Common use of Environmental Compliance; Hazardous Materials Clause in Contracts

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 such Environmental Permit, except for where the failure to have, or be in compliance with, such Environmental Permits would not have a Sellers’ Material Adverse Condition. (d) The representations and warranties made in this Section 3.11 are the sole and exclusive representations and warranties of Sellers with respect to environmental matters.

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 Company, its assets, including the Landfill, and the Business are being operated in compliance with all Environmental Laws and Environmental Permits; (ii) To Sellers’ Knowledge, during the period that Sellers have the Company has operated the Xxxxxxxx Company 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 AssetsBusiness or the Company’s 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 locatedState of North Carolina, and Sellers are the Company is not listed as, nor have they has it been notified that any of them it is a “potentially responsible person” with respect to the AssetsLandfill, the operation of the Business or the Company’s other assets; and (iv) No Encumbrances with respect to a Release have been imposed against or on any of the Xxxxxxxx Company 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 AssetsCompany’s assets, (i) no Seller the Company has not 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 Sellersthe Company, (ii) there is no Proceeding pending or, to Sellers’ Knowledge, threatened against either the Sellers Company or the Assets any of its 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 the Company from continuing to operate the Business as presently conducted and operate and use the Assets Company’s assets for their intended purposes. (c) Schedule 3.11(c) contains a complete list of all of Sellerthe Company’s material Environmental Permits. Such Environmental Permits comprise all of the Environmental Permits required to operate the Assets required Business and the Company’s assets as currently operated, and Seller the Company is in compliance with each such Environmental Permit, except for where the failure to have, or be in compliance with, such Environmental Permits would not have a Sellers’ Material Adverse Condition. (d) The representations and warranties made in this Section 3.11 are the sole and exclusive representations and warranties of Sellers (or any Sellers under the Asset Purchase Agreement) as to the Company with respect to environmental matters.

Environmental Compliance; Hazardous Materials. (a) Except as set forth in Schedule 3.11(a) or for matters that would not not, individually or in the aggregate, reasonably be expected to have a Sellers’ Seller’s Material Adverse ConditionEffect: (i) To Sellers’ Seller’s Knowledge, the Assets are being operated in material compliance with all Environmental Laws and Environmental Permits; (ii) To Sellers’ Seller’s Knowledge, during the period that Sellers have Seller has 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 material 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 Seller is 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 not, individually or in the aggregate, reasonably be expected to have a Sellers’ Seller’s Material Adverse ConditionEffect, 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 (Ai) material violation of Environmental Law or (Bii) material 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 Seller. There is no Proceeding litigation nor any demand, claim or notice of violation pending or, to Sellers’ Seller’s Knowledge, threatened against either the Sellers Seller 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 Seller has obtained 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 Schedule 3.11(c) contains a complete list of all such Environmental Permit, except for where the failure to have, or be in compliance with, such Environmental Permits would not have a Sellers’ Material Adverse ConditionPermits. (d) The representations and warranties made in this Section 3.11 are the sole and exclusive representations and warranties of Sellers Seller with respect to environmental matters.

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’ Seller’s Knowledge, the Assets Company, its assets, including the Landfill, and the Business are being operated in compliance with all Environmental Laws and Environmental Permits; (ii) To Sellers’ Seller's Knowledge, during the period that Sellers have the Company has operated the Xxxxxxxx Company 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 AssetsBusiness or the Company's 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 locatedState of North Carolina, and Sellers are the Company is not listed as, nor have they has it been notified that any of them it is a “potentially responsible person” with respect to the AssetsLandfill, the operation of the Business or the Company’s other assets; and (iv) No Encumbrances with respect to a Release have been imposed against or on any of the Xxxxxxxx Company 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 AssetsCompany's assets, (i) no Seller the Company has not 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 Sellersthe Company, (ii) there is no Proceeding pending or, to Sellers’ Seller’s Knowledge, threatened against either the Sellers Company or the Assets any of its 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 the Company from continuing to operate the Business as presently conducted and operate and use the Assets Company’s assets for their intended purposes. (c) Schedule 3.11(c) contains a complete list of all of Sellerthe Company’s material Environmental Permits. Such Environmental Permits comprise all of the Environmental Permits required to operate the Assets required Business and the Company's assets as currently operated, and Seller the Company is in compliance with each such Environmental Permit, except for where the failure to have, or be in compliance with, such Environmental Permits would not have a Sellers’ ' Material Adverse Condition. (d) The representations and warranties made in this Section 3.11 are the sole and exclusive representations and warranties of Sellers Seller (or any Seller under the Asset Purchase Agreement) as to the Company with respect to environmental matters.

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’ Seller’s Knowledge, the Assets Company, its assets, including the Landfill, and the Business are being operated in compliance with all Environmental Laws and Environmental Permits; (ii) To Sellers’ Seller’s Knowledge, during the period that Sellers have the Company has operated the Xxxxxxxx Company 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 AssetsBusiness or the Company’s 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 locatedState of North Carolina, and Sellers are the Company is not listed as, nor have they has it been notified that any of them it is a “potentially responsible person” with respect to the AssetsLandfill, the operation of the Business or the Company’s other assets; and (iv) No Encumbrances with respect to a Release have been imposed against or on any of the Xxxxxxxx Company 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 AssetsCompany’s assets, (i) no Seller the Company has not 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 Sellersthe Company, (ii) there is no Proceeding pending or, to Sellers’ Seller’s Knowledge, threatened against either the Sellers Company or the Assets any of its 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 the Company from continuing to operate the Business as presently conducted and operate and use the Assets Company’s assets for their intended purposes. (c) Schedule 3.11(c) contains a complete list of all of Sellerthe Company’s material Environmental Permits. Such Environmental Permits comprise all of the Environmental Permits required to operate the Assets required Business and the Company’s assets as currently operated, and Seller the Company is in compliance with each such Environmental Permit, except for where the failure to have, or be in compliance with, such Environmental Permits would not have a Sellers’ Material Adverse Condition. (d) The representations and warranties made in this Section 3.11 are the sole and exclusive representations and warranties of Sellers Seller (or any Seller under the Asset Purchase Agreement) as to the Company with respect to environmental matters.