Environmental Laws;
(iv) Neither no real property currently owned, operated or leased by the Company nor or any Significant Company Subsidiary has present any (A) underground storage tanks, (B) friable asbestos-containing material in any form or condition, (C) materials or equipment containing polychlorinated biphenyls owned or operated by the Company or any Company Subsidiary or (D) landfills, surface impoundments, or disposal areas;
(v) to the Knowledge of its Subsidiariesthe Company, northe transactions contemplated by this Agreement will not result in any obligations for environmental site investigation or cleanup, or notification to or consent of governmental agencies or third parties under any so-called environmental “property transfer” laws;
(vi) no facts, circumstances or conditions exist with respect to the operations of the Company or any Significant Company Subsidiary or any property currently (or, to the Knowledge of the Company, formerly) owned, operated or leased by the Company or any Significant Company Subsidiary or, to the Knowledge of the Company, any third party whose Liabilities have been assumed property to or undertaken by at which the Company or its Subsidiaries, has treated, stored, disposed of, any Significant Company Subsidiary transported or arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property treatment of Hazardous Materials that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected to give rise to a material Liability for result in the Company or any of its and the Significant Company Subsidiaries incurring material Liabilities under any Environmental Laws; and
(vvii) Since since June 18, 2003, and, to the Reference Date and except in compliance with Environmental LawsKnowledge of the Company, at any time prior to such time, neither the Company, Company nor any Subsidiary, Significant Company Subsidiary has designed, manufactured, installedsold, repaired marketed, installed or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub copies of delivered for Buyer’s examination all material environmentalreports, health or safety studies, reports correspondence or assessmentsdocuments in its possession concerning its compliance with or liability under Environmental Laws.
(c) Except for matters in Section 3.7, prepared since the Reference Date, related to representations and warranties contained in this Section 3.19 constitute the compliance sole and exclusive representations and warranties of the Company relating to, or any of its Subsidiaries with in connection with, Environmental Laws or of the environmental condition of the Company Real Property, in each case, in its possession or under its reasonable controlHazardous Materials.
Appears in 1 contract
Environmental Compliance and Conditions. (a) The Companies and their subsidiaries have all material permits, licenses, authorizations, registrations and other material governmental consents required under Environmental Laws and all such permits, licenses, authorizations and registrations are in full force and effect. The Companies or their subsidiaries have received no notice or other communication and the Sellers have no knowledge that any such material permits, licenses, authorizations or registrations may be suspended, revoked, or modified by any governmental body.
(b) Each of the Companies and their subsidiaries is in material compliance with all applicable Environmental Laws or any written notice or demand letter issued thereunder. There is no material civil, criminal, or administrative action, suit, claim, notice of violation, investigation, or proceeding pending relating to the property or business of the Companies or their subsidiaries or, to the knowledge of the Sellers, threatened against the business or property of the Companies or their subsidiaries arising out of any applicable Environmental Laws.
(c) Neither any Seller nor any Company has received any written notice or other communication that any of the Companies or their subsidiaries is or may be a potentially responsible person or otherwise liable in connection with any waste disposal site allegedly containing, or other location used for the disposal of, any Hazardous Substances.
(d) Except for matters that as would not reasonably be expected to have a Company Material Adverse Effect:
(i) The Company and its Subsidiaries are, and since the Reference Date have been, in compliance with all applicable Environmental Laws;
(ii) The Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including the Company Real Property;
(iii) Except for matters that are resolved, neither the Company Companies nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, nor, their subsidiaries have and to the Knowledge knowledge of the Company, any third party whose Liabilities have been assumed or undertaken by the Company or its Subsidiaries, Sellers no other person has treatedplaced, stored, disposed ofburied, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, dumped or owned or operated any real property that is or has been contaminated by, disposed of any Hazardous SubstanceSubstances in quantities requiring investigation or cleanup, or otherwise in a manner that could form the basis of liability under Environmental Laws, on the properties owned or operated by the Companies or their subsidiaries or, to the knowledge of the Sellers, at any formerly-owned properties for which the Companies or their subsidiaries have retained or assumed liability either contractually or by operation of law, or at any offsite storage, treatment or disposal facility, except for inventories of such substances to be used, and wastes generated therefrom, in the ordinary course of business of the Companies or their subsidiaries (which inventories and wastes, if any, were stored or disposed of in material compliance with Environmental Laws and in a manner such that there was no material release of any such substances into the environment). No cleanup has given occurred at any property owned or would operated by the Companies or their subsidiaries that could reasonably be expected to give rise to result in the assertion or creation of a material Liability for the Company or lien on such property by any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance governmental body with Environmental Laws, neither the Companyrespect thereto, nor has any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestossuch assertion of a lien been made by any governmental body.
(be) The Company has made available Except as would not reasonably be expected to Parent and Merger Sub copies have a Material Adverse Effect, there is not at, on or in any property owned or operated by the Companies or their subsidiaries (i) any friable asbestos-containing material; (ii) any polychlorinated biphenyls in concentrations that would impose regulatory obligations on the Companies; (iii) any lead-based paint that would impose regulatory obligations on the Companies or their subsidiaries; or (iv) other than naturally occurring radioactive materials that are present at the property of all any Companies or their subsidiaries, such as radon, any radioactive material environmentalincluding but not limited to, health any source, special nuclear or safety studiesbyproduct material as defined in 42 U.S.C. ss. 2011 ET SEQ., reports as amended or assessmentshereafter amended.
(f) There are no underground storage tanks or regulated surface impoundments at, prepared since on or in any property owned or operated by the Reference DateCompanies or their subsidiaries, related including, to the compliance Sellers' knowledge, any former property of the Company Companies or any their subsidiaries for which the Companies or their subsidiaries have retained or assumed liability either contractually or by operation of its Subsidiaries with Environmental Laws or law. For purposes of this Section 2.16, the environmental condition of following terms shall have the Company Real Property, in each case, in its possession or under its reasonable control.meanings set forth below:
Appears in 1 contract
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effectas set forth on Schedule 3.16:
(ia) The Company and its Subsidiaries areare in compliance, and since have for the Reference Date have beenpast three (3) years complied, in compliance all material respects with all applicable Environmental Laws;
(ii) The Company and each of its Subsidiaries , which compliance has since the Reference Date held and currently holdsincluded obtaining, maintaining, and has since the Reference Date been, and currently is, in compliance with, complying with all Permits required under Environmental Laws to operate their business for the occupation of the Leased Real Property and occupy their facilities, including the operation of the Business.
(b) None of the Company Real Property;
(iii) Except for matters that are resolved, neither the Company nor or any of its Subsidiaries has received any written claim, notice or complaintin the past three (3) years, or been subject prior to such time if not fully settled and resolved, any Action from any Governmental Body notice, report, Order, directive, or third party, other information regarding any actual or alleged violation material violations of, or Liabilities material liabilities arising under, Environmental Laws;.
(ivc) Neither None of the Company nor or any of its SubsidiariesSubsidiaries has manufactured, nordistributed, to the Knowledge of the Company, any third party whose Liabilities have been assumed or undertaken by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributedhandled, released, or exposed any person Person to, manufactured, sold, handled or releasedany Hazardous Substance, or owned or operated any real property that or facility (including the Leased Real Property) which is or has been contaminated by, by any Hazardous Substance, in a manner that has given or would reasonably be expected each case so as to give rise to a any current or future material Liability for liabilities pursuant to Environmental Laws.
(d) None of the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, sold, marketed, installed, repaired or distributed products or other items containing asbestosany Hazardous Substance so as to give rise to any material liabilities under Environmental Laws.
(be) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance None of the Company or any of its Subsidiaries has assumed, undertaken, become subject to, or provided an indemnity with respect to any material liability of any other Person relating to Environmental Laws Laws.
(f) The Company has made available to the Purchaser all environmental audits, assessments, and reports and all other environmental documents materially bearing on environmental, health or of safety liabilities or relating to the environmental condition current and former operations and facilities (including without limitation the Leased Real Property) of the Company Real Property, in each case, and its Subsidiaries that are in its possession or under its reasonable control.
Appears in 1 contract
Samples: Membership Unit Purchase Agreement (U.S. Silica Holdings, Inc.)
Environmental Compliance and Conditions. (a) Except The Group Companies have obtained and possess all material Permits required under federal, state and local Laws and regulations concerning occupational health and safety, pollution or protection of the environment that were enacted and in effect on or prior to the date hereof, including all such Laws and regulations relating to the emission, discharge, release or threatened release of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials, substances or wastes into ambient air, surface water, groundwater or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials, substances or waste (such Laws and regulations, the “Environmental and Safety Requirements”).
(b) The Group Companies and their facilities are and have been in material compliance with all terms and conditions of such Permits, and are and have been in material compliance with all other Environmental and Safety Requirements and any written notice or demand letter issued, entered, promulgated or approved thereunder. To the knowledge of the Company, there has been no release of hazardous materials or petroleum at any property currently or formerly owned, occupied or operated by any Group Company, which release could reasonably be expected result in any material liability under the Environmental and Safety Requirements.
(c) No Group Company has received, within the two (2) year period prior to the date hereof, any written notice of any action, suit, proceeding, investigation or request for matters that would not information regarding any Group Company’s compliance with or violations or liabilities arising under Environmental and Safety Requirements, including any investigatory, remedial or corrective obligation relating to the Company, its Subsidiaries or their facilities and arising under Environmental and Safety Requirements, the subject of which is unresolved and which could reasonably be expected to have a Company Material Adverse Effect:
(i) The Company and its Subsidiaries are, and since the Reference Date have been, result in compliance with all applicable Environmental Laws;
(ii) The Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, all Permits required any material liability under Environmental Laws to operate their business and occupy their facilities, including the Company Real Property;
(iii) Except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any third party whose Liabilities have been assumed or undertaken by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected to give rise to a material Liability for the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestosSafety Requirements.
(bd) The Company has made available to Parent and Merger Sub copies of all material environmentalreports, health or safety studies, reports correspondence and other documents in the Company’s possession and control regarding potential liabilities of any Group Company under Environmental and Safety Requirements or assessments, prepared since the Reference Date, related to the compliance of the Company or any of its Subsidiaries with Environmental Laws or of regarding the environmental condition of the Company Real Propertyany properties currently or formerly owned, in each case, in its possession occupied or under its reasonable control.operated by any Group Company
Appears in 1 contract
Samples: Merger Agreement (Par Pharmaceutical Companies, Inc.)
Environmental Compliance and Conditions. (a) Except for matters that would not as set forth in Section 5.17 of the Disclosure Schedule, and except as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:
, (ia) The each of the Company and its Subsidiaries arecomplies and has complied with all Environmental Laws applicable to the properties, assets or businesses of the Company and its Subsidiaries, and since the Reference Date have been, in compliance possesses and complies with and has possessed and complied with all applicable Environmental Laws;
(ii) The Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, all Permits required under such laws except where any non-compliance or failure to possess any Environmental Laws Permit has not had or could not reasonably be expected to operate their result in, individually or in the aggregate, material liability under Environmental Laws; (b) no modification, revocation, reissuance, alteration, transfer, or amendment of any of the Environmental Permits, or any review by, or approval of, any third party of any of the Environmental Permits is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby or the continuation of the business and occupy their facilities, including of the Company Real Property;
and its Subsidiaries following such consummation; (iiic) Except for matters that are resolved, neither none of the Company nor any of and its Subsidiaries has received any written claimEnvironmental Claim, notice and none of the Company and its Subsidiaries is aware after reasonable inquiry of any threatened Environmental Claim; (d) none of the Company and its Subsidiaries has assumed, contractually or complaintby operation of law, any liabilities or been subject to obligations under any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws;
; (ive) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company's knowledge, any third party whose Liabilities have been assumed there are no past or undertaken by the Company present events, conditions, circumstances, practices, plans or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property legal requirements that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would could reasonably be expected to give rise result in material liability to a material Liability for the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither prevent, or reasonably be expected to materially increase the burden on the Company or any Subsidiary of, complying with Environmental Laws or of obtaining, renewing, or complying with all Environmental Permits required under such laws; or (f) to the Company's knowledge, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products there are and have been no Hazardous Materials or other items containing asbestos.
(b) The conditions at or from any property owned, operated or otherwise used by the Company has made available or any Subsidiary now or in the past that could reasonably be expected to Parent and Merger Sub copies of all give rise to material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance liability of the Company or any Subsidiary under any Environmental Law. For purposes of its Subsidiaries with Environmental Laws or of this Agreement, the environmental condition of following terms shall have the Company Real Property, in each case, in its possession or under its reasonable control.following meanings:
Appears in 1 contract
Samples: Recapitalization and Stock Purchase Agreement (Packard Bioscience Co)
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected Sellers and their Subsidiaries and Affiliates (in each case, solely to have a the extent related to the Business, the Seller Contributed Assets or the Company Material Adverse Effect:
(iAssumed Liabilities) The and the Company and its Subsidiaries areare and, and at all times since the Reference Date January 1, 2015 have been, in compliance in all material respects with all applicable Environmental Laws, including possessing all permits and other governmental authorizations required for the operation of the Business under applicable Environmental Laws;
(iib) The There is no pending or, to Sellers’ knowledge, threatened Proceeding against Sellers or their Subsidiaries or Affiliates (in each case, solely to the extent related to the Business, the Seller Contributed Assets or the Company and Assumed Liabilities) or the Company under or pursuant to any Environmental Law. Neither Sellers nor their Subsidiaries or Affiliates (in each of its Subsidiaries case, solely to the extent related to the Business, the Seller Contributed Assets or the Company Assumed Liabilities) or the Company has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilitiesreceived written notice from any Person, including any Governmental Body, alleging that they have been or are in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved. Neither Sellers nor their Subsidiaries or Affiliates (in each case, solely to the extent related to the Business, the Seller Contributed Assets or the Company Real Property;
(iiiAssumed Liabilities) Except for matters that are resolved, neither or the Company nor any of its Subsidiaries has received any written claim, notice is a party or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any third party whose Liabilities have been assumed or undertaken by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person Order relating to, manufactured, sold, handled arising under or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected pursuant to give rise to a material Liability for the Company or any of its Subsidiaries under any Environmental LawsLaw; and
(vc) Since To Seller’s knowledge, there have been no Releases, spills or discharges of Hazardous Substances on or underneath any Leased Real Property that has resulted or could result in any material liability on the Reference Date and except in compliance with Environmental Lawspart of Sellers, neither any of their Subsidiaries or Affiliates or the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance of the Company or any of its Subsidiaries with Environmental Laws or of the environmental condition of the Company Real Property, in each case, in its possession or under its reasonable control.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Allscripts Healthcare Solutions, Inc.)
Environmental Compliance and Conditions. Except as set forth on the attached Environmental Schedule:
(a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effect:
To the Knowledge of the Company, (i) The the Company and its Subsidiaries are, and since the Reference Date at all times have been, in compliance in all material respects with all applicable Environmental Laws;, and (ii) neither the Company nor any Subsidiary has any liability under any Environmental Law or relating to any Hazardous Substance.
(iib) The Company and each of its Subsidiaries has since the Reference Date held hold and currently holdsare, and has at all times since the Reference Date October 1, 2013 have been, and currently is, in compliance in all material respects with, all Permits required under Environmental Laws Law to operate their business and occupy their facilities, including the Company and the Real Property;.
(iiic) Except There has been no Spill of any Hazardous Substance by the Company or its Subsidiaries to, and there are no underground storage tanks at the Owned Real Property, or to the Knowledge of the Company and its Subsidiaries, at the Leased Property. To the Knowledge of the Company, no Person has been exposed to Hazardous Substances at or from the Owned Real Property or the Leased Real Property in violation of any Environmental Law or in a manner that could give rise to liability of the Company or any Subsidiary.
(d) Since October 1, 2013, the Company and its Subsidiaries have not received any written notice from any Person regarding any actual or alleged violation of Environmental Laws, or any liabilities or potential liabilities for matters that are resolvedinvestigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under Environmental Laws.
(e) To the Knowledge of the Company, since October 1, 2013, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any third party whose Liabilities have been assumed or undertaken by the Company or its Subsidiaries, has treated, storedtransported, disposed of, arranged for disposal of or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, otherwise Spilled any Hazardous Substance, in a manner that has given Substance at or would reasonably be expected from any Real Property or at any other location so as to give rise to a material Liability liability for the Company investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages, consultant fees or attorney fees under CERCLA or any of its Subsidiaries under any other Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(bf) The Company has made available to Parent representations and Merger Sub copies of all material environmentalwarranties in this Section 4.19 and in Sections 4.09 and 4.10 are the sole and exclusive representations and warranties in this Agreement concerning environmental matters, health or safety studiesincluding without limitation, reports or assessments, prepared since the Reference Date, related to the compliance of the Company or any of its Subsidiaries with matters arising under Environmental Laws or of the environmental condition of the Company Real Property, in each case, in its possession or under its reasonable controlLaws.
Appears in 1 contract
Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effectas set forth on Schedule 3.16:
(ia) The Company and its Subsidiaries areare in compliance, and since have for the Reference Date have beenpast three (3) years complied, in compliance all material respects with all applicable Environmental Laws;
(ii) The Company and each of its Subsidiaries , which compliance has since the Reference Date held and currently holdsincluded obtaining, maintaining, and has since the Reference Date been, and currently is, in compliance with, complying with all Permits required under Environmental Laws to operate their business for the occupation of the Leased Real Property and occupy their facilities, including the operation of the Business.
(b) None of the Company Real Property;
(iii) Except for matters that are resolved, neither the Company nor or any of its Subsidiaries has received any written claim, notice or complaintin the past three (3) years, or been subject prior to such time if not fully settled and resolved, any Action from any Governmental Body notice, report, Order, directive, or third party, other information regarding any actual or alleged violation material violations of, or Liabilities material liabilities arising under, Environmental Laws;.
(ivc) Neither None of the Company nor or any of its SubsidiariesSubsidiaries has (i) manufactured, nordistributed, to the Knowledge of the Company, any third party whose Liabilities have been assumed or undertaken by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributedhandled, exposed any person to, manufactured, sold, handled or released, or exposed any Person to, any Hazardous Substance, or (ii) owned or operated any real property that or facility (including the Leased Real Property) which is or has been contaminated by, by any Hazardous Substance, Substance in a manner that has given or would reasonably be expected the case of clauses (i) and (ii) so as to give rise to a any material Liability liability pursuant to Environmental Laws.
(d) Each of the Company and its Subsidiaries has (i) in the amounts and forms required by any Environmental Laws, obtained all performance bonds, surety bonds, insurance and any other financial assurances required under Environmental Laws for land reclamation or otherwise, and (ii) obtained or acquired all mining, surface or other rights necessary for access, water, plant sites, tailings disposal, waste dumps, ore dumps, abandoned heaps, or ancillary facilities required under Environmental Laws or other Laws in connection with the Business, and all such rights are sufficient in scope and substance for the operation of the Business.
(e) None of the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, sold, marketed, installed, repaired or distributed products or other items containing asbestosany Hazardous Substance so as to give rise to any material liability under Environmental Laws.
(bf) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance None of the Company or any of its Subsidiaries has assumed, undertaken, become subject to, or provided an indemnity with respect to any material liability of any other Person pursuant to Environmental Laws Laws.
(g) The Company has made available to the Purchaser all environmental audits, assessments, and reports and all other environmental documents materially bearing on environmental, health or safety conditions of the environmental condition Real Property and the Business or relating to the current and former operations and facilities (including without limitation the Leased Real Property) of the Company Real Property, in each case, and its Subsidiaries that are in its possession or under its reasonable control. The representations and warranties contained in Section 3.05, Section 3.06, Section 3.08, Section 3.09, Section 3.11, Section 3.12, Section 3.14, Section 3.15 and this Section 3.16 are the only representations and warranties being made by the Company with respect to environmental matters related to the Company or any of its Subsidiaries or this Agreement or its subject matter, and no other representation or warranty contained in any other section of this Agreement shall apply to any such environmental matters.
Appears in 1 contract
