Environmental Compliance; Hazardous Materials. (a) Except as set forth in Schedule 3.11(a) or for matters that would not reasonably be expected to have a Sellers’ Material Adverse Condition:
(i) To Sellers’ Knowledge, the Assets are being operated in compliance with all Environmental Laws and Environmental Permits;
(ii) To Sellers’ Knowledge, during the period that Sellers have operated the Assets, there have been no Releases of any Hazardous Materials into the environment or onto or under any Owned Real Property or Leased Real Property in connection with the ownership or operation of the Assets, except in compliance with all Environmental Laws;
(iii) No portion of the Owned Real Property and Leased Real Property is on a CERCLA, CERCLIS or RCRIS list or the National Priorities List of Hazardous Waste Sites or any similar list or database maintained by the states in which the Assets are located, and Sellers are not listed as, nor have they been notified that any of them is a “potentially responsible person” with respect to the Assets; and
(iv) No Encumbrances with respect to a Release have been imposed against or on any of the Assets under CERCLA, any comparable state statute or other Applicable Law.
(b) Except as set forth in Schedule 3.11(b) or for matters that would not reasonably be expected to have a Sellers’ Material Adverse Condition, with respect to the Assets, (i) no Seller has received any written notice or other written communication from any Governmental Authority or unaffiliated third Person alleging or relating to the investigation of any alleged (A) violation of Environmental Law or (B) liability or potential liability for any Release, other than, in each case, those that have been fully resolved without further liability or obligation to Sellers, (ii) there is no Proceeding pending or, to Sellers’ Knowledge, threatened against either the Sellers or the Assets relating to a violation or failure to comply with Environmental Law or involving remediation of any condition of any Real Property pursuant to any Environmental Law, and (iii) there are no matters, circumstances or violations of any Environmental Permits the effect of which would prevent Buyers from continuing to operate and use the Assets for their intended purposes.
(c) Schedule 3.11(c) contains a complete list of all of Seller’s material Environmental Permits. Such Environmental Permits comprise all of the Environmental Permits required to operate the Assets required as currently operated, and Seller is in compliance with each su...
Environmental Compliance; Hazardous Materials. AmeriCom and each AmeriCom Subsidiary have complied in all material respects with, and have not been cited for any violation of, federal, state, and local environmental protection laws and regulations; and no material capital expenditures will be required for compliance with any federal, state, or local laws or regulations now in force relating to the protection of the environment. As used in this paragraph, "Hazardous Material" means any hazardous or toxic substance, material, or waste that is regulated by any federal authority or by any state or local authority where the substance, material, or waste is located. There are no underground storage tanks located on the real property described in Schedule 3.8 in which any Hazardous Material has been or is being stored, nor has there been any spill, disposal, discharge, or release of any Hazardous Material into, upon, or over that real property or into or upon ground or surface water on that real property. There are no asbestos containing materials incorporated into the buildings or interior improvements that are part of that real property or into other assets of AmeriCom or any AmeriCom Subsidiary, nor is there any electrical transformer, fluorescent light fixture with ballasts, or other equipment containing PCBs on that real property.
Environmental Compliance; Hazardous Materials. 4.15.1 The real property described in Section 4.15.1 of the Buyer Disclosure Schedule constitutes all of the real property and interests in real property owned or leased by the Company as of the Target Balance Sheet Date, except for properties that have been disposed of as specified in Section 4.15.1 of the Buyer Disclosure Schedule.
4.15.2 Buyer has complied in all material respects with, and has not been cited for any violation of, Environmental Laws (as defined in Section 3.16); and no material capital expenditures will be required for compliance with any Environmental Laws. Buyer has not received any written notice, claim, report, or other information regarding any violation or alleged violation of any Environmental Laws. Buyer has not retained or assumed by contract or operation of law any material liability or obligation of another person under any Environmental Law. To the Knowledge of Buyer, there are no underground storage tanks located on the real property described in Section 4.15.1 of the Buyer Disclosure Schedule in which any Hazardous Material (as defined in Section 3.16) has been or is being stored, nor has there been any spill, disposal, discharge, or release of any Hazardous Material into, upon, or over that real property or into or upon ground or surface water on that real property. To the Knowledge of Buyer, there are no asbestos-containing materials incorporated into the buildings or interior improvements that are part of that real property or into other assets of Buyer, nor is there any electrical transformer, fluorescent light fixture with ballasts, or other equipment containing PCBs on that real property. All reports, audits, assessments, and other similar documents in possession of Buyer relating to any material liability or potential material liability of Buyer under any Environmental Law or to any Hazardous Material have been provided to Target. MERGER AGREEMENT AND PLAN OF REORGANIZATION
Environmental Compliance; Hazardous Materials. The Properties are not, and, as of the Closing will not be, in violation of any federal, state, or local law, ordinance, or regulation relating to industrial hygiene or to the environmental conditions on, under, or about the Properties including, but not limited to, soil and groundwater conditions. There are no Hazardous Materials (as defined below) present on the Properties except as otherwise disclosed to Buyer in writing. Seller further warrants and represents that during the time in which Seller owned the Properties, neither Seller nor, to the best of Seller’s knowledge, after due and diligent inquiry, any third party has used, generated, manufactured, produced, stored, or disposed of on, under, or about the Properties or transported to or from the Properties any Hazardous Materials except as otherwise disclosed to Buyer in writing. There is no proceeding or inquiry by any governmental authority with respect to the presence of Hazardous Materials on the Properties or the migration of Hazardous Materials from or to the Properties except as otherwise disclosed to Buyer in writing. There are no storage tanks located in or under the Properties except as otherwise disclosed to Buyer in writing. The term “
Environmental Compliance; Hazardous Materials. The Property is not, and as of the Closing will not be, in violation of any federal, state, or local law, ordinance, or regulation relating to industrial hygiene or to the environmental conditions on, under, or about the Property including, but not limited to, soil and groundwater conditions. There are no Hazardous Materials (as defined below) present on the Property, other than AS DISCLOSED IN THAT CERTIAN PHASE ONE ENVIRONMENTAL SITE ASSESSMENT DATED DECEMBER 12, 1997 which is/are used in compliance with all applicable laws, ordinances, and regulations. Seller further warrants and represents that during the time in which Seller owned the Property, neither Seller nor, to the best of Seller's knowledge, any third party has used, generated, manufactured, produced, stored, or disposed of on, under, or about the Property or transported to or from the Property any Hazardous Materials in violation of applicable laws, ordinances, and regulations. Seller has not received notification of any proceeding or inquiry by any governmental authority with respect to the presence of Hazardous Materials on the Property or the migration of Hazardous Materials from or to the Property. There are no storage tanks located in or under the Property. The term "
Environmental Compliance; Hazardous Materials. Shareholder, Seller or representatives of Seller or Shareholder have not caused or otherwise permitted the Assets or other properties owned, leased, or used by Seller in the Business or any part thereof, including the property subject to the Assignment, to be used to generate, manufacture, refine, transport, produce, use or process hazardous substances, or other dangerous or toxic substances, or solid waste, except in compliance with all applicable federal, state, and local laws. For this purpose, "hazardous substances" and other terms used in this paragraph shall mean those substances or wastes as are defined by the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act, or any other applicable federal, state, or local law, regulation, or requirement, as amended, or hereafter amended. No notice has been served on Seller or Shareholder from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code by Seller or Shareholder or identifying Seller or Shareholder as a potentially responsible party with respect to any substance alleged to have been discharged, stored, treated, generated, disposed of or allowed to escape on said properties, or requiring compliance with any law, regulation, ordinance or code or demanding payment or contribution for environmental damage or injury to natural resources. Neither Seller nor Shareholder has disposed of, nor has any knowledge of the disposal of, any hazardous substance involving the foregoing properties which would violate any environmental laws, regulations, orders, or codes. There is no hazardous waste, as defined by RCRA, on site at the Seller's facilities, including, but not limited to, spent acid, lead or any other materials from production.
Environmental Compliance; Hazardous Materials. To the knowledge of Seller, the Properties are not, and, as of the Closing will not be, in violation of any federal, state, or local law, ordinance, or regulation relating to industrial hygiene or to the environmental conditions on, under, or about the Properties including, but not limited to, soil and groundwater conditions. Other than as disclosed in the Phase I, there are no Hazardous Materials (as defined below) present on the Properties other than Hazardous Materials that are necessary or useful to Tenant's business and are used, kept and stored in a manner that
Environmental Compliance; Hazardous Materials. Except as set forth on Schedule 12.12, disclosed to Buyer pursuant to the terms of this Agreement, the Properties are not, and as of the Closing will not be, in material violation of any federal, state, or local law, ordinance, or regulation relating to industrial hygiene or to the environmental conditions on, under, or about the Properties including, but not limited to, soil, groundwater and vapor intrusion conditions. Except for those handled in the ordinary course of business and in compliance with applicable laws or those disclosed to Buyer pursuant to the terms of this Agreement, there are no Hazardous Materials (as defined below) present on any Property which is in violation of Laws (defined below). Except as set forth on Schedule 12.12, disclosed to Buyer pursuant to the terms of this Agreement or materials handled in the ordinary course of business and in compliance with Laws (defined below), Seller further warrants and represents that during the time in which Seller owned the Properties, neither Seller nor, to the best of Seller’s knowledge, any third party has used, generated, manufactured, produced, stored, or disposed of on, under, or about the Properties or transported to or from the Properties any
Environmental Compliance; Hazardous Materials. The Company has complied in all material respects with, and has not been cited for any violation of, federal, state and/or local environmental protection laws and regulations, and no material capital expenditures will be required for compliance with any federal, state or local laws or regulations now in force relating to the protection of the environment. As used in this paragraph, "hazardous material" means any hazardous or toxic substance, material or waste that is regulated by any federal authority or by any state or local authority where the substance, material or waste is located. There are no underground storage tanks located on any of the real property ever occupied or owned by the Company in which the Company stores or stored any hazardous material, and the Company has not spilled, disposed, discharged or released any hazardous material into, upon, or over any real property or into ground or surface water on any real property.
Environmental Compliance; Hazardous Materials. The Property is not, and as of the Closing will not be, in violation of any federal, state, or local law, ordinance, or regulation relating to industrial hygiene or to the environmental conditions on, under, or about the Property including, but not limited to, soil and groundwater conditions. There are no Hazardous Materials (as defined below) present on the Property, other than As disclosed in that certain phase one environmental site assessment dated December 12, 1997 which is/are used in compliance with all applicable laws, ordinances, and regulations. Seller further warrants and represents that during the time in which Seller owned the Property, neither Seller nor, to the best of Seller's knowledge, any third party has used, generated, manufactured, produced, stored, or disposed of on, under, or about the Property or transported to or from the Property any Hazardous Materials in violation of applicable laws, ordinances, and regulations. Seller has not received notification of any proceeding or inquiry by any governmental authority with respect to the presence of Hazardous Materials on the Property or the migration of Hazardous Materials from or to the Property. There are no storage tanks located in or under the Property. The term "
