Environmental Compliance and Conditions. Except as set forth on the attached Environmental Schedule: (a) The Company and its Subsidiaries have at all times during the five (5) year period ending on the Closing Date been in compliance with, and are currently in compliance, with all applicable Environmental Laws. (b) The Company and its Subsidiaries hold and are in compliance with all Environmental Permits necessary to operate, use, own or lease the Owned Real Property and the Leased Real Property and to carry on the business of each of the Company and its Subsidiaries as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not received any written notice or written communication from a Governmental Body regarding any material adverse change in the status or terms and conditions of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing Date. (c) To the Company’s Knowledge, there is no event or circumstance concerning the Release or regulation of Hazardous Substances prior to the Closing Date that would reasonably be expected to result in fines, penalties, damages or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the Owned Real Property and the Leased Real Property or operation or performance of their business. (d) Neither the Company nor its Subsidiaries have received any written notice from any Governmental Body regarding any actual or alleged material violation of Environmental Laws, Environmental Permits or Environmental Claims, or material written request for information pursuant to Environmental Laws, which, in either case, was received by the Company or its Subsidiaries within five (5) years prior to the Closing Date, or remains pending or unresolved, or is the source of ongoing material obligations as of the Closing Date. (e) There has been no Release of Hazardous Substances in violation of Environmental Laws by the Company or its Subsidiaries, or that would reasonably be expected to give rise to an Environmental Claim against the Company or its Subsidiaries, with respect to the business of either the Company or its Subsidiaries or any real property currently or formerly owned, leased or operated by them in connection with their business. (f) The Company and its Subsidiaries have not received any written notice that any of their business or real property currently or formerly owned, leased or operated by them in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or term of any Environmental Permit by, the Company or its Subsidiaries. (g) Neither the Company nor its Subsidiaries own or operate, nor to the Company’s Knowledge, have owned or operated, in connection with their business at the Owned Real Property or the Leased Real Property, (i) any underground storage tanks, groundwater monitoring xxxxx, or drinking water xxxxx; except in compliance in all material respects with Environmental Laws or as would not reasonably be expected to give rise to material liability of the Company or its Subsidiaries under Environmental Laws; or (ii) any landfills or surface impoundments. (h) To the Company’s Knowledge, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLA, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any such off-site Hazardous Substance disposal facilities. (i) Except as set forth in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contract, any material liabilities or material obligations of third parties under Environmental Law or with respect to an Environmental Claim. To the Company’s Knowledge, (A) all obligations and liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject to the limitations contained therein, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws. (j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims or the Release of Hazardous Substances, in each case with respect to the Company or its Subsidiaries or their properties or facilities; and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this Section 4.15 are the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to environmental matters, including with respect to Environmental Laws, Environmental Permits, Environmental Claims, or Hazardous Substances.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Compass Diversified Holdings)
Environmental Compliance and Conditions. Except as set forth on the attached Environmental ScheduleSchedule 3.16:
(a) The Company Each of the Company, the Acquired Companies and its Subsidiaries have their respective Affiliates are operating, and at all times during since January 1, 2010, have operated, the five (5) year period ending on the Closing Date been Business in compliance with, and are currently in compliance, all material respects with all applicable Environmental Laws.
(b) The Company and its Subsidiaries hold and are in compliance with all Environmental Permits necessary to operateExcept for closed matters not requiring further action, use, own or lease the Owned Real Property and the Leased Real Property and to carry on the business of each none of the Company, any Acquired Company and its Subsidiaries as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not received or any written notice or written communication from a Governmental Body regarding any material adverse change in the status or terms and conditions of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing Date.
(c) To the Company’s Knowledge, there is no event or circumstance concerning the Release or regulation of Hazardous Substances prior to the Closing Date that would reasonably be expected to result in fines, penalties, damages or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the Owned Real Property and the Leased Real Property or operation or performance of their business.
(d) Neither the Company nor its Subsidiaries have respective Affiliates has received any written notice from any Governmental Body regarding any actual actual, alleged or alleged material potential violation of or failure to comply in any material respect with any Environmental Laws, Environmental Permits or Environmental Claims, or material written request for information pursuant to Environmental Laws, which, in either case, was received by the Company or its Subsidiaries within five (5) years prior each case with respect to the Closing Date, Business or remains pending or unresolved, or is the source of ongoing material obligations as of the Closing DateContributed Assets.
(ec) There Neither the Company (with respect to the Business) nor any Acquired Company has had a Release of any Hazardous Substance: (i) in violation in any material respect of any Environmental Laws or environmental Governmental Authorization, or (ii) that now or in the future could reasonably be expected to give rise to any material liability for Losses, including without limitation investigation costs, removal costs, cleanup costs, response costs, remediation costs or corrective action costs under Environmental Laws. To the Company’s knowledge, there has been no Release of Hazardous Substances in violation of Environmental Laws at the Owned Real Property or at any other property or location used by the Company (with respect to the Business) or its Subsidiaries, by any Acquired Company for which Release the Company or that would any Acquired Company could reasonably be expected to give rise incur any material liability under any Environmental Law.
(d) To the Company’s knowledge, all Hazardous Substances present at the Owned Real Property or relating to an the Business are being handled, stored and disposed of in compliance in all material respects with Environmental Claim Laws. To the Company’s knowledge, there are no aboveground or underground storage tanks, landfills, dumps or disposal areas present on or under any portion of the Owned Real Property.
(e) No Proceeding is pending or, to the Company’s knowledge, threatened against the Company or its Subsidiaries, (with respect to the business of either the Company or its Subsidiaries Business) or any real property currently Acquired Company that relates to Hazardous Substances or formerly ownedany alleged, leased actual or operated by them in connection with their businesspotential violation of any Environmental Laws.
(f) The Company has made available to Buyer true and its Subsidiaries have not received complete copies and results of any written notice that material investigations, assessments, reports, studies, analyses, tests and monitoring possessed by the Company, any of their business Acquired Company or real property currently or formerly owned, leased or operated by them in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any the respective Affiliates thereof pertaining to Hazardous Substances which would reasonably be expected to result in an Environmental Claim againstor any Release at, in, on or under the Owned Real Property, or a material violation of Environmental Law or term of any Environmental Permit byconcerning compliance, by the Company (with respect to the Business) or its Subsidiariesthe Acquired Companies with Environmental Laws.
(g) Neither the Company nor its Subsidiaries own or operate, nor (with respect to the Company’s KnowledgeBusiness) nor any of the Acquired Companies has agreed to assume, have owned or operated, in connection with their business at the Owned Real Property or the Leased Real Property, (i) any underground storage tanks, groundwater monitoring xxxxxundertake, or drinking water xxxxx; except provide indemnification of any other Person for any liability under any Environmental Laws or relating to Hazardous Substances.
(h) The Company holds all requisite material environmental Governmental Authorizations necessary for the conduct of the Business and a true and complete list of such environmental Governmental Authorizations is set forth on Schedule 3.16. Each such environmental Governmental Authorization is in full force and effect. The Company is, and at all times since January 1, 2010 has been, in compliance in all material respects with Environmental Laws or as would not reasonably be expected to give rise to material liability of the Company or its Subsidiaries under Environmental Laws; or (ii) any landfills or surface impoundments.
(h) To the Company’s Knowledge, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLA, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any each such off-site Hazardous Substance disposal facilitiesenvironmental Governmental Authorization.
(i) Except as set forth This Section 3.16 contains the sole representations and warranties in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contract, any material liabilities or material obligations of third parties under Environmental Law or this Agreement concerning environmental matters with respect to an Environmental Claim. To the Company’s Knowledge, (A) all obligations and liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject to the limitations contained thereinAcquired Companies, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control Affiliates of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims or the Release of Hazardous Substances, in each case with respect to the Company or its Subsidiaries or their properties or facilities; and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this Section 4.15 are the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to environmental matters, including with respect to Environmental Laws, Environmental Permits, Environmental Claims, or Hazardous SubstancesAcquired Companies.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Stanadyne Corp), Stock Purchase Agreement (Clarcor Inc.)
Environmental Compliance and Conditions. Except as set forth on the attached Environmental Schedule:
(a) The Company and its Subsidiaries have at all times during the five (5) year period ending on the Closing Date been in compliance withobtained, and are currently in compliancecompliance in all material respects with the terms and conditions of, all Permits required to conduct the business of the Company under Laws concerning occupational health and safety with all applicable respect to Hazardous Materials and Laws concerning pollution, protection of the environment, and the use, generation, transportation, treatment storage, release or disposal of Hazardous Materials (“Environmental Lawsand Safety Requirements”), except where the failure to possess or to be in compliance with such Permits would not reasonably be expected to result in a material liability to the Company.
(b) The Company and its Subsidiaries hold are, and are since January 1, 2014, have been, in material compliance with all applicable Environmental Permits necessary to operate, use, own or lease the Owned Real Property and the Leased Real Property and to carry on the business of each of the Company and its Subsidiaries as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not received any written notice or written communication from a Governmental Body regarding any material adverse change in the status or terms and conditions of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing DateSafety Requirements.
(c) To Neither the Company’s Knowledge, Company nor its Subsidiaries has received a written notice or demand letter from any Governmental Body or any other Person alleging any material liability under Environmental and Safety Requirements as to which there is no event remains any outstanding material liabilities or circumstance concerning the Release or regulation of Hazardous Substances prior to the Closing Date that would reasonably be expected to result in fines, penalties, damages or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the Owned Real Property and the Leased Real Property or operation or performance of their businessobligations.
(d) Neither the Company nor any of its Subsidiaries have received has generated, treated, stored, released or disposed of any written notice from Hazardous Material on any Governmental Body regarding any actual property currently owned, leased or alleged material violation of Environmental Laws, Environmental Permits or Environmental Claims, or material written request for information pursuant to Environmental Laws, which, in either case, was received operated by the Company or its Subsidiaries within five (5) years prior to the Closing Date, or remains pending or unresolved, or is the source of ongoing except in material obligations compliance with applicable Environmental and Safety Requirements and as of the Closing Date.
(e) There has been no Release of Hazardous Substances in violation of Environmental Laws by the Company or its Subsidiaries, or that would reasonably be expected to give rise to an Environmental Claim against the Company or its Subsidiaries, with respect to the business of either the Company or its Subsidiaries or any real property currently or formerly owned, leased or operated by them in connection with their business.
(f) The Company and its Subsidiaries have not received any written notice that any of their business or real property currently or formerly owned, leased or operated by them in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which would reasonably be expected to result in an Environmental Claim againstmaterial liability to the Company.
(e) Neither the Company nor any of its Subsidiaries has generated, treated, stored, released or a material violation of Environmental Law or term disposed of any Environmental Permit byHazardous Material on any property previously owned, leased or operated at any time by the Company or any of its SubsidiariesSubsidiaries except in material compliance with applicable Environmental and Safety Requirements and as would not reasonably be expected to result in material liability to the Company.
(f) Neither the Company nor any of its Subsidiaries is subject to any existing, pending or, to the Company’s Knowledge, threatened action, suit, investigation or proceeding by or before any court or Governmental Body under any Environmental and Safety Requirement.
(g) Neither the Company nor any of its Subsidiaries own has assumed or operate, nor agreed to undertake or indemnify the Company’s Knowledge, have owned or operated, in connection with their business at the Owned Real Property or the Leased Real Property, (i) any underground storage tanks, groundwater monitoring xxxxx, or drinking water xxxxx; except in compliance in all material respects with Environmental Laws or as would not reasonably be expected to give rise to material liability of the Company or its Subsidiaries any Person under Environmental Laws; or (ii) any landfills or surface impoundmentsand Safety Requirements.
(h) To the Company’s Knowledge, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior Notwithstanding anything to the Closing Date have been listed or proposed for listing on contrary in this Agreement, the National Priorities List under CERCLA, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any such off-site Hazardous Substance disposal facilities.
(i) Except as set forth in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contract, any material liabilities or material obligations of third parties under Environmental Law or with respect to an Environmental Claim. To the Company’s Knowledge, (A) all obligations and liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject to the limitations contained therein, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims or the Release of Hazardous Substances, in each case with respect to the Company or its Subsidiaries or their properties or facilities; and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this Section 4.15 2.17 are the sole and exclusive only representations and warranties of made by the Company and its Subsidiaries relating under this Agreement in relation to environmental matters, including matters or health and safety matters with respect to Hazardous Materials, including any arising under Environmental Laws, Environmental Permits, Environmental Claims, or Hazardous Substancesand Safety Requirements.
Appears in 1 contract
Environmental Compliance and Conditions. Except as set forth on the attached Environmental Schedule:
(a) The Each of the Company and its Subsidiaries have is in compliance with all Environmental Laws applicable to its operations at all times during the five (5) year period ending real property listed on the Closing Date been Leased Real Property Schedule, other than any such non-compliance that would not, individually or in compliance withthe aggregate, and are currently reasonably be expected to result in compliance, with all applicable Environmental Lawsa Material Adverse Effect.
(b) The Except as would not have a Material Adverse Effect, to the knowledge of Seller and the Company, the Company and its Subsidiaries hold and are in compliance with all Environmental Permits necessary to operate, use, own or lease the Owned Real Property and the Leased Real Property and to carry on the business of each of the Company and its Subsidiaries as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not received any written notice or written communication from a Governmental Body regarding any material adverse change in the status or terms and conditions of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing Date.
(c) To the Company’s Knowledge, there is no event or circumstance concerning the Release or regulation of Hazardous Substances prior to the Closing Date that would reasonably be expected to result in fines, penalties, damages or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the Owned Real Property and the Leased Real Property or operation or performance of their business.
(d) Neither the Company nor any of its Subsidiaries have has during the past three (3) years received any written notice from any Governmental Body regarding or any Person (i) alleging the Company or any of the Subsidiaries is in violation of or has liability for investigatory, corrective or remedial obligations under Environmental Laws applicable to its operations or any of its leased real property, other than any such violation, liability, investigatory, corrective or remedial obligation, (ii) with respect to any action, suit, claim, investigation or other legal proceeding alleging liability under applicable Environmental Law arising out of, based on or resulting from the presence, release of, or exposure to, any Hazardous Materials or any actual or alleged material violation of non-compliance with any Environmental Laws, Environmental Permits or Environmental ClaimsLaw, or material (iii) written request for information pursuant to Environmental Laws, which, in either case, was received by the Company or its Subsidiaries within five (5) years prior to the Closing Date, or Law which remains pending or unresolved, or is the source of ongoing material obligations or requirements as of the Closing Date.
(e) There has been no Release of Hazardous Substances , in violation of Environmental Laws by each case, that would, individually or in the Company or its Subsidiariesaggregate, or that would reasonably be expected to give rise to an Environmental Claim against result in a Material Adverse Effect.
(c) Neither the Company nor any of its Subsidiaries is subject to any current written claim, order, directive or its Subsidiaries, complaint asserting a material remedial obligation or liability under Environmental Laws with respect to conditions at any of the business of either real property listed on the Company or its Subsidiaries Leased Real Property Schedule or any other real property currently or formerly owned, leased or operated by them in connection with their businessproperty.
(fd) The Company and its Subsidiaries have not received any written notice that any hold and are in material compliance with all material permits, material licenses and material authorizations required under Environmental Laws for its operation at and occupancy of their business or the real property currently listed on the Leased Real Property Schedule other than any failure to hold any such permits, licenses or formerly ownedauthorizations or non-compliance that would not, leased individually or operated by them in connection with their business (including soilsthe aggregate, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or term of any Environmental Permit by, the Company or its SubsidiariesMaterial Adverse Effect.
(ge) Neither the Company nor its Subsidiaries own or operate, nor to the Company’s Knowledge, have owned or operated, in connection with their business at the Owned Real Property or the Leased Real Property, (i) any underground storage tanks, groundwater monitoring xxxxx, or drinking water xxxxx; except in compliance in all material respects with Environmental Laws or as would not reasonably be expected to give rise to material liability of the Company or its Subsidiaries under Environmental Laws; or (ii) any landfills or surface impoundments.
(h) To the Company’s Knowledge, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLA, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any such off-site Hazardous Substance disposal facilities.
(i) Except as set forth in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contract, any material liabilities or material obligations of third parties under Environmental Law or with respect to an Environmental Claim. To the Company’s Knowledge, (A) all obligations and liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject to the limitations contained therein, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims or the Release of Hazardous Substances, in each case with respect to the Company or its Subsidiaries or their properties or facilities; and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this This Section 4.15 are 5.13 contains the sole and exclusive representations and warranties of the Company and its Subsidiaries relating Seller with respect to any environmental matters, including any arising under any Environmental Laws or with respect to Environmental Lawshazardous materials, Environmental Permits, Environmental Claims, substances or Hazardous Substanceswastes.
Appears in 1 contract
Environmental Compliance and Conditions. Except as set forth on Schedule 5.16 or as disclosed in the attached Environmental ScheduleDiligence Reports:
(a) The Company and its Subsidiaries have at all times during the five (5) year period ending on the Closing Date been are in compliance with, and are currently in compliance, with all applicable Environmental Laws, except for such noncompliance that would not reasonably be expected to have a Material Adverse Effect.
(b) The To the Company’s knowledge, the Company and its Subsidiaries hold and are in material compliance with all authorizations, licenses and permits required under applicable Environmental Permits necessary Laws to operate, use, own or lease operate at the Owned Real Property and the Leased Real Property and to carry on the business of each of the Company and its Subsidiaries their respective businesses as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. .
(c) The Company and its Subsidiaries have not received any written notice or written communication from a Governmental Body regarding any material adverse change in the status or terms and conditions of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing Date.
(c) To the Company’s Knowledge, there is no event or circumstance concerning the Release or regulation of Hazardous Substances prior to the Closing Date that would reasonably be expected to result in fines, penalties, damages or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the Owned Real Property and the Leased Real Property or operation or performance of their business.
(d) Neither the Company nor its Subsidiaries have received any written notice from any Governmental Body regarding any actual or alleged material violation of Environmental Laws, Environmental Permits or Environmental Claimsany liabilities or potential liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or material written request for information pursuant to attorney fees under Environmental Laws, whichthe subject of which notice is unresolved and if determined adversely to the Company and its Subsidiaries, would have a Material Adverse Effect.
(d) To the knowledge of the Company, none of the Company nor any of its Subsidiaries stores any Hazardous Substance above ground or in either casean underground storage tank in any Real Property except for quantities necessary for the operation and maintenance of the Real Property.
(e) To the knowledge of the Company, was received none of the Real Property has had any material emissions or discharges by any of the Company or its Subsidiaries within five (5) years prior to the Closing Dateof any Hazardous Substances, or remains pending or unresolved, or is the source of ongoing material obligations except as of the Closing Date.
(e) There has been no Release of Hazardous Substances in violation of permitted under applicable Environmental Laws by the Company or its Subsidiaries, or that would reasonably be expected to give rise to an Environmental Claim against the Company or its Subsidiaries, with respect to the business of either the Company or its Subsidiaries or any real property currently or formerly owned, leased or operated by them in connection with their businessLaws.
(f) The Company and its Subsidiaries have not received any written notice that any of their business or real property currently or formerly owned, leased or operated by them in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or term of any Environmental Permit by, the Company or its Subsidiaries.
(g) Neither the Company nor its Subsidiaries own or operate, nor to the Company’s Knowledge, have owned or operated, in connection with their business at the Owned Real Property or the Leased Real Property, (i) any underground storage tanks, groundwater monitoring xxxxx, or drinking water xxxxx; except in compliance in all material respects with Environmental Laws or as would not reasonably be expected to give rise to material liability of the Company or its Subsidiaries under Environmental Laws; or (ii) any landfills or surface impoundments.
(h) To the Company’s Knowledge, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLA, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any such off-site Hazardous Substance disposal facilities.
(i) Except as set forth in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contract, any material liabilities or material obligations of third parties under Environmental Law or with respect to an Environmental Claim. To the Company’s Knowledge, (A) all obligations and liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject to the limitations contained therein, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims or the Release of Hazardous Substances, in each case with respect to the Company or its Subsidiaries or their properties or facilities; and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this Section 4.15 5.16 are the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to in this Agreement concerning environmental matters, matters including matters arising under Environmental Laws or with respect to Environmental Laws, Environmental Permits, Environmental Claims, or Hazardous SubstancesSubstances and any claim for breach of representation with respect thereto will be based on the representations made in this Section 5.16 and will not be based on the representations set forth in any other provision of this Agreement.
Appears in 1 contract
Samples: Equity Purchase Agreement (ClubCorp Holdings, Inc.)
Environmental Compliance and Conditions. Except as set forth on the attached Environmental ScheduleSchedule 4.17:
(a) The Company and its Subsidiaries have at all times during Each of the five (5) year period ending on the Closing Date been in compliance withAcquired Companies is in, and are currently in compliancefor the past three years has been in, material compliance with all applicable Environmental Laws.
(b) The Company and its Subsidiaries Acquired Companies hold and are in in, and for the past three years have been in, material compliance with all material authorizations, licenses, consents, registrations, notices and permits required under applicable Environmental Permits necessary Laws to operate, use, own or lease the Owned Real Property and operate at the Leased Real Property and to carry on the business of each of the Company and its Subsidiaries their respective businesses as now conducted. All conducted (collectively, the "Environmental Permits"), and all of such Environmental Permits that are currently held by any Acquired Company are listed in full force Schedule 4.17(b). Each Acquired Company is and effect for the past three years has been in compliance in all material respects with the terms and will be maintained in full force and effectconditions of all material Environmental Permits issued with respect to any Acquired Company pursuant to any Environmental Law.
(c) In the past three years, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries Acquired Companies have not received any written notice or written communication request for information from a any Governmental Body regarding any material adverse change in actual or alleged violation of Environmental Laws, or from any Person regarding any material liabilities or potential liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under Environmental Laws, including with respect to any off-site disposal facilities used by the status Acquired Companies for the disposal or terms and conditions transportation of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing DateHazardous Substances.
(cd) To There is no Environmental Claim pending or, to the Company’s Knowledge's knowledge, there is no event or circumstance concerning the Release or regulation of Hazardous Substances prior threatened against any Acquired Company or, to the Closing Date that would Company's knowledge, against any Person whose liability for such Environmental Claim any Acquired Company has retained or assumed by contract.
(e) There is not present in, on or under any of the Leased Real Property any Hazardous Substance in such form or quantity as to reasonably be expected to result in finesany material liability of any Acquired Company under any Environmental Law. No Acquired Company has released, penalties, damages disposed of or remedial costs or Response Action after arranged for the Closing Date associated with ownership, lease, or use disposal of the Owned Real Property and the Leased Real Property or operation or performance of their business.
(d) Neither the Company nor its Subsidiaries have received any written notice from any Governmental Body regarding any actual or alleged material violation of Environmental Laws, Environmental Permits or Environmental Claims, or material written request for information pursuant to Environmental Laws, which, in either case, was received by the Company or its Subsidiaries within five (5) years prior to the Closing Date, or remains pending or unresolved, or is the source of ongoing material obligations as of the Closing Date.
(e) There has been no Release of Hazardous Substances in violation of Environmental Laws by the Company or its Subsidiaries, or that would reasonably be expected to give rise to an Environmental Claim against the Company or its Subsidiaries, with respect to the business of either the Company or its Subsidiaries or any real property currently or formerly owned, leased or operated by them in connection with their business.
(f) The Company and its Subsidiaries have not received any written notice that any of their business or real property currently or formerly owned, leased or operated by them in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which would Substance in any manner so as to reasonably be expected to result in an Environmental Claim against, or a any material violation of liability under any Environmental Law or term of for any Environmental Permit by, the Company or its SubsidiariesAcquired Company.
(gf) Neither the Company nor its Subsidiaries own or operate, nor to To the Company’s Knowledge's knowledge, have owned or operated, in connection with their business at the Owned Real Property or none of the Leased Real Property, (i) Properties or the equipment located thereon is in a condition or state requiring any underground storage tanks, groundwater monitoring xxxxx, material capital improvements or drinking water xxxxx; except in repairs to maintain compliance in all material respects with any Environmental Laws or to carry on the Company's businesses at such Leased Real Properties as would not reasonably be expected to give rise to material liability of the Company or its Subsidiaries under Environmental Laws; or (ii) any landfills or surface impoundmentsnow conducted.
(hg) To The Company has delivered to Buyer a copy of all non-privileged assessment reports prepared in the Company’s Knowledge, no facilities or locations at past three years of which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior has knowledge relating to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLA, or status of any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any such off-site Hazardous Substance disposal facilities.
(i) Except as set forth in the Leased Real Property Leases, neither or otherwise relating to the business of any Acquired Company nor its Subsidiaries have assumed, by contract, any material liabilities or material obligations of third parties under Environmental Law or with respect to an Environmental Claim. To the Company’s Knowledge, (A) all obligations and liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental LawsLaw, will remain in full force including all such Phase I and effect following the Closing Date, subject to the limitations contained therein, and (B) the consummation Phase II environmental site assessments of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect which Company has knowledge related to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims or the Release of Hazardous SubstancesLeased Real Property, in each case with respect to that are in the Company Company's or its Subsidiaries or their properties or facilities; and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this Section 4.15 are the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to environmental matters, including with respect to Environmental Laws, Environmental Permits, Environmental Claims, or Hazardous SubstancesSeller's possession.
Appears in 1 contract
Environmental Compliance and Conditions. (a) The Company and the Subsidiary have obtained and possess all material permits, licenses and other authorizations required under federal, state and local laws and regulations relating to public health and safety, worker health and safety and pollution or protection of the environment (including all 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 ("Environmental and Safety Requirements")), except where the failure to possess such licenses, permits and authorizations ("Environmental Permits") would not have a Material Adverse Effect. Except as set forth on the attached Environmental Compliance Schedule:
(a) The , the Company and its Subsidiaries have at all times during the five (5) year period ending on the Closing Date been Subsidiary are in compliance withwith all terms and conditions of such permits, licenses and authorizations and are currently also in compliance, compliance with all applicable other Environmental Lawsand Safety Requirements or any written notice or demand letter issued, entered, promulgated or approved thereunder, except where the failure to comply would not have a Material Adverse Effect.
(b) The Company and its Subsidiaries hold and are in compliance with all Environmental Permits necessary to operateTo the Company's knowledge, use, own or lease the Owned Real Property and the Leased Real Property and to carry on the business of each of neither the Company and its Subsidiaries as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to nor the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not Subsidiary has received any written notice of violations or written communication from a Governmental Body regarding liabilities arising under Environmental and Safety Requirements, including any material adverse change in the status investigatory, remedial or terms and conditions of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by corrective obligations, relating to the Company or the Subsidiary and its Subsidiaries on the Closing Datearising under Environmental and Safety Requirements.
(c) To Except as disclosed in the Environmental Compliance Schedule, to the Company’s Knowledge's knowledge, there is no event all disposal, storage, treatment, handling, production or circumstance concerning the Release processing of any hazardous, dangerous, medical or regulation of Hazardous Substances prior to the Closing Date that would reasonably be expected to result in fines, penalties, damages toxic substances or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the Owned Real Property and the Leased Real Property or operation or performance of their business.
(d) Neither the Company nor its Subsidiaries have received any written notice from any Governmental Body regarding any actual or alleged material violation of Environmental Laws, Environmental Permits or Environmental Claims, or material written request for information pursuant to Environmental Laws, which, in either case, was received solid waste by the Company or its Subsidiaries within five (5) years prior to the Closing Date, or remains pending or unresolved, or is the source of ongoing material obligations as of the Closing Date.
(e) There has been no Release of Hazardous Substances conducted in violation of compliance in all material respects with all applicable Environmental Laws by and Safety Requirements. Except as set forth on the Company or its SubsidiariesEnvironmental Compliance Schedule, or that would reasonably be expected to give rise to an Environmental Claim against the Company or its Subsidiaries, with respect to the business of either the Company or its Subsidiaries or any real property currently or formerly owned, leased or operated by them in connection with their business.
(f) The Company and its Subsidiaries have not received any written notice that any of their business or real property currently or formerly owned, leased or operated by them in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or term of any Environmental Permit by, the Company or its Subsidiaries.
(g) Neither the Company nor its Subsidiaries own or operate, nor to the Company’s Knowledge's knowledge, have owned or operated, in connection with their business at there are no underground storage tanks on the Owned Real Property or the Leased Real Property, (i) any underground storage tanks, groundwater monitoring xxxxx, or drinking water xxxxx; except in compliance in all material respects with Environmental Laws or as would not reasonably be expected to give rise to material liability of the Company or its Subsidiaries under Environmental Laws; or (ii) any landfills or surface impoundments.. 24
(hd) To the Company’s Knowledge, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLA, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any such off-site Hazardous Substance disposal facilities.
(i) Except as set forth in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contract, any material liabilities or material obligations of third parties under Environmental Law or with respect to an Environmental Claim. To the Company’s Knowledge, (A) all obligations and liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject to the limitations contained therein, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims or the Release of Hazardous Substances, in each case with respect to the Company or its Subsidiaries or their properties or facilities; and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this This Section 4.15 are 4.18 constitutes the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to environmental matters, including with respect to the Environmental Lawsand Safety Requirements, Environmental Permits, Environmental Claims, or Hazardous SubstancesPermits and all other environmental matters.
Appears in 1 contract
Environmental Compliance and Conditions. (a) Except as set forth on Item 4.18 of the attached Environmental Disclosure Schedule:
(a) The , to the Company’s Knowledge, the Company has obtained and possesses all permits, licenses and other authorizations required by the Company under federal, state and local laws and regulations concerning public health and safety, worker health and safety, and pollution or protection of the environment in effect on or prior to the Closing Date applicable to the Company and its Subsidiaries have at operations, including all times during such laws and regulations relating to the five 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 (5) year period ending on the Closing Date been in compliance with, “Environmental and are currently in compliance, with all applicable Environmental LawsSafety Requirements”).
(b) The Company and its Subsidiaries hold and are in compliance with all Environmental Permits necessary to operate, use, own or lease the Owned Real Property and the Leased Real Property and to carry on the business of each of the Company and its Subsidiaries as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not received any written notice or written communication from a Governmental Body regarding any material adverse change in the status or terms and conditions of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing Date.
(c) To the Company’s Knowledge, there the Company is no event in compliance with all Environmental and Safety Requirements or circumstance concerning any written notice or demand letter issued, entered, promulgated or approved thereunder, except where the Release failure to comply would not have a Material Adverse Effect.
(c) No hazardous substance has been disposed of, spilled, leaked or regulation of Hazardous Substances prior to the Closing Date that would reasonably be expected to result in fines, penalties, damages otherwise released (“Releases”) on or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use under any of the Owned Real Property real properties leased by the Company, except where such Releases are in material compliance with Environmental and the Leased Real Property or operation or performance of their businessSafety Requirements.
(d) Neither the The Company nor its Subsidiaries have has not received any written notice from of violations or liabilities arising under Environmental and Safety Requirements, including any Governmental Body regarding any actual investigatory, remedial or alleged material violation of Environmental Lawscorrective obligation, Environmental Permits or Environmental Claims, or material written request for information pursuant relating to Environmental Laws, which, in either case, was received by the Company or its Subsidiaries within five (5) years prior to the Closing Date, or remains pending or unresolved, or is the source of ongoing material obligations as of the Closing Datefacilities and arising under Environmental and Safety Requirements.
(e) There has been no Release Without limiting the generality of Hazardous Substances in violation of Environmental Laws by the Company or its Subsidiariesforegoing, or that would reasonably be expected to give rise to an Environmental Claim against the Company or its Subsidiaries, with respect to the business of either the Company or its Subsidiaries or any real property currently or formerly owned, leased or operated by them in connection with their business.
(f) The Company and its Subsidiaries have not received any written notice that any of their business or real property currently or formerly owned, leased or operated by them in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or term of any Environmental Permit by, the Company or its Subsidiaries.
(g) Neither the Company nor its Subsidiaries own or operate, nor to the Company’s Knowledge, have owned or operatedno facts, in connection with their business at the Owned Real Property or the Leased Real Property, (i) any underground storage tanks, groundwater monitoring xxxxxevents, or drinking water xxxxx; except in compliance in all material respects with Environmental Laws conditions relating to the past or as would not reasonably be expected to present properties, facilities or operations of the Company shall give rise to any material liability of the Company corrective, investigatory or its Subsidiaries under remedial obligations pursuant to Environmental Laws; or (ii) any landfills or surface impoundments.
(h) To the Company’s Knowledge, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLAand Safety Requirements, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect give rise to any such off-site Hazardous Substance disposal facilities.
(i) Except as set forth in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contract, any other material liabilities (whether accrued, absolute, contingent, unliquidated or material obligations of third parties under otherwise) pursuant to Environmental Law or with respect to an Environmental Claim. To the Company’s Knowledgeand Safety Requirements, (A) all obligations and including those liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject to the limitations contained therein, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims or the Release of Hazardous Substances, in each case with respect to the Company or its Subsidiaries or their properties or facilities; and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this Section 4.15 are the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to environmental mattersonsite or offsite Releases or threatened Releases of hazardous materials, including with respect to Environmental Lawssubstances or wastes, Environmental Permitspersonal injury, Environmental Claims, property damage or Hazardous Substancesnatural resource damage.
Appears in 1 contract
Samples: Merger Agreement (Equifax Inc)
Environmental Compliance and Conditions. Except as set forth on the attached Environmental Schedule:
(a) The Company and its Subsidiaries have at all times during the five (5) year period ending on the Closing Date been in compliance withare, and are currently for a period of five years prior to the date of this Agreement have been, in compliance, material compliance with all applicable Environmental Laws.
(b) The Company and its Subsidiaries hold and are are, and for a period of five years prior to the date of this Agreement have been, in material compliance with all material authorizations, licenses and permits required under Environmental Permits necessary Law to operate, use, own or lease the operate at any Owned Real Property and the or Leased Real Property and to carry on Property.
(c) Except for matters that have been substantially resolved: (i) the business of each of the Company and its Subsidiaries as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not received any written notice or written communication from a any Governmental Body or any third party claim regarding any material adverse change in the status actual or terms alleged violation of Environmental Laws, or any liabilities or potential liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under Environmental Laws; and conditions of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by (ii), the Company and its Subsidiaries on the Closing Date.
(c) To the Company’s Knowledgehave not entered into or been subject to any consent decree, there is no event compliance order or circumstance concerning the Release or regulation of Hazardous Substances prior administrative order with respect to the Closing Date that would reasonably be expected to result in fines, penalties, damages or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the any Owned Real Property and the or Leased Real Property or operation or performance of their businessProperty.
(d) Neither the Company nor its Subsidiaries have received arranged for or allowed the disposal or release of any written notice from Hazardous Substance at any Governmental Body regarding any actual property that could reasonably be expected to give rise to liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or alleged material violation attorney fees on the part of Environmental Laws, Environmental Permits or Environmental Claims, or material written request for information pursuant to Environmental Laws, which, in either case, was received by the Company or any of its Subsidiaries within five (5) years prior to the Closing Date, under CERCLA or remains pending or unresolved, or is the source of ongoing material obligations as of the Closing Dateany other Environmental Laws.
(e) There has not been no Release any disposal or release of any Hazardous Substances in violation of Environmental Laws by the Company Substance at any Owned Real Property or its Subsidiaries, or Leased Real Property that would could reasonably be expected to give rise to an Environmental Claim against liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees on the part of the Company or its Subsidiaries, with respect to the business any of either the Company or its Subsidiaries under CERCLA or any real property currently or formerly owned, leased or operated by them in connection with their businessother Environmental Laws.
(f) The Company and its Subsidiaries have not received any written notice To the Company’s knowledge, none of the Company’s operations, Owned Real Property or Leased Real Property constitutes an “Establishment” within the meaning given to that any of their business or real property currently or formerly owned, leased or operated by them term in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or term of any Environmental Permit by, the Company or its SubsidiariesConnecticut General Statutes Section 22a-134.
(g) Neither the Company nor any of its Subsidiaries own or operate, nor to the Company’s Knowledge, have owned or operated, in connection with their business at the Owned Real Property or the Leased Real Property, (i) has indemnified any underground storage tanks, groundwater monitoring xxxxxPerson for, or drinking water xxxxx; except in compliance in all material respects with Environmental Laws or as would not reasonably be expected to give rise to material liability of the Company or its Subsidiaries under Environmental Laws; or (ii) assumed any landfills or surface impoundments.
(h) To the CompanyPerson’s Knowledge, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLA, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any such off-site Hazardous Substance disposal facilities.
(i) Except as set forth in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contractLiability for, any material liabilities or material obligations of third parties obligation under any Environmental Law or with respect to an Environmental Claim. To any other Law that has the Company’s Knowledge, (A) all obligations and liabilities intent or effect of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject to the limitations contained therein, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims regulating Hazardous Substances or the Release of Hazardous Substances, in each case with respect to the Company or its Subsidiaries or their properties or facilities; and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this Section 4.15 are the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to environmental matters, including with respect to Environmental Laws, Environmental Permits, Environmental Claims, or Hazardous Substancesrelease thereof.
Appears in 1 contract
Samples: Merger Agreement (Polyone Corp)
Environmental Compliance and Conditions. Except as set forth on the attached Environmental Schedule:
(a) The Company and its Subsidiaries have at all times during the five (5) year period ending on the Closing Date been in compliance withhas obtained, and are currently and at all prior times have been in compliancematerial compliance with the terms and conditions of, with all applicable material Permits required to conduct the business of the Company under Environmental Lawsand Safety Requirements. Schedule 2.17 sets forth a complete list of such Permits and the expiration date of each.
(b) The Company is and its Subsidiaries hold and are at all prior times has been in material compliance with all applicable Environmental Permits necessary to operate, use, own or lease the Owned Real Property and the Leased Real Property and to carry on the business of each of the Company and its Subsidiaries as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not received any written notice or written communication from a Governmental Body regarding any material adverse change in the status or terms and conditions of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing DateSafety Requirements.
(c) The Company has not received a written Claim, notice or demand letter from any Governmental Body or any other Person, and to Company’s Knowledge none has been threatened, alleging liability under Environmental and Safety Requirements as to which there remains any outstanding material liabilities or obligations.
(d) The Company has not generated, treated, stored, Released, or disposed of any Hazardous Material on any property currently owned, leased or operated by the Company, or at any other location, except in material compliance with applicable Environmental and Safety Requirements.
(e) To the Company’s Knowledge, none of the Real Property is affected by any condition, and there is has been no event activity or circumstance concerning failure to take any action by the Release or regulation of Hazardous Substances prior to the Closing Date Company, that would could reasonably be expected to result in fines, penalties, damages any material liability or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the Owned Real Property obligation under any Environmental and the Leased Real Property or operation or performance of their business.
(d) Neither the Company nor its Subsidiaries have received any written notice from any Governmental Body regarding any actual or alleged material violation of Environmental Laws, Environmental Permits or Environmental Claims, or material written request for information pursuant to Environmental Laws, which, in either case, was received by the Company or its Subsidiaries within five (5) years prior to the Closing Date, or remains pending or unresolved, or is the source of ongoing material obligations as of the Closing Date.
(e) There has been no Release of Hazardous Substances in violation of Environmental Laws by the Company or its Subsidiaries, or that would reasonably be expected to give rise to an Environmental Claim against the Company or its Subsidiaries, with respect to the business of either the Company or its Subsidiaries or any real property currently or formerly owned, leased or operated by them in connection with their businessSafety Requirements.
(f) The Company has not assumed by contract, agreement, or operation of law, or otherwise agreed, to (i) indemnify or hold harmless any other Person for any material violation of any Environmental and its Subsidiaries have Safety Requirements or any material obligation or liability thereunder (other than general indemnities that do not received specifically relate to Environmental and Safety Requirements); (ii) assume any written notice material liability for any Release of any Hazardous Material, conduct any response, removal or remedial action with regard to any Release of any Hazardous Material, or implement any institutional controls (including any deed restrictions) regarding any existing Hazardous Materials; or (iii) give a release or waiver of liability that would waive or impair any claim, demand, or action related to any material Release of their business any Hazardous Material in, on, under, to or real from any Real Property against a previous owner or operator of any Real Property or against any other Person who may be potentially responsible for such Release.
(g) No underground storage tanks, friable asbestos, lead-based paint, or polychlorinated biphenyls for which the Company is liable or responsible, are located at any property currently or formerly owned, leased or operated by them in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or term of any Environmental Permit by, the Company or its Subsidiaries.
(g) Neither the Company nor its Subsidiaries own or operate, nor to the Company’s Knowledge, have owned or operated, in connection with their business at the Owned Real Property or the Leased Real Property, (i) any underground storage tanks, groundwater monitoring xxxxx, or drinking water xxxxx; except in compliance in all material respects with Environmental Laws or as would not reasonably be expected to give rise to material liability of the Company or its Subsidiaries under Environmental Laws; or (ii) any landfills or surface impoundments.
(h) To All Phase One, Phase Two, and other environmental assessments or reports, and all environmental compliance audits of facilities now or formerly owned, leased, controlled or operated by the Company have been made available on the Company’s Knowledge, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLA, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any such off-site Hazardous Substance disposal facilities.electronic data site
(i) Except as set forth in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contract, any material liabilities or material obligations of third parties under Environmental Law or with respect to an Environmental Claim. To the Company’s Knowledge, (A) all obligations and liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject Notwithstanding anything to the limitations contained thereincontrary in this Agreement, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims or the Release of Hazardous Substances, in each case with respect to the Company or its Subsidiaries or their properties or facilities; and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this Section 4.15 2.17 are the sole and exclusive only representations and warranties of made by the Company and its Subsidiaries relating under this Agreement in relation to environmental environmental, health or safety matters, including with respect to Environmental Laws, Environmental Permits, Environmental Claims, or Hazardous SubstancesMaterials including any arising under Environmental and Safety Requirements.
Appears in 1 contract
Environmental Compliance and Conditions. Except as set forth on the attached Environmental Schedule:
(a) The Company Group Companies have obtained and its Subsidiaries have at possess all times during material Permits required under federal, state and local Laws and regulations concerning occupational health and safety, pollution or protection of the five environment, including all such Laws (5) year period ending on the Closing Date been in compliance with, and are currently in compliance, with including all applicable Environmental 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 (the foregoing health, safety and environmental regulations and requirements, collectively, “Environmental and Safety Requirements”).
(b) The Company and its Subsidiaries hold and Group Companies are in material compliance with all Environmental Permits necessary to operate, use, own or lease the Owned Real Property and the Leased Real Property and to carry on the business of each of the Company and its Subsidiaries as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not received any written notice or written communication from a Governmental Body regarding any material adverse change in the status or terms and conditions of any such Permits and are in material compliance with all other Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing DateSafety Requirements.
(c) To the Company’s KnowledgeNo Group Company has received, there is no event since January 1, 2012, any written notice of violations, liabilities or circumstance concerning the Release recognized environmental conditions arising under Environmental and Safety Requirements, including any investigatory, remedial or regulation of Hazardous Substances prior corrective obligation, relating to the Closing Date that Group Companies or their facilities and arising under Environmental and Safety Requirements.
(d) No Group Company has any material liability under any Environmental and Safety Requirement or with respect to Hazardous Substances, nor is any Group Company responsible for any such liability of any other Person, whether by contract, by operation of law or otherwise and (ii) there are no facts, circumstances, or conditions which have resulted or would reasonably be expected to result in fines, penalties, damages or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the Owned Real Property and the Leased Real Property or operation or performance of their business.
(d) Neither the Company nor its Subsidiaries have received any written notice from any Governmental Body regarding any actual or alleged material violation of Environmental Laws, Environmental Permits or Environmental Claims, or material written request for information pursuant liability to Environmental Laws, which, in either case, was received by the Company or any of its Subsidiaries within five (5) years prior under any Environmental and Safety Requirement or with respect to the Closing Date, or remains pending or unresolved, or is the source of ongoing material obligations as of the Closing DateHazardous Substances.
(e) There The Company has been no Release delivered or otherwise made available for inspection complete and correct copies of Hazardous Substances material Phase I, Phase II and other environmental site assessments and environmental reports that are in violation the possession of Environmental Laws or performed by the Company or its Subsidiaries, or that would reasonably be expected to give rise to an Environmental Claim against the Company or its Subsidiaries, with respect to the business on behalf of either the Company or its Subsidiaries or any real property currently or formerly owned, leased or operated by them in connection with their businessGroup Company.
(f) The Company and its Subsidiaries have not received Notwithstanding any written notice that any other provision of their business or real property currently or formerly owned, leased or operated by them in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or term of any Environmental Permit bythis Agreement, the Company or its Subsidiaries.
(g) Neither the Company nor its Subsidiaries own or operate, nor to the Company’s Knowledge, have owned or operated, in connection with their business at the Owned Real Property or the Leased Real Property, (i) any underground storage tanks, groundwater monitoring xxxxx, or drinking water xxxxx; except in compliance in all material respects with Environmental Laws or as would not reasonably be expected to give rise to material liability representations and warranties of the Company or its Subsidiaries under Environmental Laws; or (ii) any landfills or surface impoundments.
(h) To the Company’s Knowledge, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLA, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any such off-site Hazardous Substance disposal facilities.
(i) Except as set forth in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contract, any material liabilities or material obligations of third parties under Environmental Law or with respect to an Environmental Claim. To the Company’s Knowledge, (A) all obligations and liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject to the limitations contained therein, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims or the Release of Hazardous Substances, in each case with respect to the Company or its Subsidiaries or their properties or facilities; and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this Section 4.15 are 3.18 constitute the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to environmental matters, including with respect to Environmental Laws, Environmental Permits, Environmental Claims, or Hazardous Substances, environmental related Permits or other environmental matters.
Appears in 1 contract
Samples: Merger Agreement (Harman International Industries Inc /De/)
Environmental Compliance and Conditions. Except as set forth on Section 4.15 of the attached Environmental Company Disclosure Schedule:
(a) The Company and its Subsidiaries have at obtained and possess all times during permits, licenses and other authorizations required for the five (5) year period ending operation of their business under federal, state and local laws and regulations concerning environmental health and safety, pollution or protection of the environment that were enacted and in effect on or prior to the Closing Date been in compliance withDate, including all such laws and are currently in complianceregulations relating to the emission, with all applicable 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 ("Environmental Lawsand Safety Requirements").
(b) The Company and its Subsidiaries hold are in, and are during the last five (5) years have been in compliance with all terms and conditions of such permits, licenses and authorizations and with all other Environmental Permits necessary to operate, use, own or lease the Owned Real Property and the Leased Real Property Safety Requirements and to carry on the business of each of the Company and its Subsidiaries as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not received any written notice or written communication from a Governmental Body regarding demand letter issued, entered, promulgated or approved thereunder except for any material adverse change non-compliance which, individually or in the status aggregate, has or terms and conditions is reasonably likely, to result in a liability of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing Dateless than $150,000.
(c) To Neither the Company nor any of its Subsidiaries has received any written or, to the Company’s 's Knowledge, there is no event oral notice of violations or circumstance concerning the Release liabilities arising under Environmental and Safety Requirements, including any investigatory, remedial or regulation of Hazardous Substances prior corrective obligation, relating to the Closing Date Company, its Subsidiaries or their facilities and arising under Environmental and Safety Requirements, the subject of which is unresolved.
(d) There has been no release of any Hazardous Substance by the Company or any of its Subsidiaries in any manner that has given or would reasonably be expected to result in finesgive rise to any remedial obligation, penalties, damages corrective action requirement or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the Owned Real Property liability under applicable Environmental and the Leased Real Property or operation or performance of their business.
(d) Neither the Company nor its Subsidiaries have received any written notice from any Governmental Body regarding any actual or alleged material violation of Environmental Laws, Environmental Permits or Environmental Claims, or material written request for information pursuant to Environmental Laws, which, in either case, was received by the Company or its Subsidiaries within five (5) years prior to the Closing Date, or remains pending or unresolved, or is the source of ongoing material obligations as of the Closing DateSafety Requirements.
(e) There No Hazardous Substance has been no Release of Hazardous Substances disposed of, arranged to be disposed of, released or transported in violation of any applicable Environmental Laws by the Company and Safety Requirements, or its Subsidiariesin a manner that has given rise to, or that would reasonably be expected to give rise to an to, any liability under any Environmental Claim against and Safety Requirements, from any current or former properties or facilities while owned or operated by the Company or any of its Subsidiaries, with respect to the business Subsidiaries or as a result of either any operations or activities of the Company or any of its Subsidiaries or at any real property currently or formerly ownedlocation and, leased or operated by them in connection with their business.
(f) The Company and its Subsidiaries have not received any written notice that any of their business or real property currently or formerly ownedto the Company's Knowledge, leased or operated by them in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which are not otherwise present at or about any such properties or facilities in amount or condition that has resulted in or would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or term of any Environmental Permit by, the Company or its Subsidiaries.
(g) Neither the Company nor its Subsidiaries own or operate, nor to the Company’s Knowledge, have owned or operated, in connection with their business at the Owned Real Property or the Leased Real Property, (i) any underground storage tanks, groundwater monitoring xxxxx, or drinking water xxxxx; except in compliance in all material respects with Environmental Laws or as would not reasonably be expected to give rise to material liability of the Company or its Subsidiaries under Environmental Laws; or (ii) any landfills or surface impoundments.
(h) To the Company’s Knowledge, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLA, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any such off-site Hazardous Substance disposal facilities.
(i) Except as set forth in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contract, any material liabilities or material obligations of third parties under Environmental Law or with respect to an Environmental Claim. To the Company’s Knowledge, (A) all obligations and liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject to the limitations contained therein, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims or the Release of Hazardous Substances, in each case with respect to the Company or any of its Subsidiaries or their properties or facilities; under any Environmental and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this Section 4.15 are the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to environmental matters, including with respect to Environmental Laws, Environmental Permits, Environmental Claims, or Hazardous SubstancesSafety Requirements.
Appears in 1 contract
Samples: Merger Agreement (National Technical Systems Inc /Ca/)
Environmental Compliance and Conditions. Except as set forth on the attached Environmental ScheduleSchedule 3.15:
(a) The Company and its Subsidiaries are and for the past five years have at all times during the five (5) year period ending on the Closing Date been in material compliance with, and are currently in compliance, with all applicable Environmental Laws, including the obligation to obtain and maintain all material Permits required under applicable Environmental Laws to operate at the Leased Real Property or other properties and to carry on their respective businesses as now conducted.
(b) The Company and its Subsidiaries hold and are in compliance with all Environmental Permits necessary to operate, use, own or lease the Owned Real Property and the Leased Real Property and to carry on the business of each None of the Company and its Subsidiaries as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not received or any written notice or written communication from a Governmental Body regarding any material adverse change in the status or terms and conditions of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing Date.
(c) To the Company’s Knowledge, there is no event or circumstance concerning the Release or regulation of Hazardous Substances prior to the Closing Date that would reasonably be expected to result in fines, penalties, damages or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the Owned Real Property and the Leased Real Property or operation or performance of their business.
(d) Neither the Company nor its Subsidiaries have received any written notice from any Governmental Body regarding or other third party asserting any actual or alleged material violation of Environmental Laws, Environmental Permits or Environmental Claimsany liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or material written request for information pursuant to attorney fees under Environmental Laws, which, in either case, was received by the Company or its Subsidiaries within five (5) years prior to the Closing Date, or remains pending or subject of which notice is unresolved, or is the source of ongoing material obligations as of the Closing Date.
(ec) There has been no Release of Hazardous Substances in violation of Environmental Laws by the Company No claims or its Subsidiariesactions are pending or, or that would reasonably be expected to give rise to an Environmental Claim against the Company or its Subsidiaries, with respect to the business of either the Company or its Subsidiaries or any real property currently or formerly owned, leased or operated by them in connection with their business.
(f) The Company and its Subsidiaries have not received any written notice that any of their business or real property currently or formerly owned, leased or operated by them in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or term of any Environmental Permit by, the Company or its Subsidiaries.
(g) Neither the Company nor its Subsidiaries own or operate, nor to the Company’s Knowledge, have owned threatened against the Company or operated, in connection its Subsidiaries with respect to their business at the Owned Real Property respective businesses or the Leased Real PropertyProperty or other properties, alleging violations of or liability under Environmental Law.
(id) To the Company’s Knowledge, none of the Company or any underground storage tanksof its Subsidiaries have treated, groundwater monitoring xxxxxstored, disposed of, arranged for or permitted the disposal of, transported, handled, generated, manufactured, distributed, or drinking water xxxxx; except exposed any Person to or released any Hazardous Substance, or owned or operated any property or facility, in compliance a manner that has been in all material respects with Environmental Laws violation of or as would not reasonably be expected to give rise to material liability of the Company or its Subsidiaries under Environmental Laws; or (ii) any landfills or surface impoundmentsLaw.
(he) To the Company’s KnowledgeThe Company has delivered to Parent accurate and complete copies of, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLA, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any such off-site Hazardous Substance disposal facilities.
(i) Except as set forth in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contract, any material liabilities or material obligations of third parties under Environmental Law or with respect to an Environmental Claim. To the Company’s Knowledge, (A) all obligations and liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject to the limitations contained therein, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, investigations and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated audits possessed by them in connection with their business, which are in the possession or reasonable control of the Company or any of its Subsidiaries, related produced during the past five years and relating to compliance with Environmental Lawsthe Leased Real Property or other properties and facilities currently or previously owned, Environmental Claims leased, operated or the Release of Hazardous Substances, in each case with respect to controlled by the Company or any of its Subsidiaries or their properties or facilities; Subsidiaries, and (ii) any and all material documents concerning planned or anticipated capital expenditures required correspondence by and between the Company or any of its Subsidiaries and any Governmental Body or any third parties, dated within the past five years and relating to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure the Company’s and any of its Subsidiaries’ compliance with current or future liability under any Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this Section 4.15 are the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to environmental matters, including with respect to Environmental Laws, Environmental Permits, Environmental Claims, or Hazardous SubstancesLaw.
Appears in 1 contract
Environmental Compliance and Conditions. Except as set forth on the attached Environmental Compliance Schedule:
(a) The Company and its Subsidiaries have at obtained and possess all times during material permits, licenses and other authorizations required under federal, state and local laws and regulations concerning worker health and safety and pollution or protection of the five (5) year period ending environment as in effect on or prior to the Closing Date been in compliance withDate, including all such laws and are currently in complianceregulations relating to the emission, with all applicable discharge, release or threatened release of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials, substances or wastes (including asbestos) (“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, or exposure to, any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials, substances or waste (“Environmental Lawsand Safety Requirements”), except where the failure to possess such licenses, permits and authorizations would not reasonably be expected to have a Material Adverse Effect.
(b) The Company and its Subsidiaries hold are, and are for the previous 3 years have been, in material compliance with all terms and conditions of all permits, licenses and authorizations described in Section 4.15(a) hereof and also are, and for the previous 3 years have been, in material compliance with all other Environmental Permits necessary and Safety Requirements.
(c) Except for liabilities that arise in the ordinary course of business that have not had and would not have a Material Adverse Effect, neither the Company nor any Subsidiary has, within the past 5 years, received any written notice of violations or material liabilities arising under Environmental and Safety Requirements, including any investigatory, remedial or corrective obligation, relating to operatethe Company, useits Subsidiaries or their facilities and arising under Environmental and Safety Requirements.
(d) Except for liabilities that arise in the ordinary course of business that have not had and would not have a Material Adverse Effect, own or lease the Owned Real Property and the Leased Real Property and to carry on the business of each of the Company and its Subsidiaries as now conducted. All such Environmental Permits are in full force have not caused or taken any action (including releases by the Company and effect and will be maintained in full force and effectits Subsidiaries of Hazardous Substances at any property currently or formerly owned, and renewed to the extent required by Environmental Laws, operated or used by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not received any written notice ) that has resulted or written communication from a Governmental Body regarding any material adverse change in the status or terms and conditions of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing Date.
(c) To the Company’s Knowledge, there is no event or circumstance concerning the Release or regulation of Hazardous Substances prior to the Closing Date that would reasonably be expected to result in fines, penalties, damages or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the Owned Real Property and the Leased Real Property or operation or performance of their business.
(d) Neither the Company nor its Subsidiaries have received any written notice from any Governmental Body regarding any actual or alleged a material violation of Environmental Laws, Environmental Permits or Environmental Claims, liability or material written request for information pursuant obligation to Environmental Laws, which, in either case, was received by the Company or any of its Subsidiaries within five (5) years prior to the Closing Date, or remains pending or unresolved, or is the source of ongoing material obligations as of the Closing Dateunder Environmental and Safety Requirements.
(e) There Except for liabilities that arise in the ordinary course of business that have not had and would not have a Material Adverse Effect, to the Company’s knowledge, no Person (other than the Company and its Subsidiaries) has been no Release caused or taken any action (including releases of Hazardous Substances in violation of Environmental Laws by the Company or its Subsidiaries, or that would reasonably be expected to give rise to an Environmental Claim against the Company or its Subsidiaries, with respect to the business of either the Company or its Subsidiaries or at any real property currently or formerly owned, leased operated or operated used by them in connection with their business.
(f) The the Company and its Subsidiaries have not received any written notice Subsidiaries) that any of their business has resulted or real property currently or formerly owned, leased or operated by them in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law liability or term of any Environmental Permit by, material obligation to the Company or its Subsidiaries.
(g) Neither the Company nor its Subsidiaries own or operate, nor to the Company’s Knowledge, have owned or operated, in connection with their business at the Owned Real Property or the Leased Real Property, (i) any underground storage tanks, groundwater monitoring xxxxx, or drinking water xxxxx; except in compliance in all material respects with Environmental Laws or as would not reasonably be expected to give rise to material liability of the Company or its Subsidiaries under Environmental Laws; or (ii) any landfills or surface impoundmentsand Safety Requirements.
(h) To the Company’s Knowledge, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLA, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any such off-site Hazardous Substance disposal facilities.
(i) Except as set forth in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contract, any material liabilities or material obligations of third parties under Environmental Law or with respect to an Environmental Claim. To the Company’s Knowledge, (A) all obligations and liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject to the limitations contained therein, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims or the Release of Hazardous Substances, in each case with respect to the Company or its Subsidiaries or their properties or facilities; and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this Section 4.15 are the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to environmental matters, including with respect to Environmental Laws, Environmental Permits, Environmental Claims, or Hazardous Substances.
Appears in 1 contract
Samples: Unit Purchase Agreement (Alliance Laundry Systems LLC)
Environmental Compliance and Conditions. Except as set forth on Section 4.15 of the attached Environmental Company Disclosure Schedule:
(a) The To the Company’s knowledge, the Company and its Subsidiaries have at all times during the five (5) year period ending on the Closing Date been is in compliance with, and are currently in compliance, all material respects with all applicable Environmental Laws.
(b) The Company holds and its Subsidiaries hold and are is in compliance in all material respects with all authorizations, licenses and permits required under Environmental Permits necessary Law to operate, use, own or lease operate at the Owned Real Property and the Leased Real Property and to carry on the business of each of the Company and its Subsidiaries businesses as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not received any written notice or written communication from a Governmental Body regarding any material adverse change in the status or terms and conditions of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing Date.
(c) To the Company’s KnowledgeSince January 1, there is no event or circumstance concerning the Release or regulation of Hazardous Substances prior to the Closing Date that would reasonably be expected to result in fines2017, penalties, damages or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the Owned Real Property and the Leased Real Property or operation or performance of their business.
(d) Neither the Company nor its Subsidiaries have has not received any written notice from any Governmental Body regarding any actual or alleged material violation of Environmental Laws, or any liabilities or potential liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under Environmental Permits Laws that would result in material liability to the Company.
(d) To the Company’s knowledge, since January 1, 2017, there has been no disposal or Environmental Claimsof release of any Hazardous Substance at any Owned Real Property or Leased 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 material written request for information pursuant to attorney fees under CERCLA or any other Environmental Laws, which, which would result in either case, was received by the Company or its Subsidiaries within five (5) years prior material liability to the Closing Date, or remains pending or unresolved, or is the source of ongoing material obligations as of the Closing DateCompany.
(e) There The Company has been no Release made available to Buyer true and complete copies of Hazardous Substances in violation of Environmental Laws all phase 1 environmental assessment reports, NR 135 Annual Nonmetallic Mining Reclamation Reports and annual conditional use permit audits for the Owned Real Property or Leased Real Property by the Company in the Company’s or its Subsidiaries, Seller’s possession or that would reasonably be expected to give rise to an Environmental Claim against the Company or its Subsidiaries, with respect to the business of either the Company or its Subsidiaries or any real property currently or formerly owned, leased or operated by them in connection with their businesscontrol.
(f) The Company To the Company’s knowledge, there are no storage tanks under any portion of the Owned Real Property and its Subsidiaries no storage tanks have not received been removed from any written notice that any portion of their business or real property currently or formerly owned, leased or operated by them in connection with their business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substances which would reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or term of any Environmental Permit by, the Company or its SubsidiariesOwned Real Property.
(g) Neither the Company nor its Subsidiaries own or operate, nor to the Company’s Knowledge, have owned or operated, in connection with their business at the Owned Real Property or the Leased Real Property, (i) any underground storage tanks, groundwater monitoring xxxxx, or drinking water xxxxx; except in compliance in all material respects with Environmental Laws or as would not reasonably be expected to give rise to material liability of the Company or its Subsidiaries under Environmental Laws; or (ii) any landfills or surface impoundments.
(h) To the Company’s Knowledge, no facilities or locations at which the Company or its Subsidiaries have transported for disposal or arranged for disposal of Hazardous Substances for treatment, reuse or disposal prior to the Closing Date have been listed or proposed for listing on the National Priorities List under CERCLA, or any similar state list, and neither the Company nor its Subsidiaries have received any written notice regarding potential liabilities of the Company or its Subsidiaries with respect to any such off-site Hazardous Substance disposal facilities.
(i) Except as set forth in the Real Property Leases, neither the Company nor its Subsidiaries have assumed, by contract, any material liabilities or material obligations of third parties under Environmental Law or with respect to an Environmental Claim. To the Company’s Knowledge, (A) all obligations and liabilities of the Company, its Subsidiaries or Seller contractually assumed or taken on or indemnified by or received as part of the December 30, 2004 Stock Purchase Agreement between SPS Technologies, LLC and the Company, with respect to any Environmental Claims or arising under Environmental Laws, will remain in full force and effect following the Closing Date, subject to the limitations contained therein, and (B) the consummation of this Agreement in and of itself does not limit, void or cancel such assumption or indemnification of obligations or liabilities with respect to any Environmental Claims or arising under Environmental Laws.
(j) The Company and its Subsidiaries have provided or otherwise made available to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, and other material environmental documents with respect to their business or any real property currently or formerly owned, leased or operated by them in connection with their business, which are in the possession or reasonable control of the Company or its Subsidiaries, related to compliance with Environmental Laws, Environmental Claims or the Release of Hazardous Substances, in each case with respect to the Company or its Subsidiaries or their properties or facilities; and (ii) any and all material documents concerning planned or anticipated capital expenditures required by the Company or its Subsidiaries to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes). The representations and warranties set forth in this Section 4.15 are the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to in this Agreement concerning environmental mattersmatters including, including with respect to without limitation, matters arising under Environmental Laws, Environmental Permits, Environmental Claims, or Hazardous Substances.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Smart Sand, Inc.)
