Common use of Environmental Compliance and Conditions Clause in Contracts

Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ReShape, (a) ReShape is and has been in compliance with all Environmental Laws; (b) ReShape holds, and is and has been in compliance with, all authorizations, licenses and permits required under Environmental Laws to operate its business at the ReShape Real Property as presently conducted; (c) ReShape has not received any notice from any Governmental Body or third party regarding any actual or 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; (d) no Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape or on, under or about any of the real property occupied or used by ReShape. ReShape has not disposed of or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and (e) to ReShape’s knowledge, there are no and have never been any Hazardous Substances present on, at, in or under any real property currently or formerly owned, leased or used by ReShape for which ReShape has, or may have, Liability.

Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Visor Material Adverse Effect on ReShape,Effect: (a) ReShape Visor is and has been in compliance with all Environmental Laws; (b) ReShape Visor holds, and is and has been in compliance with, all authorizations, licenses and permits required under Environmental Laws to operate its business at the ReShape Visor Real Property as presently conducted; (c) ReShape Visor has not received any notice from any Governmental Body or third party regarding any actual or 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; (d) no No Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape Visor or on, under or about any of the real property occupied or used by ReShapeVisor. ReShape Visor has not disposed of or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape Visor Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and (e) to ReShapeTo Visor’s knowledgeKnowledge, there are no and have never been any Hazardous Substances present on, at, in or under any real property currently or formerly owned, leased or used by ReShape Visor for which ReShape Visor has, or may have, Liability.

Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Union Material Adverse Effect on ReShapeEffect, (a) ReShape Union is and has been in compliance with all Environmental Laws; (b) ReShape Union holds, and is and has been in compliance with, all authorizations, licenses and permits required under Environmental Laws to operate its business at the ReShape Union Real Property as presently conducted; (c) ReShape Union has not received any notice from any Governmental Body or third party regarding any actual or 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; (d) no Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape Union or on, under or about any of the real property occupied or used by ReShapeUnion. ReShape Union has not disposed of or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape Union Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and (e) to ReShapeUnion’s knowledgeKnowledge, there are no and have never been any Hazardous Substances present on, at, in or under any real property currently or formerly owned, leased or used by ReShape Union for which ReShape Union has, or may have, Liability.

Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect on ReShapeEffect, (a) ReShape is The Company or its Subsidiary are, and has been since December 31, 2020 have been, in compliance with all Environmental Laws; (b) ReShape The Company or its Subsidiary holds, and is are and has have been in compliance since December 31, 2020 with, all authorizations, licenses and permits Permits required under Environmental Laws to operate its business at the ReShape Real Property as presently conducted; (c) ReShape since December 31, 2020, neither the Company nor its Subsidiary has not received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party regarding any actual or alleged violation of 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 to the Knowledge of the Company no such Action has been threatened; (d) no Hazardous Substance neither the Company nor its Subsidiary has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape or on, under or about any of the real property occupied or used by ReShape. ReShape has not disposed of (or arranged for the disposal of) or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape Company Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any other Environmental Laws; and (e) to ReShapethe Company’s knowledgeKnowledge, there are no and have never been any Hazardous Substances are present or have been disposed of or released on, at, in or under any real property currently or formerly owned, leased or used operated by ReShape the Company or its Subsidiary for which ReShape the Company or its Subsidiary has, or may have, LiabilityLiability under Environmental Laws.

Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ReShape,Obalon: (a) ReShape Obalon is and has been in compliance with all Environmental Laws; (b) ReShape Obalon holds, and is and has been in compliance with, all authorizations, licenses and permits required under Environmental Laws to operate its business at the ReShape Obalon Real Property as presently conducted; (c) ReShape Obalon has not received any notice from any Governmental Body or third party regarding any actual or 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; (d) no Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape Obalon or on, under or about any of the real property occupied or used by ReShapeObalon. ReShape Obalon has not disposed of or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape Obalon Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and (e) to ReShapeObalon’s knowledge, there are no and have never been any Hazardous Substances present on, at, in or under any real property currently or formerly owned, leased or used by ReShape Obalon for which ReShape Obalon has, or may have, Liability.

Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Trooper Material Adverse Effect on ReShape,Effect: (a) ReShape Trooper is and has been in compliance with all Environmental Laws; (b) ReShape Trooper holds, and is and has been in compliance with, all authorizations, licenses and permits required under Environmental Laws to operate its business at the ReShape Trooper Real Property as presently conducted; (c) ReShape Trooper has not received any notice from any Governmental Body or third party regarding any actual or 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; (d) no No Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape Trooper or on, under or about any of the real property occupied or used by ReShapeTrooper. ReShape Trooper has not disposed of or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape Trooper Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and (e) to ReShapeTo Trooper’s knowledge, there are no and have never been any Hazardous Substances present on, at, in or under any real property currently or formerly owned, leased or used by ReShape Trooper for which ReShape Trooper has, or may have, Liability.

Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Ranger Material Adverse Effect on ReShapeEffect, (a) ReShape Ranger is and has been in compliance with all Environmental Laws; (b) ReShape Ranger holds, and is and has been in compliance with, all authorizations, licenses and permits required under Environmental Laws to operate its business at the ReShape Ranger Real Property as presently conducted; (c) ReShape Ranger has not received any notice from any Governmental Body or third party regarding any actual or 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; (d) no Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape Ranger or on, under or about any of the real property occupied or used by ReShapeRanger. ReShape Ranger has not disposed of or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape Ranger Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and (e) to ReShapeRanger’s knowledge, there are no and have never been any Hazardous Substances present on, at, in or under any real property currently or formerly owned, leased or used by ReShape Ranger for which ReShape Ranger has, or may have, Liability.

Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a an Orthofix Material Adverse Effect on ReShape, Effect: (a) ReShape each of Orthofix and its Subsidiaries is and has been in compliance with all Environmental Laws; ; (b) ReShape each of Orthofix and its Subsidiaries holds, and is and has been in compliance with, all authorizations, licenses and permits Permits required under Environmental Laws to operate its business at the ReShape Orthofix Real Property as presently conducted; ; (c) ReShape none of Orthofix or any of its Subsidiaries has not received any notice from any Governmental Body or third party regarding any actual or 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 attorneys’ fees under Environmental Laws; ; (d) no Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape Orthofix or on, under or about any of the real property occupied or used by ReShapeOrthofix. ReShape Orthofix has not disposed of or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape Orthofix Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and and (e) to ReShapeOrthofix’s knowledge, there are no and have never been any Hazardous Substances present on, at, in or under any real property currently or formerly owned, leased or used by ReShape Orthofix for which ReShape Orthofix has, or may have, Liability.

Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to not have a CBLI Material Adverse Effect on ReShapeEffect, (a) ReShape is CBLI and has been its Subsidiaries are, and since January 1, 2018, have been, in compliance with all Environmental Laws; (b) ReShape CBLI or its Subsidiaries holds, and is are and has have been in compliance since January 1, 2018 with, all authorizations, licenses and permits Permits required under Environmental Laws to operate its business at the ReShape Real Property as presently conducted; (c) ReShape since January 1, 2018, neither CBLI nor its Subsidiaries has not received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party Third Party regarding any actual or alleged violation of Environmental Laws or any Liabilities liabilities or potential Liabilities 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 to the Knowledge of CBLI no such Action has been threatened; (d) no Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape or on, under or about neither CBLI nor any of the real property occupied or used by ReShape. ReShape its Subsidiaries has not disposed of (or arranged for the disposal of) or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape CBLI Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and (e) to ReShapeCBLI’s knowledgeKnowledge, there are no and have never been any Hazardous Substances are present or have been disposed of or released on, at, in or under any real property currently or formerly owned, leased or used operated by ReShape CBLI or its Subsidiaries for which ReShape CBLI or its Subsidiaries has, or may have, LiabilityLiability under Environmental Laws.

Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to not have a CYTO Material Adverse Effect on ReShape,Effect. (a) ReShape is CYTO and has been its Subsidiaries are, and since January 1, 2018, have been, in compliance with all Environmental Laws; (b) ReShape CYTO or its Subsidiaries holds, and is are and has have been in compliance since January 1, 2018 with, all authorizations, licenses and permits Permits required under Environmental Laws to operate its business at the ReShape Real Property as presently conducted; (c) ReShape since January 1, 2018, neither CYTO nor its Subsidiaries has not received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party Third Party regarding any actual or alleged violation of Environmental Laws or any Liabilities liabilities or potential Liabilities 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 to the Knowledge of CYTO no such Action has been threatened; (d) no Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape or on, under or about neither CYTO nor any of the real property occupied or used by ReShape. ReShape its Subsidiaries has not disposed of (or arranged for the disposal of) or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape CYTO Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and (e) to ReShapeCYTO’s knowledgeKnowledge, there are no and have never been any Hazardous Substances are present or have been disposed of or released on, at, in or under any real property currently or formerly owned, leased or used operated by ReShape CYTO or its Subsidiaries for which ReShape CYTO or its Subsidiaries has, or may have, LiabilityLiability under Environmental Laws.

Environmental Compliance and Conditions. Except for matters that would not, individually or in as set forth on the aggregate, reasonably be expected to have a Material Adverse Effect on ReShape,attached Environmental Schedule: (a) ReShape The Company is and has been in material compliance with all Environmental Laws;. (b) ReShape The Company holds, and is and has been in compliance with, all authorizations, licenses and permits required under Environmental Laws to operate its business at the ReShape Leased Real Property as presently conducted;. (c) ReShape The Company has not received any notice from any Governmental Body or third party regarding any actual or alleged violation of Environmental Laws 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;. (d) no No Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape the Company or on, under or about any of the real property occupied or used by ReShapethe Company. ReShape The Company has not disposed of or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape 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 attorney fees under CERCLA or any other Environmental Laws; and. (e) to ReShapeTo the Company’s knowledge, there are no and have never been any Hazardous Substances present on, at, in or under any real property currently or formerly owned, leased or used by ReShape the Company for which ReShape the Company has, or may have, Liability. (f) The representations and warranties set forth in Section 3.16 are the sole and exclusive representations and warranties in this Agreement concerning environmental matters including, without limitation, matters arising under Environmental Laws, and any claim for breach of representation with respect to any environmental matters shall be based on the representations made in this Section 3.16 and shall not be based on the representations set forth in any other provision of this Agreement.

Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to not have a an Akebia Material Adverse Effect on ReShapeEffect, (a) ReShape is Akebia and has been its Subsidiaries are, and since January 1, 2015, have been, in compliance with all Environmental Laws; (b) ReShape Akebia or its Subsidiaries holds, and is are and has have been in compliance since January 1, 2015 with, all authorizations, licenses and permits Permits required under Environmental Laws to operate its business at the ReShape Real Property as presently conducted; (c) ReShape since January 1, 2015, neither Akebia nor its Subsidiaries has not received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party regarding any actual or alleged violation of 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 to the Knowledge of Akebia no such Action has been threatened; (d) no Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape or on, under or about neither Akebia nor any of the real property occupied or used by ReShape. ReShape its Subsidiaries has not disposed of (or arranged for the disposal of) or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape Akebia Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and (e) to ReShapeAkebia’s knowledgeKnowledge, there are no and have never been any Hazardous Substances are present or have been disposed of or released on, at, in or under any real property currently or formerly owned, leased or used operated by ReShape Akebia or its Subsidiaries for which ReShape Akebia or its Subsidiaries has, or may have, LiabilityLiability under Environmental Laws.

Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to not have a Keryx Material Adverse Effect on ReShapeEffect, (a) ReShape is Keryx and has been its Subsidiaries are, and since January 1, 2015 have been, in compliance with all Environmental Laws; (b) ReShape Keryx or its Subsidiaries holds, and is are and has have been in compliance since January 1, 2015 with, all authorizations, licenses and permits Permits required under Environmental Laws to operate its business at the ReShape Real Property as presently conducted; (c) ReShape since January 1, 2015, neither Keryx nor its Subsidiaries has not received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party regarding any actual or alleged violation of 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 to the Knowledge of Keryx no such Action has been threatened; (d) no Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape or on, under or about neither Keryx nor any of the real property occupied or used by ReShape. ReShape its Subsidiaries has not disposed of (or arranged for the disposal of) or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape Keryx Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any other Environmental Laws; and (e) to ReShapeKeryx’s knowledgeKnowledge, there are no and have never been any Hazardous Substances are present or have been disposed of or released on, at, in or under any real property currently or formerly owned, leased or used operated by ReShape Keryx or its Subsidiaries for which ReShape Keryx or its Subsidiaries has, or may have, LiabilityLiability under Environmental Laws.

Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a SeaSpine Material Adverse Effect on ReShape, Effect: (a) ReShape each of SeaSpine and its Subsidiaries is and has been in compliance with all Environmental Laws; ; (b) ReShape each of SeaSpine and its Subsidiaries holds, and is and has been in compliance with, all authorizations, licenses and permits Permits required under Environmental Laws to operate its business at the ReShape SeaSpine Real Property as presently conducted; ; (c) ReShape none of SeaSpine or any of its Subsidiaries has not received any notice from any Governmental Body or third party regarding any actual or 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 attorneys’ fees under Environmental Laws; ; (d) no Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by ReShape SeaSpine or on, under or about any of the real property occupied or used by ReShapeSeaSpine. ReShape SeaSpine has not disposed of or released or allowed or permitted the release of any Hazardous Substance at any real property, including the ReShape SeaSpine Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and and (e) to ReShapeSeaSpine’s knowledge, there are no and have never been any Hazardous Substances present on, at, in or under any real property currently or formerly owned, leased or used by ReShape SeaSpine for which ReShape SeaSpine has, or may have, Liability.