Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL. (c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries. (f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 4 contracts
Samples: Credit Agreement (Tupperware Brands Corp), Credit Agreement (Tupperware Brands Corp), Credit Agreement (Tupperware Brands Corp)
Environmental Compliance. Except Except, with respect to the Borrowing Base Properties, as disclosed and described in Schedule 6.09 attached hereto and, with respect to all Real Properties, where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where occurrence and/or existence of any of the failure or related circumstance described below otherwise following could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in material compliance with all applicable Environmental Laws and permitsLaws, there is no material violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties or the Businesses that could give rise to material liability of any Consolidated Party under any applicable Environmental Laws.
(b) None of the Real Properties contains, or or, to the Borrower’s best knowledge of the Consolidated Parties, has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a material violation of, or could give rise to material liability of any Consolidated Party under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan In the past five (5) years, no Consolidated Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in each case by or on behalf of any Consolidated Party in material violation of, or in a manner that could give rise to material liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary Consolidated Party is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other binding administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any SubsidiaryConsolidated Parties, the Real Properties, Properties or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release release, or threat of release release, of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary Consolidated Party in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to material liability of any Consolidated Party under Environmental Laws.
Appears in 4 contracts
Samples: Credit Agreement (Gaylord Entertainment Co /De), Credit Agreement (Gaylord Entertainment Co /De), Credit Agreement (Gaylord Entertainment Co /De)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each To the knowledge of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permitsCompany or any Subsidiaries, there is no violation of any Environmental Law Hazardous Material on, about, under or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously containedin, any Hazardous Materials atproperty, on real or under personal, in which the Real Properties in amounts Company or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received or has formerly had any written interest in an amount or verbal notice of, concentration which could constitute a violation that would result in a liability in excess of $25,000 or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, otherwise result in a liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard in excess of $25,000 to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties Company or any other location, in violation of, or in a manner that could give rise to liability under, Subsidiary under any applicable Environmental Law.
(eb) No judicial proceeding There is no (and has not been any) off-site use, handling, storage or governmental disposal or administrative action is pending on-site use, handling, storage or disposal of Hazardous Material at or from any locations currently or formerly owned, leased, operated or occupied by the Company or any Subsidiary as a result of which use, handling, storage or disposal the Company could incur a material liability or obligation under any applicable Environmental Law.
(c) Neither the Company nor any Subsidiary has received any verbal or written notice, citation, subpoena, summons, complaint or other correspondence or communication from any person with respect to the presence of any non-indigenous Hazardous Material upon, into, beneath, or emanating from or affecting any of the real property (including improvements) currently or formerly owned or occupied by the Company that could result in a liability to the Company or any Subsidiary in excess of $25,000.
(d) There has been no intentional or unintentional, gradual or sudden, release, disposal or discharge by the Company or, to the Company's knowledge, by others, upon, into or beneath the real property (including improvements) currently or formerly owned or occupied by the Company or any Subsidiary that has caused or is causing soil or groundwater contamination which, under applicable Environmental Laws could require investigation or remediation or could otherwise create a material liability or obligation on the part of the Company or any Subsidiary.
(e) The Company and its Subsidiaries are in material compliance with all applicable Environmental Laws, has received all required Environmental Permits and is in material compliance with the terms and conditions of all Environmental Permits.
(f) To the best knowledge of the Responsible Officers of the BorrowerCompany and its Subsidiaries after reasonable inquiry, threatened, there are no Liens arising under or pursuant to any Environmental Law ("Environmental Liens") relating to which any real property (including improvements thereon) currently owned by the Borrower Company or any Subsidiary is Subsidiary.
(g) There are no (i) underground storage tanks, (ii) polychlorinated biphenyl containing equipment or will be named as a party(iii) asbestos-containing materials at any site currently owned, nor are there any consent decrees operated or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to leased by the Borrower Company or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary except in connection compliance with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under all applicable Environmental Laws.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Caliber Learning Network Inc), Preferred Stock Purchase Agreement (Caliber Learning Network Inc), Preferred Stock Purchase Agreement (Caliber Learning Network Inc)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectSeller represents that:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been Seller is not in compliance with all applicable Environmental Laws and permits, there is no violation of any federal, state or local laws, statutes, codes, ordinances, rules, regulations, permits or orders relating to or addressing the environment, heath, waste or safety (collectively, “Environmental Law Laws”), which shall include, but not be limited to, the use, handling or permit with respect to the Real Properties or the businesses disposal of the Borrower record keeping, notification and its Subsidiariesrecording requirements respecting any pollutant, hazardous substance, radioactive substance, toxic substance, solid waste, hazardous waste, medical waste, radioactive waste, special waste, petroleum or petroleum derived substance or waste, asbestos, or any hazardous or toxic constituent thereof (collectively “Hazardous Substance”) or work place or worker safety and there health, nor have they received any written notices alleging that they are no conditions in violation of any such Environmental Laws; nor are they subject to any administrative or judicial proceeding alleging any violation of any such Environmental Laws, federal, state or local laws, statutes, codes, ordinances, rules, regulations, permits relating to the Real Properties environment, health, medical waste or the Businesses that could give rise to liability under any applicable Environmental Lawssafety.
(b) None There is no pending lawsuit or administrative proceeding or, to Seller’s knowledge, threatened claim alleging that Seller is liable under any Environmental Law, including, without limitation, any Environmental Law related to the on-site or off-site disposal of the Real Properties containsHazardous Substances. Seller has not received written notice from any person, including but not limited to any federal, state, or local governmental agency, alleging that Seller is liable under any applicable Environmental Law, including without limitation, any Environmental Law, related to the Borrower’s knowledge has previously contained, any on-site or off-site disposal of Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLSubstances.
(c) Neither any Loan Party nor any of its Subsidiaries is undertakingTo Seller’s knowledge, and has not completedthere have been no releases, either individually spills or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal discharges of Hazardous Materials at any site, location Substances on or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to underneath any of the Real Properties or real property leased by Seller which are the Businessesresponsibility of Seller, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have and Seller has not been transported or disposed of from the Real PropertiesHazardous Substances on, or generated, treated, stored or disposed of at, on at or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Lawsuch properties.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 3 contracts
Samples: Asset Purchase Agreement (ABT Holdings, Inc.), Asset Purchase Agreement (ABT Holdings, Inc.), Asset Purchase Agreement (CRC Crystal Research Corp)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could would be reasonably likely to give rise to liability under any applicable Environmental LawsLiability.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could would be reasonably likely to give rise to liability under, any Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLiability.
(c) Neither any Loan Party the Borrowers nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or Restricted Subsidiary (excluding the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary ETMC JV) has received any written or verbal notice of, or inquiry from any Governmental Authority that is outstanding or unresolved regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Borrowers or any Restricted Subsidiary (excluding the ETMC JV) in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental LawLiability.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower Borrowers or any Restricted Subsidiary (excluding the ETMC JV) is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrowers, any SubsidiaryRestricted Subsidiary (excluding the ETMC JV), the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower Borrowers or any Restricted Subsidiary (excluding the ETMC JV) in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could would be reasonably likely to give rise to liability under any Environmental LawsLiability.
Appears in 3 contracts
Samples: Abl Credit Agreement (Ardent Health Partners, LLC), Amendment and Restatement Agreement (Ardent Health Partners, LLC), Abl Credit Agreement (Ardent Health Partners, LLC)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Business Facilities and all operations at the Real Properties Business Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Business Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Business Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Business Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Business Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Business Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesBusiness Facilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Business Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Loan Party, any Subsidiary, the Real Properties, Business Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesBusiness Facilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower any Loan Party or any Subsidiary in connection with the Real Properties Business Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 3 contracts
Samples: Credit Agreement (Intuity Medical, Inc.), Credit Agreement (Venus Concept Inc.), Credit Agreement (Veracyte, Inc.)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, of Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or or, threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 3 contracts
Samples: Credit Agreement (Armstrong World Industries Inc), Credit Agreement (Armstrong World Industries Inc), Credit Agreement (Armstrong World Industries Inc)
Environmental Compliance. Except in each case as where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where existence and/or occurrence of any of the failure or related circumstance described below otherwise following could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each All of the Real Properties Estate and all operations at the Real Properties Estate are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permitsLaws, there is no violation of any Environmental Law or permit with respect to the Real Properties Estate or the businesses of the Borrower and its Subsidiariesoperations conducted thereon, and there are no conditions relating to the Real Properties Estate or the Businesses operations conducted thereon that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, Estate contains any Hazardous Materials at, on or under the Real Properties Estate in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually No Obligor or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Restricted Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding that remains unresolved or is currently outstanding with regard to, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Estate or the Businessesoperations conducted thereon, nor does any Responsible Senior Officer of any Obligor or Restricted Subsidiary or the Borrower general partner of any Obligor or Restricted Subsidiary have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesEstate, or generated, treated, stored or disposed of at, on or under any of the Real Properties Estate or any other location, in each case by or on behalf of any Obligor or Restricted Subsidiary in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Senior Officers of Obligors and their Restricted Subsidiaries or the Borrowergeneral partner of any Obligor or Restricted Subsidiary, threatened, under any Environmental Law to which the Borrower any Obligor or any Restricted Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower any Obligor or any SubsidiaryRestricted Subsidiaries, the Real Properties, Estate or the businesses of the Borrower and its Subsidiariesoperations conducted thereon.
(f) There has been no release Environmental Release, or threat of release Environmental Release, of Hazardous Materials at or from the Real PropertiesEstate, or arising from or related to the operations (including, without limitation, including disposal) of the Borrower any Obligor or any Restricted Subsidiary in connection with the Real Properties Estate or otherwise in connection with the businesses of the Borrower and its Subsidiariesoperations conducted thereon, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 3 contracts
Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.), Credit Agreement (Calumet Specialty Products Partners, L.P.), Credit Agreement (Calumet Specialty Products Partners, L.P.)
Environmental Compliance. Except where the Borrower or its Subsidiaries as would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could would reasonably be expected to give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability compliance or potential liability Environmental Liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Credit Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerCredit Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersorders of Governmental Authorities, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or or, threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could would reasonably be expected to give rise to liability under Environmental Laws.
Appears in 3 contracts
Samples: Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each To the Contributors' Knowledge, except as may be disclosed in the Disclosure Schedule or the environmental reports listed therein (the "Environmental Reports") (true and correct copies of which have been made available to the Real Properties and all operations at Operating Partnership), the Real Properties are and, for the past 3 years, have been currently in compliance with all applicable Environmental Laws and permitsEnvironmental Permits. The Contributors have not received any written notice from the United States Environmental Protection Agency or any other federal, there is no state, county or municipal entity or agency that regulates Hazardous Materials or public health risks or other environmental matters or any other private party or Person claiming any violation of of, or requiring compliance with, any Environmental Law Laws or permit Environmental Permits or demanding payment or contribution for any Release or other environmental damage in, on, under, or upon any of the Properties. To the Contributors' Knowledge, no investigation or litigation with respect to Hazardous Materials located in, on, under or upon any of the Real Properties is pending or has been overtly threatened in the last twelve months by any Governmental Entity or any third party. To Contributors' Knowledge, except as may be disclosed in the Disclosure Schedule or the Environmental Reports, no environmental conditions exist at, on, under, upon or affecting the Properties or the businesses of the Borrower and its Subsidiariesany portion thereof that would reasonably be likely to result in any material claim, and there are no conditions relating to the Real Properties liability or the Businesses that could give rise to liability obligation under any applicable Environmental LawsLaws or Environmental Permit or any material claim by any third party.
(b) None To the Contributors' Knowledge, except as may be disclosed in the Disclosure Schedule or the Environmental Reports, (i) there are no underground storage tanks, PCB-containing equipment, asbestos containing materials, lead based paints, or dry cleaning facilities situated in, on, under, upon or affecting any of the Real Properties, (ii) there has not been any Release of any reportable quantities of Hazardous Materials at the Properties containsin violation of any Environmental Laws or Environmental Permits, and (iii) the Partnerships have not stored, transported, disposed of or treated, or to arranged for the Borrower’s knowledge has previously containedtransportation, disposal or treatment of, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, portion thereof except in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law compliance with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under all Environmental Laws.
Appears in 3 contracts
Samples: Contribution Agreement (Maguire Properties Inc), Contribution Agreement (Maguire Properties Inc), Contribution Agreement (Maguire Properties Inc)
Environmental Compliance. Except where (a) The Borrower is not the subject of any pending or to the knowledge of the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foodsany Responsible Officer, Inc. with respect thereto or where threatened Environmental Claim, the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected Borrower is not subject to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation of any order pursuant to any Environmental Law or permit with respect Law, and to the Real Properties or the businesses knowledge of the Borrower and its Subsidiaries, and there are no conditions relating facts or circumstances that are reasonably likely to the Real Properties result in any material Environmental Claim or the Businesses that could give rise any order pursuant to liability under any applicable Environmental LawsLaw.
(b) None The Borrower is not in violation of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, applicable Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or in any of its Subsidiaries is listed or proposed for listing on the NPLmaterial respect.
(c) Neither any Loan Party nor any The Borrower has obtained all material Environmental Permits necessary for the use, occupancy and operation of its Subsidiaries is undertakingthe Properties owned or leased by it or to be acquired by it pursuant to an Acquisition, such Environmental Permits are in full force and effect in all material respects, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor is not in violation of such Environmental Permits in any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedmaterial respect.
(d) Hazardous Materials have The Borrower (i) is not been transported the subject of any pending or disposed of from the Real Propertiesits knowledge threatened Governmental Proceeding by or before any Governmental Authority seeking to revoke, terminate or generated, treated, stored or disposed of at, impose any material limitation on or under any of the Real Properties Environmental Permits and (ii) has not received any written notice from any Governmental Authority of any non-compliance with or violation of any other locationmaterial Environmental Permit that, if left uncured, would be reasonably expected to result in violation of, the revocation or in a manner that could give rise to liability under, any applicable termination of such Environmental LawPermit.
(e) No judicial proceeding There has been no Release of Hazardous Material at or governmental from any Property by the Borrower, any other person including any of its predecessors in interest or administrative action is pending any tenants thereof or, to the best knowledge of the Responsible Officers Borrower during the period of ownership, lease, operation or occupation by the Borrower, threatened, under any Environmental Law to which the Borrower of its predecessors in interest or any Subsidiary is or will be named as a partytenants thereof, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from any real property formerly owned, leased, operated or occupied by the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its SubsidiariesBorrower, in violation of or each case in amounts or in a manner requiring investigation or remediation under any Environmental Law or that could reasonably be expected to give rise to any material liability under Environmental Laws.
(f) The Borrower is not conducting or funding any investigation or remediation of any release of Hazardous Material.
(g) The Borrower does not own or operate and has not owned or operated, any underground storage tanks that are used for or have been used for the storage, treatment or disposal of any Hazardous Material.
Appears in 3 contracts
Samples: Credit Agreement (Cig Wireless Corp.), Credit Agreement (Cig Wireless Corp.), Credit Agreement (Cig Wireless Corp.)
Environmental Compliance. Except where the Borrower or its Subsidiaries as would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower GFI nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedthreatened in writing.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf of GFI or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower GFI or any Subsidiary is or (to such knowledge) will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or GFI, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or or, threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, including disposal) of the Borrower GFI or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 3 contracts
Samples: Credit Agreement (GFI Group Inc.), Credit Agreement (GFI Group Inc.), Credit Agreement (GFI Group Inc.)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties The Company and all operations at the Real Properties any Property owned or operated by it are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and have obtained and are in compliance with all permits, there licenses, and other authorizations required under any Environmental Law. There is no past or present event, condition, or circumstance that is likely to interfere with the conduct of the business of the Company in the manner now conducted relating to such entity's compliance with Environmental Laws or constitute a material violation of thereof or which would have a Material Adverse Effect;
(b) The Company does not now or has not leased, operated, owned, or exercised managerial functions at any Environmental Law facilities or permit real property with respect to the Real Properties which such entity, facility, or the businesses of the Borrower and its Subsidiariesreal property is subject to any actual proceeding under any Environmental Law, and there are no conditions relating to the Real Properties Company is not aware of any facts or the Businesses circumstances that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted such a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.proceeding;
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually there are no actions or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is proceedings pending or, to the best knowledge Knowledge of the Responsible Officers Company, threatened against the Company under any Environmental Law, and the Company has not received any notice (whether from any regulatory body or private person) of any violation, or potential or threatened violation, of any Environmental Law;
(d) there are no actions or proceedings pending or, to the Knowledge of the BorrowerCompany, threatened, threatened under any Environmental Law to which involving the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials any Polluting Substances at or from on (i) any property currently or in the Real Propertiespast owned, operated, or arising from leased by the Company or related over which the Company exercised managerial functions; or (ii) at any property where Polluting Substances generated by the Company have been disposed;
(e) there is no Property for which the Company is or was required to obtain any permit under an Environmental Law to construct, demolish, renovate, occupy, operate, or use such property or any portion of it;
(f) to the operations Company's Knowledge, the Company has not generated any Polluting Substances;
(including, without limitation, disposalg) there has been no release of Polluting Substances by the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, Company in violation of any Environmental Law which would require any report or notification to any governmental or regulatory authority in amounts or on any property;
(h) neither the Company nor any property is subject to investigation or, to the Knowledge of the Company, threatened or pending litigation by federal, state, or local officials or a private litigant as a result of any previous on-site management, treatment, storage, release, or disposal of Polluting Substances or exposure to any Polluting Substances;
(i) there are no underground or above ground storage tanks on or under any property which are not in a manner that could give rise to liability under conformity with any Environmental Law and any property previously containing such tanks has been remediated in compliance with all Environmental Laws; and
(j) to the Knowledge of the Company, there is no asbestos containing material on any Property owned or operated by the Company.
Appears in 3 contracts
Samples: Plan of Reorganization and Merger Agreement (P D C Innovative Industries Inc), Plan of Reorganization and Merger Agreement (P D C Innovative Industries Inc), Plan of Reorganization and Merger Agreement (P D C Innovative Industries Inc)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, Facilities contains any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower Company nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Company or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower Company or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Company, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower Company or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Brady Corp), Credit Agreement (Brady Corp)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each Credit Party will, and will cause its Subsidiaries to: (i) comply in all material respects with all Environmental Laws and Environmental Permits applicable to their business, operations and Real Property; (ii) obtain and maintain in full force and effect all material Environmental Permits applicable to its business, operations and Real Property; and (iii) conduct all response, investigation, remediation, cleanup or monitoring activity required by any applicable Environmental Laws, and in accordance with, the requirements of any Governmental Authority having jurisdiction and applicable Environmental Laws, unless in the case of this clause (iii) such requirement is being contested in good faith and by proper proceedings and as to which such Credit Party has maintained adequate reserves with respect thereto in accordance with GAAP.
(b) Each Credit Party will, and will cause its Subsidiaries to, do or cause to be done all things required by Environmental Laws to prevent any Release of Hazardous Materials in, on, at, under, to or from any Real Property owned, leased or operated by any of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been Credit Parties or their Subsidiaries except in full compliance with all applicable Environmental Laws or an Environmental Permit, and permitsensure that there shall be no Hazardous Materials in, there is no violation of on, at, under or from any Environmental Law Real Property owned, leased or permit with respect to the Real Properties or the businesses operated by any of the Borrower Credit Parties or their Subsidiaries except those that are present, used, stored, handled and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any managed in material compliance with applicable Environmental Laws.
(bc) None Each Credit Party will, and will cause its Subsidiaries to, undertake all actions, including response, investigation, remediation, cleanup or monitoring actions, necessary, at the sole cost and expense of the Real Properties contains, or Credit Parties: (i) to the Borrower’s knowledge has previously contained, address any Release of Hazardous Materials in, on, at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently to or formerly owned from any Real Property owned, leased or operated by the Loan Party or any of its the Credit Parties or their Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or as required pursuant to any Governmental Authority Environmental Law or the requirements of any governmental or regulatory authority; (ii) to address as may be required by Environmental Law any environmental conditions relating to any Credit Party, Subsidiary, or their respective business or operations or to any Real Property of the Credit Parties or their Subsidiaries; (iii) to keep any Real Property by any of the Credit Parties or their Subsidiaries free and clear of all Liens and other encumbrances pursuant to any Environmental Law. Neither ; and (iv) to promptly notify Administrative Agent in writing of: (1) any material Release or threatened Release of Hazardous Materials in, on, at, under, to, or from any Real Property owned, leased or operated by any of the Borrower nor Credit Parties or their Subsidiaries, except those that are pursuant to and in compliance with the terms and conditions of an Environmental Permit, (2) any Subsidiary has received any written material non-compliance with, or verbal notice violation of, any Environmental Law applicable to any Credit Party or inquiry Subsidiary, any Credit Party’s or Subsidiary’s business and any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries, (3) any Lien pursuant to Environmental Law imposed on any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries, (4) any response, investigation, remediation, cleanup or monitoring activity at any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries required to be undertaken pursuant to Environmental Law, and (5) any notice or other communication received by any Credit Party from any Governmental Authority regarding person or governmental or regulatory authority relating to any violation, alleged violation, non-compliance, material Environmental Claim or material liability or potential liability regarding environmental matters of any Credit Party or compliance with Environmental Laws with regard Subsidiary pursuant to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.Environmental Law.
(d) If a Default caused by reason of a breach of Section 7.14 or this Section 8.06 shall have occurred and is not reasonably curable within 30 days or shall be continuing for more than 30 days without the Credit Parties commencing activities reasonably likely to cure such Default, the Credit Parties shall, at the written request of Administrative Agent, (i) provide to Administrative Agent within 45 days after such request, at the expense of the Credit Parties, an environmental assessment report regarding the matters which are the subject of such Default, including, where appropriate, any soil or groundwater sampling, prepared by a nationally recognized environmental consulting firm reasonably acceptable to Administrative Agent and in the form and substance reasonably acceptable to Administrative Agent and evaluating the presence or absence of Hazardous Materials and the estimated cost of any compliance or response action to address such Default and findings; (ii) promptly undertake all actions required by applicable Environmental Law to address any non-compliance with or violation of Environmental Law; (iii) promptly undertake all response actions required by Environmental Laws to address any recognized environmental conditions identified in the environmental assessment report to the reasonable satisfaction of Administrative Agent; and (iv) permit Administrative Agent and its representatives to have not been transported access to all Real Property and all facilities owned, leased or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under operated by any of the Real Properties or any other locationCredit Parties and their Subsidiaries which are the subject of such Default for the purpose of conducting such environmental audits and testing as is reasonably necessary, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge including subsurface sampling of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiarysoil and groundwater, the Real Properties, or cost for which shall be payable by the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.Credit Parties.
Appears in 2 contracts
Samples: Credit Agreement (Goodness Growth Holdings, Inc.), Credit Agreement (Goodness Growth Holdings, Inc.)
Environmental Compliance. Except where the Borrower or its Subsidiaries as would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could would reasonably be expected to give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability compliance or potential liability Environmental Liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersorders of Governmental Authorities, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or or, threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could would reasonably be expected to give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/)
Environmental Compliance. Except where Seller has at all times prior to the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where date of this Agreement and prior to the failure or related circumstance described below otherwise could not, individually or Closing Date complied in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance material respects with all applicable Environmental Laws both in respect of the Business as carried on from time to time and permitsin respect of any of the facilities at which the Business is now conducted or at which any Purchased Assets are located (each, there a “Facility”) and any prior facility or site at which the Business or at which any Purchased Assets have been located (each, a “Prior Facility”). Seller is no not aware of any circumstances that may cause Seller to be in material non-compliance or violation of any Environmental Law or permit Laws and Seller is not aware of any circumstances affecting the Business that would reasonably be expected to justify the imposition of any requirement by a competent authority in accordance with respect to the Real Properties or the businesses of the Borrower such authority’s powers and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or obligations under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of which would, if the properties currently requirement were not complied with, result in there being a material non-compliance or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements violation of any Environmental LawLaws. Neither the Borrower nor any Subsidiary has received any written or verbal notice ofThere are no past, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerSeller’s knowledge, threatenedthreatened proceedings, claims or actions against Seller brought under any Environmental Law Laws before any court, arbitrator or other body which have had or which would, in the event of a judgment, decision, ruling or order being unfavorable to which Seller, have a Material Adverse Effect on the Borrower Business or any Subsidiary is of the Purchased Assets. To Seller’s knowledge, no part of any Facility or will be named as any Prior Facility has been contaminated (whether by the deposit, spillage, disposal, discharge, release or leaching) in any material respect by any Hazardous Substances that represents a party, nor are there any consent decrees material hazard to health or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiariesenvironment.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (I Many Inc), Asset Purchase Agreement (Neoforma Inc)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Business Facilities and all operations at the Real Properties Business Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Business Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Business Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Business Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Business Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Business Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesBusiness Facilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Business Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatenedthreatened in writing, under any Environmental Law to which the Borrower any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Loan Party, any Subsidiary, the Real Properties, Business Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesBusiness Facilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower any Loan Party or any Subsidiary in connection with the Real Properties Business Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Establishment Labs Holdings Inc.), Credit Agreement (Establishment Labs Holdings Inc.)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each To the knowledge of the Real Properties and Responsible Officers of the Loan Parties, (i) all operations at the Real Properties Facilities and each of the Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permitsLaws, (ii) there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and (iii) there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None To the knowledge of the Real Properties Responsible Officers of the Loan Parties, none of the Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal to the knowledge of the Responsible Officers of the Loan Parties, oral notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatenedthreatened in writing, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There To the knowledge of the Responsible Officers of the Loan Parties, there has been no release or or, threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Prometheus Laboratories Inc), Credit Agreement (Prometheus Laboratories Inc)
Environmental Compliance. Except where the Borrower (i) in connection with or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Development Program, the Real Properties Property or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties containsTransferred Assets, no notice, notification, demand, request for information, citation, summons or to the Borrower’s knowledge order has previously containedbeen received, any Hazardous Materials atno complaint has been filed, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation ofno penalty has been assessed and no investigation, or could give rise to liability underaction, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertakingclaim, and has not completedsuit, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action review is pending or, to the best knowledge of the Responsible Officers of the BorrowerAradigm, threatened, under threatened by any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees Governmental Authority or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law Person with respect to any matters relating to or arising out of any Environmental Law;
(ii) there are no liabilities arising in connection with or in any way relating to the Borrower Transferred Assets or the Development Program of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Law, and, to the knowledge of Aradigm, there are no facts, events, conditions, situations or set of circumstances which could reasonably be expected to result in or be the basis for any such liability;
(iii) to the knowledge of Aradigm, none of the Real Property or property now or previously owned, leased or operated by Aradigm or any Subsidiaryproperty to which Hazardous Substances located on or resulting from the use of any Transferred Asset have been transported or any property to which Aradigm has, directly or indirectly, transported or arranged for the Real Propertiestransportation of any Hazardous Substances is listed or, to the knowledge of Aradigm, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup; and
(iv) Aradigm is in compliance with all Environmental Laws and has been and is in compliance with all Environmental Permits; such Environmental Permits are valid and in full force and effect and assuming the businesses related Required Consents and Other Consents have been obtained prior to the Closing Date, are transferable and will not be terminated or impaired or become terminable as a result of the Borrower and its SubsidiariesTransactions.
(fb) There has been no release environmental investigation, study, audit, test, review or threat of release of Hazardous Materials other analysis conducted which Aradigm has in its possession in relation to any Transferred Asset or Real Property which has not been delivered to Novo Nordisk at or from the Real Properties, or arising from or related least 10 Business Days prior to the operations date hereof; provided that, as to any such investigation, study, audit, test, review or other analysis of which Aradigm has knowledge, Aradigm shall use its best efforts to obtain and provide to Novo Nordisk such investigation, study, audit, test, review or other analysis.
(including, without limitation, disposalc) None of the Borrower Transferred Assets is located in New Jersey or Connecticut.
(d) For purposes of this Section 3.20, the term “Aradigm” shall include any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiariesentity which is, in violation of whole or in amounts or in part, a manner that could give rise to liability under Environmental Lawspredecessor of Aradigm.
Appears in 2 contracts
Samples: Restructuring Agreement (Aradigm Corp), Restructuring Agreement (Aradigm Corp)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of Company Entity is, and has been since the Real Properties and all operations at the Real Properties are andLookback Date, for the past 3 years, have been in compliance in all material respects with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Each Company Entity possesses and is in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, compliance in all material respects with all Environmental Laws Permits required by all applicable Environmental Laws. All such Environmental Permits are in full force and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLeffect.
(c) Neither (i) No written notice of violation, order, request for information, indemnity obligation, claim, complaint or penalty has been received by Seller or any Loan Party nor any of its Subsidiaries is undertakingCompany Entity with respect to the Company Entities' business, and (ii) there are no Legal Proceedings pending or, to Seller's Knowledge, threatened against any Company Entity, in the case of each of (i) and (ii), that alleges a material violation of or Liability under any Environmental Law by any Company Entity that has not completedbeen settled, either individually dismissed, paid or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedotherwise resolved.
(d) Hazardous Materials have not been transported Neither Seller nor any Company Entity has received any written notice from a Governmental Authority that any Company Entity is (i) in material violation of any Environmental Laws or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or (ii) subject to any material Liability arising under any of the Real Properties Environmental Laws or any other locationmaterial environmental investigation, in violation of, remediation or in a manner that could give rise corrective obligation relating to liability under, any applicable Environmental LawCompany Entity or any Leased Real Property.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge There have been no Releases at any Leased Real Property of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named Hazardous Substances as a party, nor are there result of any consent decrees operations or other decrees, consent orders, administrative orders activities of any Company Entity or other orders, their contractors or other administrative or judicial requirements outstanding third party operators so as to give rise to any material Liability under Environmental Laws for any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its SubsidiariesCompany Entity.
(f) There has been no release No Hazardous Substances are present at, on, in or threat of release of Hazardous Materials at or from the under any Leased Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower Property or any Subsidiary real property formerly owned or leased by any Company Entity in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in material violation of or in amounts or in a manner that could give rise to liability under applicable Environmental Laws.
(g) No real property currently or formerly owned, operated or leased by any Company Entity is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list.
(h) The Company has made available to Purchasers copies of all environmental reports, audits, studies and assessments that are in the possession, custody or control of Seller or any of its Affiliates pertaining to Releases, compliance or non-compliance with Environmental Laws or the presence of, or exposure to, Hazardous Substances, in each case, with respect to any Company Entity.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Utz Brands, Inc.), Stock Purchase Agreement (Utz Brands, Inc.)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each To the best of the Real Borrowees knowledge, all real property leased, owned, controlled or operated by the Companies (the "Properties") and their existing and, to the best of the Borrower's knowledge, prior uses and activities thereon, including, but not limited to, the use, maintenance and operation of each of the Properties and all operations activities in conduct of business related thereto comply and have at the Real Properties are and, for the past 3 years, have been all times complied in compliance all material respects with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties containsCompanies, or and to the best of the Borrower’s knowledge 's knowledge, no previous owner, tenant, occupant or user of any of the Properties or any other Person, has previously containedengaged in or permitted any operations or activities upon any of the Properties for the purpose of or in any way involving the handling, manufacture, treatment, storage, use, generation, release, discharge, refining, dumping or disposal of a material amount of any Hazardous Materials at, on the removal of which is required or under the Real Properties in amounts maintenance of which is prohibited or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLpenalized.
(c) Neither any Loan Party nor To the best of the Borrower's knowledge, no Hazardous Material has been or is currently located in, on, under or about any of its Subsidiaries is undertaking, and has not completed, either individually the Properties in a manner which materially violates any Environmental Law or together with other potentially responsible parties, which requires cleanup or corrective action of any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of kind under any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported No notice of violation, lien, complaint, suit, order or disposed other notice or communication concerning any alleged violation of from the Real Propertiesany Environmental Law in, on, under or generated, treated, stored or disposed of at, on or under about any of the Real Properties has been received by any Company or, to the best of the Borrower's knowledge, any prior owner or occupant of any of the Properties which has not been fully satisfied and complied with in a timely fashion so as to bring such Property into full compliance with all Environmental Laws.
(e) The Companies have all permits and licenses required under any Environmental Law to be issued to them by any Governmental Authority on account of any or all of its activities on any of the Properties, except to the extent that the absence of any such permit or license could have a Material Adverse Effect, and are in material compliance with the terms and conditions of such permits and licenses. To the best of the Borrower's knowledge, no change in the facts or circumstances reported or assumed in the application for or granting of such permits or licenses exist, and such permits and licenses are in full force and effect.
(f) No portion of any of the Properties has been listed, designated or identified in the National Priorities List (NPL) or the CERCLA information system (CERCLIS), both as published by the United States Environmental Protection Agency, or any other locationsimilar list of sites published by any Federal, in violation ofstate or local authority proposed for or requiring cleanup, or in a manner that could give rise to liability under, remedial or corrective action under any applicable Environmental Law.
(eg) No judicial proceeding or governmental or administrative action The Borrower, at its expense, has provided (or, if indicated on Schedule 4.20, will provide within the period specified thereon) prior to the first Advances after the date hereof to the Agent and the Lenders a "Phase One" site assessment for each of the Properties designated by the Lenders (including those designated on Schedule 4.20 and required as a condition to the execution of this Agreement under Section 3.01), including all owned Properties (collectively the "Environmental Site Assessments"), prepared by an environmental consulting firm of national reputation reasonably satisfactory to the Lenders, together with a letter (to the extent that Borrower is pending orable to obtain such letter, after using commercially reasonable efforts), from such firm to the Agent authorizing the Agent and the Lenders to rely thereon. Each of the Environmental Site Assessments provided to the Agent and the Lenders is, to the best knowledge of the Responsible Officers of the Borrower's knowledge, threatenedtrue and accurate in all material respects. In addition, under any Environmental Law to which the Borrower or any Subsidiary is or has provided (or, if indicated on Schedule 4.20, will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect provide within the period specified thereon) to the Borrower or any Subsidiary, Agent and the Real Properties, or Lenders true and accurate responses to the businesses Agent's Environmental Questionnaire as to each of the Borrower and its Subsidiariesother Properties.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Acme Intermediate Holdings LLC), Credit Agreement (Acme Television LLC)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise for matters that could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permitsLaws, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan No Consolidated Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in each case by or on behalf of any Consolidated Party in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary Consolidated Party is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any SubsidiaryConsolidated Parties, the Real Properties, Properties or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release release, or threat of release release, of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary Consolidated Party in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Ameron International Corp), Credit Agreement (Ameron International Corp)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in material compliance with all applicable Environmental Laws Laws, and permits, there is no material violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or or, to the Borrower’s knowledge of the Loan Parties, has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a material violation of, or could give rise to material liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, material violation or material non-compliance, liability or potential liability compliance regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in material violation of, or in a manner that could would be reasonably likely to give rise to material liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Loan Party, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There To the knowledge of the Loan Parties, there has been no release or or, threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, including disposal) of the Borrower any Loan Party or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Providence Service Corp), Credit and Guaranty Agreement (Providence Service Corp)
Environmental Compliance. Except as set forth in Part 2.13 of Annex 3 hereto:
(a) Compliance - each of the Company and the Subsidiaries is in compliance with all Environmental Protection Laws in effect in each jurisdiction where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foodsit is presently doing business, Inc. with respect thereto or where and in which the failure or related circumstance described below otherwise so to comply could notbe reasonably expected to have a Material Adverse Effect;
(b) Liability - neither the Company nor any of the Subsidiaries is subject to any liability under any Environmental Protection Laws that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are ; and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or Notices - neither the requirements of any Environmental Law. Neither the Borrower Company nor any Subsidiary has received any written or verbal any
(i) notice of, or inquiry from any Governmental Authority regarding by which any violationof its present or previously-owned or leased real Properties has been designated, alleged violationlisted, nonor identified in any manner by any Governmental Authority charged with administering or enforcing any Environmental Protection Law as a Hazardous Substance disposal or removal site, "Super Fund" clean-complianceup site, liability or potential liability regarding environmental matters candidate for removal or compliance with Environmental Laws with regard closure pursuant to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.Environmental Protection Law,
(dii) Hazardous Materials have not been transported notice of any Lien arising under or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under in connection with any of the Real Properties or Environmental Protection Law that has attached to any other location, in violation revenues of, or in a manner that could give rise to liability underto, any applicable Environmental Law.of its owned or leased real Properties, or
(eiii) No judicial proceeding or governmental or administrative action is pending orsummons, to the best knowledge of the Responsible Officers of the Borrowercitation, threatenednotice, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a partydirective, nor are there any consent decrees or other decrees, consent orders, administrative orders or other ordersletter, or other administrative communication, written or judicial requirements outstanding under oral, from any Environmental Law with respect to Governmental Authority concerning any intentional or unintentional action or omission by the Borrower Company or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any such Subsidiary in connection with its ownership or leasing of any real Property resulting in the Real Properties releasing, spilling, leaking, pumping, pouring, emitting, emptying, dumping, or otherwise disposing of any Hazardous Substance into the environment resulting in connection with any material violation of any Environmental Protection Law, in each case where the businesses effect of the Borrower and its Subsidiariesmatters that are the subject of any such notice, in violation of summons, citation, directive, letter or in amounts or in other communication could reasonably be expected to have a manner that could give rise to liability under Environmental LawsMaterial Adverse Effect.
Appears in 2 contracts
Samples: Note Purchase Agreement (Birmingham Steel Corp), Note Purchase Agreement (Birmingham Steel Corp)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each To the knowledge of the Real Properties Responsible Officers of Borrower, each of the facilities and real properties owned, leased or operated by any Consolidated Party (the “Facilities”) and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws in all material respects and permits, there is no violation of any Environmental Law or permit in any material respect with respect to the Real Properties Facilities or the businesses of operated by any Consolidated Party at such time (the Borrower and its Subsidiaries“Businesses”), and there are no conditions relating to the Real Properties Facilities or the Businesses that could are likely to give rise to liability under any applicable Environmental Laws.
(b) None To the knowledge of the Real Properties Responsible Officers of Borrower, none of the Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials Substances at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, applicable Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan To the knowledge of the Responsible Officers of Borrower, no Consolidated Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) To the knowledge of the Responsible Officers of Borrower, Hazardous Materials Substances have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities, in each case by or on behalf of any other location, Consolidated Party in violation of, or in a manner that could is likely to give rise to liability under, any applicable Environmental Law.
(e) No To the knowledge of the Responsible Officers of Borrower, no judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, or threatened, under any Environmental Law to which the Borrower or any Subsidiary Consolidated Party is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any SubsidiaryConsolidated Party, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There To the knowledge of the Responsible Officers of Borrower, there has been no release or threat of release of Hazardous Materials Substances at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, including disposal) of the Borrower any Credit Party or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could is likely to give rise to liability under any applicable Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Omega Healthcare Investors Inc), Credit Agreement (Omega Healthcare Investors Inc)
Environmental Compliance. Except where as set forth on Schedules 6.20(d) or as specifically set forth in any written environmental site assessment reports provided to the Borrower Agent on or its Subsidiaries would have an indemnity claim against Kraft Foodsbefore the date hereof, Inc. or in the case of Eligible Real Estate Asset acquired after the date hereof, the environmental site assessment reports with respect thereto provided to the Agent, if any, makes the following representations and warranties:
(a) None of the Borrowers, their respective Subsidiaries, nor to the knowledge and belief of Borrowers, any operator of the Real Estate, nor any tenant or where the failure operations thereon, is in violation, or related circumstance described below otherwise alleged violation, of any Environmental Law, which violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties containsBorrowers nor any of their respective Subsidiaries has received notice from any third party including, without limitation, any federal, state or local governmental authority, (i) that it has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 000 Xxxxxxxx X (1986); (ii) that any Hazardous Substance(s) which it has generated, transported or disposed of have been found at any site at which a federal, state or local agency or other third party has conducted, or to the Borrower’s knowledge has previously contained, demanded that any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party Borrower or any of its their respective Subsidiaries conduct, a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is listed or proposed for listing on shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the NPLrelease of Hazardous Substances, which in the case of clauses (i) through (iii) above could reasonably be expected to have a Material Adverse Effect.
(c) Neither any Loan Party nor any To the knowledge of its Subsidiaries the Borrowers, (i) no portion of the Real Estate is undertakingused for the handling, and has not completedprocessing, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge storage or disposal of Hazardous Materials at Substances except in compliance with applicable Environmental Laws, and no underground tank or other underground storage receptacle for Hazardous Substances is located on any site, location or operation, either voluntarily or pursuant to any Governmental Authority or portion of the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or Real Estate except those which are being operated and maintained in compliance with Environmental Laws Laws; (ii) in the course of any activities conducted by the Borrowers, their respective Subsidiaries or, the tenants and operators of their properties, no Hazardous Substances have been generated or are being used on the Real Estate except in the ordinary course of Borrowers’ or its tenants’ and operators’ business and in compliance with regard applicable Environmental Laws; (iii) there has been no past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (other than in reasonable quantities to the extent necessary in the ordinary course of operation of Borrowers’, its tenants’ or operators’ business and, in any event, in compliance with all Environmental Laws) (a “Release”) or threatened Release of Hazardous Substances on, upon, into or from the Eligible Real Estate Assets, which Release would have a material adverse effect on the value of such Real Estate or could reasonably be expected to have a Material Adverse Effect; (iv) there have been no Releases on, upon, from or into any real property in the vicinity of any of the Real Properties Estate which, through soil or the Businessesgroundwater contamination, nor does may have come to be located on, and which could be reasonably anticipated to have a Material Adverse Effect; and (v) any Responsible Officer Hazardous Substances that have been generated on any of the Borrower Real Estate have knowledge or reason been transported off-site in accordance with all applicable Environmental Laws and in a manner that could not reasonably be expected to believe that any such notice will be received or is being threatenedhave a Material Adverse Effect.
(d) Hazardous Materials have not been transported Except as set forth on Schedule 6.20(d) or disposed for such matters that shall be complied with as of from the Closing Date, by virtue of the transactions set forth herein and contemplated hereby, or to the effectiveness of any other transactions contemplated hereby, none of the Borrowers, their respective Subsidiaries nor the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise Estate will become subject to liability under, any applicable Environmental LawLaw requiring the performance of environmental site assessments, or the removal or remediation of Hazardous Substances, or the giving of notice to any governmental agency or the recording or delivery to other Persons of an environmental disclosure document or statement pursuant to applicable Environmental Laws.
(e) No judicial proceeding There are no existing or governmental closed sanitary or administrative action is pending solid waste landfills, or hazardous waste treatment, storage or disposal facilities on or, to the best knowledge of the Responsible Officers of the BorrowerBorrowers’ actual knowledge, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, affecting the Real Properties, or the businesses of the Borrower and its SubsidiariesEstate except where such existence could not reasonably be expected to have a Material Adverse Effect.
(f) There has been no release or threat of release of Hazardous Materials at or The Borrowers have not received any written notice from the Real Propertiesany party that any use, operation, or arising from or related to the operations (including, without limitation, disposal) condition of the Borrower or Borrower’s business on any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or Estate has caused any adverse condition on any other property that could reasonably be expected to result in a manner claim under applicable Environmental Law that would have a Material Adverse Effect, nor does Borrower have actual knowledge of any existing facts or circumstances that could give rise reasonably be expected to liability under Environmental Lawsform the basis for such a claim.
Appears in 2 contracts
Samples: Credit Agreement (CoreSite Realty Corp), Credit Agreement (CoreSite Realty Corp)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge of the Loan Parties has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliancenon‑compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Joy Global Inc), Credit Agreement (Joy Global Inc)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each Since the occupation thereof by the Borrower or its Subsidiaries, each of the Real Properties Facilities and all operations of the Borrower and its Subsidiaries at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties operations by the Borrower or the businesses Subsidiaries at the Facilities or the Businesses, and, to the knowledge of the Borrower and its SubsidiariesResponsible Officers of the Loan Parties, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None To the knowledge of the Real Properties Responsible Officers of the Loan Parties, none of the Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or or, threat of release of Hazardous Materials by the Borrower or its Subsidiaries at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Gevity Hr Inc), Credit Agreement (Gevity Hr Inc)
Environmental Compliance. (a) Except where the Borrower or its Subsidiaries as would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effectmaterial Liability of Seller or any of its Affiliates:
(ai) Each No written notice, notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no outstanding penalty has been assessed and no Legal Proceeding is pending or, to the knowledge of Seller, threatened by any Governmental Authority or other Person with respect to any matters relating to the Purchased Assets, the Business or any Real Properties and all operations at the Real Properties are Property and, for the past 3 yearsin each case, have been in compliance with all applicable Environmental Laws and permits, there is no relating to or arising out of a violation of or Liability under any Environmental Law or permit any Environmental Condition.
(ii) No Hazardous Substance has been Released at, on, under or migrating from any Real Property, that resulted in a condition that requires, at the time of any past or future discovery, under any Environmental Law as in effect on the Closing Date (or with respect to the Leased Real Properties or the businesses of the Borrower and its SubsidiariesProperty, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(bReal Property Lease as in effect on the Closing Date) None reporting, investigation, assessment, cleanup, remediation or any other type of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated response action by the Loan Party Seller or any of its Subsidiaries Affiliates.
(iii) None of any Real Property or any property to which Seller or any of its Affiliates has, in connection with its occupation of any Real Property or operation of the Business or the Purchased Assets, transported or arranged for the transportation or disposal of any Hazardous Substances, is listed or proposed for listing on the NPLNational Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup.
(iv) With respect to the Business and the Purchased Assets, each of Seller and its Affiliates is, and has been for the past 3 years, in compliance with all Environmental Laws as in existence on or prior to the Closing Date and all Permits issued pursuant to any such Environmental Law.
(v) To the knowledge of Seller, (i) there is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on the Owned Real Property or in any space occupied by the Business at the Leased Real Property which is in a condition as of the Closing Date that represents a violation of any then-existing Environmental Law or Real Property Lease and (ii) each of Seller and its Affiliates (in connection with the Purchased Assets or the Business) does not sell and has not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way.
(b) Seller has delivered or made available to Buyer copies of all material documents, records and information in its possession, or the possession of its Affiliates, or of which Buyer or any of its Affiliates has knowledge and can reasonably obtain, and, in each of the foregoing cases, concerning Environmental Conditions or material compliance with or material potential Liability under Environmental Laws with respect to the Purchased Assets and the Business, including any previously conducted environmental compliance audits, environmental site assessments, asbestos surveys and material documents regarding any Release of any Hazardous Substance at, on, under or migrating to or from the Real Property.
(c) Neither Other than as set forth in this Section 3.19 (Environmental Compliance), Section 3.03 (Government Authorization; Required Consents), Section 3.05 (Noncontravention), Section 3.06 (Financial Information; Undisclosed Liabilities), Section 3.10 (Litigation) and Section 3.20 (Permits), Seller does not make any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually representation or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law warranty with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiariesenvironmental matters.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tyco Electronics Ltd.), Asset Purchase Agreement (Harris Corp /De/)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise in each case as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties facilities and real properties owned, leased or operated by the Borrower or any Subsidiary (collectively the “Facilities” and each a “Facility”) and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of operated by the Borrower and its SubsidiariesSubsidiaries at such time (the “Businesses”), and there are no conditions relating to the Real Properties Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or any of the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, including disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Adeptus Health Inc.), Credit Agreement (Adeptus Health Inc.)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(aA) Each of Legacy, the Real Legacy Subsidiaries and all of their Properties and all operations at the Real Properties are and, for the past 3 years, have been in material compliance with all applicable Environmental Laws and permitsLaws. To the Best Knowledge of Legacy, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating past, present, or future conditions, events, activities, practices or incidents that would reasonably be expected to materially interfere with or prevent the Real Properties compliance of Legacy or the Businesses that could give rise to liability under any Legacy Subsidiary with all applicable Environmental Laws.
(bB) None Legacy and each Legacy Subsidiary have obtained all material permits, licenses and authorizations that are required under all applicable Environmental Laws.
(C) No Hazardous Materials exist on, about or within any of the Real Properties containsProperties, or nor, to the Borrower’s knowledge has previously containedBest Knowledge of Legacy, have any Hazardous Materials atpreviously existed on, about or within or been used, generated, stored, transported, disposed of, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none released from any of the properties currently or formerly owned or operated by the Loan Party Properties, except as would not reasonably be expected to result in a Material Adverse Change. The use that Legacy or any Legacy Subsidiary makes of its Subsidiaries is listed the Properties will not result in the use, generation, storage, transportation, accumulation, disposal or proposed for listing on release of any Hazardous Material on, in or from any of the NPLProperties, except as would not reasonably be expected to result in a Material Adverse Change.
(cD) Neither any Loan Party nor any of its Subsidiaries There is undertakingno action, and has not completedsuit, either individually proceeding, investigation, or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to inquiry before any Governmental Authority pending or, to the Best Knowledge of Legacy, threatened, against Legacy or any Legacy Subsidiary relating in any way to any Environmental Law. To the requirements Best Knowledge of Legacy, neither Legacy nor any Legacy Subsidiary has any liability for remedial action under any Environmental Law. Neither the Borrower Legacy nor any Legacy Subsidiary has received any written request for information by any Governmental Authority with respect to the condition, use or verbal operation of any of the Properties nor has Legacy or any Legacy Subsidiary received any written notice offrom any Governmental Authority or other Person with respect to any violation of or claimed or potential liability of any kind under any Environmental Law (including any letter, notice or inquiry from any Person, including any Governmental Authority regarding any violationAuthority, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties informing Legacy or any other location, Legacy Subsidiary that it is or may be liable in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, way under any Environmental Law Laws or requesting information to which the Borrower or any Subsidiary is or will enable such a determination to be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiariesmade).
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Prosperity Bancshares Inc), Agreement and Plan of Reorganization (LegacyTexas Financial Group, Inc.)
Environmental Compliance. Except where (1) To the Borrower or its Subsidiaries would have an indemnity claim against Kraft FoodsContributors’ Knowledge, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or except as may be disclosed in the aggregateDisclosure Schedule or the environmental reports listed therein (the “Environmental Reports”) (true and correct copies of which have been made available to the Operating Partnership), reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been currently in compliance with all applicable Environmental Laws and permitsEnvironmental Permits. The Contributors have not received any written notice from the United States Environmental Protection Agency or any other federal, state, county or municipal entity or agency that regulates Hazardous Materials or public health risks or other environmental matters or any other private party or Person claiming any violation of, or requiring compliance with, any Environmental Laws or Environmental Permits or demanding payment or contribution for any Release or other environmental damage in, on, under, or upon any of the Properties. To the Contributors’ Knowledge, no investigation or litigation with respect to Hazardous Materials located in, on, under or upon any of the Properties is pending or has been overtly threatened by any Governmental Entity or any third party. To Contributors’ Knowledge, except as may be disclosed in the Disclosure Schedule or the Environmental Reports, no environmental conditions exist at, on, under, upon or affecting the Properties or any portion thereof that would reasonably be likely to result in any material claim, liability or obligation under any Environmental Laws or Environmental Permit or any material claim by any third party.
(2) To the Contributors’ Knowledge, except as may be disclosed in the Disclosure Schedule or the Environmental Reports, (i) there is no not presently, nor has there ever been any underground storage tanks, PCB-containing equipment, asbestos containing materials, lead based paints, or dry cleaning facilities situated in, on, under, upon or affecting any of the Properties, (ii) there is not presently, nor has there ever been any Release of any reportable quantities of Hazardous Materials at the Properties in violation of any Environmental Law Laws or permit with respect to the Real Properties or the businesses of the Borrower and its SubsidiariesEnvironmental Permits, and there are no conditions relating to (iii) the Real Properties Property Owners have not stored, transported, disposed of or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties containstreated, or to arranged for the Borrower’s knowledge has previously containedtransportation, disposal or treatment of, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, portion thereof except in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law compliance with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under all Environmental Laws.
Appears in 2 contracts
Samples: Contribution Agreement (Thomas Properties Group Inc), Contribution Agreement (Thomas Properties Group Inc)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each Credit Party will, and will cause its Subsidiaries to: (i) comply in all material respects with all Environmental Laws and Environmental Permits applicable to their business, operations and Real Property; (ii) obtain and maintain in full force and effect all material Environmental Permits applicable to its business, operations and Real Property; and (iii) conduct all response, investigation, remediation, cleanup or monitoring activity required by any applicable Environmental Laws, and in accordance with, the requirements of any Governmental Authority having jurisdiction and applicable Environmental Laws, unless in the case of this clause (iii) such requirement is being contested in good faith and by proper proceedings and as to which such Credit Party has maintained adequate reserves with respect thereto in accordance with GAAP.
(b) Each Credit Party will, and will cause its Subsidiaries to, do or cause to be done all things required by Environmental Laws to prevent any Release of Hazardous Materials in, on, at, under, to or from any Real Property owned, leased or operated by any of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been Credit Parties or their Subsidiaries except in full compliance with all applicable Environmental Laws or an Environmental Permit, and permitsensure that there shall be no Hazardous Materials in, there is no violation of on, at, under or from any Environmental Law Real Property owned, leased or permit with respect to the Real Properties or the businesses operated by any of the Borrower Credit Parties or their Subsidiaries except those that are present, used, stored, handled and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any managed in material compliance with applicable Environmental Laws.
(bc) None Each Credit Party will, and will cause its Subsidiaries to, undertake all actions, including response, investigation, remediation, cleanup or monitoring actions, necessary, at the sole cost and expense of the Real Properties contains, or Credit Parties: (i) to the Borrower’s knowledge has previously contained, address any Release of Hazardous Materials in, on, at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently to or formerly owned from any Real Property owned, leased or operated by the Loan Party or any of its the Credit Parties or their Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or as required pursuant to any Governmental Authority Environmental Law or the requirements of any governmental or regulatory authority; (ii) to address as may be required by Environmental Law any environmental conditions relating to any Credit Party, Subsidiary, or their respective business or operations or to any Real Property of the Credit Parties or their Subsidiaries; (iii) to keep any Real Property by any of the Credit Parties or their Subsidiaries free and clear of all Liens and other encumbrances pursuant to any Environmental Law. Neither ; and (iv) to promptly notify Administrative Agent in writing of: (1) any material Release or threatened Release of Hazardous Materials in, on, at, under, to, or from any Real Property owned, leased or operated by any of the Borrower nor Credit Parties or their Subsidiaries, except those that are pursuant to and in compliance with the terms and conditions of an Environmental Permit, (2) any Subsidiary has received any written material non-compliance with, or verbal notice violation of, any Environmental Law applicable to any Credit Party or inquiry Subsidiary, any Credit Party’s or Subsidiary’s business and any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries, (3) any Lien pursuant to Environmental Law imposed on any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries, (4) any response, investigation, remediation, cleanup or monitoring activity at any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries required to be undertaken pursuant to Environmental Law, and (5) any notice or other communication received by any Credit Party from any Governmental Authority regarding person or governmental or regulatory authority relating to any violation, alleged violation, non-compliance, material Environmental Claim or material liability or potential liability regarding environmental matters of any Credit Party or compliance with Environmental Laws with regard Subsidiary pursuant to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedEnvironmental Law.
(d) If a Default caused by reason of a breach of Section 7.14 or this Section 8.06 shall have occurred and is not reasonably curable within 30 days or shall be continuing for more than 30 days without the Credit Parties commencing activities reasonably likely to cure such Default, the Credit Parties shall, at the written request of Administrative Agent, (i) provide to Administrative Agent within 45 days after such request, at the expense of the Credit Parties, an environmental assessment report regarding the matters which are the subject of such Default, including, where appropriate, any soil or groundwater sampling, prepared by a nationally recognized environmental consulting firm reasonably acceptable to Administrative Agent and in the form and substance reasonably acceptable to Administrative Agent and evaluating the presence or absence of Hazardous Materials and the estimated cost of any compliance or response action to address such Default and findings; (ii) promptly undertake all actions required by applicable Environmental Law to address any non-compliance with or violation of Environmental Law; (iii) promptly undertake all response actions required by Environmental Laws to address any recognized environmental conditions identified in the environmental assessment report to the reasonable satisfaction of Administrative Agent; and (iv) permit Administrative Agent and its representatives to have not been transported access to all Real Property and all facilities owned, leased or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under operated by any of the Real Properties or any other locationCredit Parties and their Subsidiaries which are the subject of such Default for the purpose of conducting such environmental audits and testing as is reasonably necessary, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge including subsurface sampling of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiarysoil and groundwater, the Real Properties, or cost for which shall be payable by the businesses of the Borrower and its SubsidiariesCredit Parties.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Vireo Growth Inc.), Credit Agreement (Vireo Health International, Inc.)
Environmental Compliance. The Borrower has caused Phase I environmental assessments to be conducted with respect to the Real Estate Assets. Based on the information contained in the reports received by Borrower with respect to said environmental assessments, Borrower makes the following representations and warranties:
(a) Except where as may be set forth on Schedule 6.18, to the Borrower best of Borrower's knowledge none of the Borrower, the Company, any Co-Borrower, any of the Related Companies or its Subsidiaries any operator of the Real Estate or any portion thereof, or any operations thereon is in violation, or alleged material violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters (hereinafter collectively referred to as the "Environmental Laws"), including without limitation, those arising under the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986 ("XXXX"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to health, safety or the environment, including, without limitation, the environmental statutes, regulations, orders and decrees of the States in which any of the Unencumbered Properties or any of the Unencumbered Development Properties may be located, which violation would have a Material Adverse Effect or would materially decrease the value of an indemnity claim against Kraft FoodsUnencumbered Property or an Unencumbered Development Property.
(b) Except as set forth on Schedule 6.18 attached hereto, Inc. none of Borrower, any Co-Borrower, the Company or the Related Companies has received written notice from any third party including, without limitation any federal, state or local governmental authority with respect thereto to any of the Unencumbered Properties or where any of the failure Unencumbered Development Properties or related circumstance described below otherwise could not, individually or in if the aggregate, reasonably be expected to same would have a Material Adverse Effect:, (i) that it has been identified by the United States Environmental Protection Agency ("EPA") as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 000 Xxxxxxxx X (1986); (ii) that any hazardous waste, as defined by 42 U.S.C. ss.9601(5), any hazardous substances as defined by 42 U.S.C. ss.9601(14), any pollutant or contaminant as defined by 42 U.S.C. ss.9601(33) or any toxic substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws ("Hazardous Materials") which it has generated, transported or disposed of have been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Borrower, any Co-Borrower, the Company or any of the Related Companies conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party's incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release of Hazardous Materials.
(ac) Each Except as set forth on Schedule 6.18 attached hereto and except to the extent the same would neither have a Material Adverse Effect nor materially decrease the value of an Unencumbered Property or an Unencumbered Development Property, (i) to the best of Borrower's knowledge no portion of the Real Properties and all operations at the Real Properties are and, Estate has been used for the past 3 yearshandling, have been processing, storage or disposal of Hazardous Materials except in material compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws; and except as set forth on Schedule 6.18, no underground tank or other underground storage receptacle for Hazardous Materials is located on any portion of the Real Estate; (ii) in the course of any activities conducted by the Borrower, any Co-Borrower, the Company, any of the Related Companies or the operators of any Real Estate, or to the best of Borrower's knowledge, any ground or space tenants on any Real Estate, no Hazardous Materials have been generated or are being used on the Real Estate except in material compliance with applicable Environmental Laws; (iii) there has been no present, or to the best of Borrower's knowledge past, releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (a "Release") or threatened Release of Hazardous Materials on, upon, into or from any Real Estate; (iv) to the best of Borrower's knowledge, there have been no Releases on, upon, from or into any real property in the vicinity of any of the Real Estate which, through soil or groundwater contamination, may have come to be located on; and (v) to the best of Borrower's knowledge, any Hazardous Materials that have been generated on any of the Real Estate have been transported off-site only by carriers having an identification number issued by the EPA, treated or disposed of only by treatment or disposal facilities maintaining valid permits as required under applicable Environmental Laws, which transporters and facilities have been and are, to the best of the Borrower's knowledge, operating in material compliance with such permits and applicable Environmental Laws. Notwithstanding that any representation contained herein may be limited to the knowledge of the Borrower, any such limitation shall not affect the covenants specified in ss.7.10 or elsewhere in this Agreement.
(bd) None of the Real Properties containsEstate is or shall be subject to any applicable environmental clean-up responsibility law or environmental restrictive transfer law or regulation, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none solely by virtue of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLtransactions set forth herein and contemplated hereby.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Property Limited Partnership), Credit Agreement (Liberty Property Limited Partnership)
Environmental Compliance. Except where The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and facilities and properties, and as a result thereof the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foodshas reasonably concluded that, Inc. with respect thereto or where other than exceptions to any of the failure or related circumstance described below otherwise following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the Real Properties “Properties”) and all operations at the Real Properties are andin compliance, for and have in the past 3 years, have last five years (or such shorter time as the Borrower or any Subsidiary has owned such Property) been in compliance compliance, in all material respects with all applicable Environmental Laws Laws, and permits, there is no contamination at, under or about the Properties or violation of any applicable Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or business operated by the Loan Party Borrower or any of its Subsidiaries is listed or proposed for listing on (the NPL.“Business”) which could materially interfere with the continued operation of the Properties;
(cb) Neither any Loan Party the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with applicable Environmental Laws with regard to any of the Real Properties or the BusinessesBusiness, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.;
(dc) No Hazardous Materials have not been transported or disposed of from the Real PropertiesProperties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any applicable Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law.;
(ed) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a partyparty with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, Properties or the businesses of the Borrower and its Subsidiaries.Business; and
(fe) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusiness, in violation of or in amounts or in a manner that could reasonably give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Temple Inland Inc), Credit Agreement (Temple Inland Inc)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each To the best of the Real Borrower's knowledge, all real property leased, owned, controlled or operated by the Companies (the "Properties") and their existing and, to the best of the Borrower's knowledge, prior uses and activities thereon, including, but not limited to, the use, maintenance and operation of each of the Properties and all operations activities in conduct of business related thereto comply and have at the Real Properties are and, for the past 3 years, have been all times complied in compliance all material respects with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties containsCompanies and, or to the best of the Borrower’s knowledge 's knowledge, no previous owner, tenant, occupant or user of any of the Properties or any other Person, has previously containedengaged in or permitted any operations or activities upon any of the Properties for the purpose of or in any way involving the handling, manufacture, treatment, storage, use, generation, release, discharge, refining, dumping or disposal of a material amount of any Hazardous Materials at, on the removal of which is required or under the Real Properties in amounts maintenance of which is prohibited or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLpenalized.
(c) Neither any Loan Party nor To the best of the Borrower's knowledge, no Hazardous Material has been or is currently located in, on, under or about any of its Subsidiaries is undertaking, and has not completed, either individually the Properties in a manner which materially violates any Environmental Law or together with other potentially responsible parties, which requires cleanup or corrective action of any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of kind under any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported No notice of violation, lien, complaint, suit, order or disposed other notice or communication concerning any alleged violation of from the Real Propertiesany Environmental Law in, on, under or generated, treated, stored or disposed of at, on or under about any of the Real Properties has been received by any Company or, to the best of the Borrower's knowledge, any prior owner or occupant of any of the Properties which has not been fully satisfied and complied with in a timely fashion so as to bring such Property into full compliance with all Environmental Laws.
(e) The Companies have all permits and licenses required under any Environmental Law to be issued to them by any Governmental Authority on account of any or all of its activities on any of the Properties, except to the extent that the absence of any such permit or license has had, or could have, a Material Adverse Effect, and are in material compliance with the terms and conditions of such permits and licenses. To the best of the Borrower's knowledge, no change in the facts or circumstances reported or assumed in the application for or granting of such permits or licenses exist, and such permits and licenses are in full force and effect.
(f) No portion of any of the Properties has been listed, designated or identified in the National Priorities List (NPL) or the CERCLA information system (CERCLIS), both as published by the United States Environmental Protection Agency, or any other locationsimilar list of sites published by any Federal, in violation ofstate or local authority proposed for or requiring cleanup, or in a manner that could give rise to liability under, remedial or corrective action under any applicable Environmental Law.
(eg) No judicial proceeding or The Borrower, at its expense, has provided to the Agent and the Lenders a governmental or administrative action is pending orenvironmental records search for each of the Properties designated on Schedule 4.24 (collectively the "Environmental Data Reports"), prepared by an environmental consulting firm of national reputation reasonably satisfactory to the Agent. Each of the Environmental Data Reports provided to the Agent and the Lenders is, to the best knowledge of the Responsible Officers of the Borrower's knowledge, threatenedtrue and accurate in all material respects. In addition, under any Environmental Law to which if requested by the Agent, the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect has provided to the Borrower or any Subsidiary, Agent and the Real Properties, or Lenders true and accurate responses to the businesses Agent's Environmental Questionnaire (each an "Environmental Questionnaire") as to each of the Borrower and its Subsidiariesother Properties.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Pegasus Communications Corp /), Credit Agreement (Pegasus Communications Corp /)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the No Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf of any Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the any Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or or, threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the any Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Quanta Services, Inc.), Credit Agreement (Quanta Services Inc)
Environmental Compliance. Except where as set forth in Section 3.14 of the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually Disclosure Letter or in the aggregateSEC Reports, reasonably be expected to have a Material Adverse Effect:
(ai) Each the assets, properties, businesses and operations of the Real Properties Company and all operations at the Real Properties are and, for the past 3 years, its subsidiaries have been and are in material compliance with applicable Environmental Laws (as defined in Section 8.11 hereof); (ii) the Company and its subsidiaries have obtained and are operating in material compliance with all applicable material permits necessary under any Environmental Laws Law for the conduct of the business and permitsoperations of the Company and its subsidiaries in the manner now conducted; (iii) neither the Company nor any of its subsidiaries nor any of their respective assets, there properties, businesses, or operations has received or is no subject to any outstanding order, decree, judgment, complaint, agreement, claim, citation, notice, or proceeding indicating that the Company or any of its subsidiaries is or may be (A) liable for a material violation of any Environmental Law Law, (B) liable for any material Environmental Liabilities and Costs (as defined in Section 8.11 hereof) of any person, corporation or permit other entity or (C) required to take material Remedial Action (as defined in Section 8.11 hereof); (iv) the Company and its subsidiaries have not received any written communication alleging, with respect to any such party, the Real Properties material violation of or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to material liability under any applicable Environmental Laws.
Law; (bv) None of neither the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party Company nor any of its Subsidiaries is undertakingsubsidiaries has any material contingent liability in connection with a Release (as defined in Section 8.11 hereof) of any Hazardous Material (as defined in Section 8.11 hereof) into the indoor or outdoor environment (whether on-site or off-site) or employee or third party exposure to Hazardous Materials; (vi) the operations of the Company and its subsidiaries involving the generation, and has not completedtransportation, either individually or together with other potentially responsible partiestreatment, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge storage or disposal of Hazardous Materials at hazardous or solid waste, as defined and regulated under 40 C.F.R. Parts 260-270 (in effect as of the date hereof) or any siteapplicable state equivalent, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or are in material compliance with applicable Environmental Laws with regard to Laws; (vii) there is not on or in any property of the Company or its subsidiaries or any property for which the Company or its subsidiaries are potentially liable any of the Real Properties following: (A) any underground storage tanks or the Businesses, nor does surface impoundments or (B) any Responsible Officer on-site disposal of the Borrower have knowledge or reason to believe that any such notice will be received or Hazardous Material; and (viii) no Company Property is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending included or, to the best knowledge of the Responsible Officers Company, proposed for inclusion on the National Priorities List issued pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, a amended ("CERCLA"), by the United States Environmental Protection Agency (the "EPA") or on the Comprehensive Environmental Response, Compensation and Liability Information System database maintained by the EPA, and the Company has no knowledge that any Company Property has otherwise been identified in a published writing by the EPA as a potential CERCLA removal, remedial or response site or, to the knowledge of the BorrowerCompany, threatened, under proposed for inclusion on any similar list of potentially contaminated sites pursuant to any other Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its SubsidiariesLaw.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Merger Agreement (Equity One Inc), Merger Agreement (United Investors Realty Trust)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there There are no conditions relating claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously containedthreatened, or judgments or orders relating to any Hazardous Materials at(collectively called “Environmental Claims”) asserted or threatened against Borrower, on any predecessor owner, tenant or under the Real Properties in amounts operator or concentrations that constitute or constituted a violation of, or could give rise relating to liability under, Environmental Laws and none of the properties any real property currently or formerly owned owned, leased or operated by Borrower including the Loan Party or any of its Subsidiaries is listed or proposed for listing on Mortgaged Property. Except as disclosed in the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertakingEnvironmental Reports, and has not completedto Borrower’s knowledge, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the neither Borrower nor any Subsidiary other Person has received caused or permitted any written or verbal notice ofHazardous Material to be used, or inquiry from any Governmental Authority regarding any violationgenerated, alleged violationreclaimed, non-compliancetransported, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generatedreleased, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that which could give rise form the basis for an Environmental Claim against Borrower. Except as disclosed in the Environmental Reports, to liability underBorrower’s knowledge, any no Hazardous Materials in violation of applicable Environmental Law.
(e) No judicial proceeding Laws are or governmental were stored or administrative action is pending otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or operated by Borrower, including the Mortgaged Property, or to the knowledge of Borrower, on adjacent parcels of real property, and no part of such real property or, to the best knowledge of Borrower no part of such adjacent parcels of real property, including the Responsible Officers of the Borrowergroundwater located thereon, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of presently contaminated by Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of applicable Environmental Laws or to any extent which has, or might reasonably be expected to have, a Material Adverse Effect. Except as disclosed in amounts the Environmental Reports, to Borrower’s knowledge, Borrower and the Mortgaged Property has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all permits, licenses or in a manner that could give rise to liability under other authorizations required by applicable Environmental Laws.
Appears in 2 contracts
Samples: Loan and Security Agreement (Lexicon Pharmaceuticals, Inc.), Loan and Security Agreement (Lexicon Pharmaceuticals, Inc./De)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each Since the occupation thereof by the Borrower or its Subsidiaries, each of the Real Properties Facilities and all operations of the Borrower and its Subsidiaries at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties operations by the Borrower or the businesses Subsidiaries at the Facilities or the Businesses, and, to the knowledge of the Borrower and its SubsidiariesResponsible Officers of the Loan Parties, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None To the knowledge of the Real Properties Responsible Officers of the Loan Parties, none of the Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or or, threat of release of Hazardous Materials by the Borrower or its Subsidiaries at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (Turbochef Technologies Inc), Credit Agreement (Turbochef Technologies Inc)
Environmental Compliance. Except where as otherwise set forth on Schedule 3.2(s), to the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectKnowledge of Seller:
(ai) Each The Company and each of the Real Properties its Subsidiaries are (and all operations at the Real Properties are andsince September 30, for the past 3 years2006, have been been) in material compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(bii) None of The Company and its Subsidiaries are in compliance in all material respects with all applicable Environmental Permits, including expired Permits where the Real Properties contains, Company and its Subsidiaries are operating under a permit shield; no proceeding is pending or threatened to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, revoke its Environmental Laws Permits and none of the properties currently Company and its Subsidiaries have received notice from any applicable Governmental Authority that: (A) any existing Environmental Permit will be revoked or formerly owned not re-issued on the same or operated similar terms and (B) any pending application for any new Environmental Permit by the Loan Party Company or any of its Subsidiaries or renewal of any existing Environmental Permit will be denied or (C) the permit holder is listed or proposed for listing on the NPLin violation of any Environmental Permit.
(ciii) Neither There are no past or present facts, conditions or circumstances existing, or threatened, that would materially interfere with the Company and its Subsidiaries’ continued compliance with applicable Environmental Laws and Environmental Permits or give rise to any Loan Party nor Environmental Liabilities or Environmental Losses.
(iv) None of Seller, with respect to the Company and its Subsidiaries, or the Company or any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any findings or notices of violation, cessation order, notice of fine or penalty, notice of proposed assessment or other written or verbal notice of, or inquiry from any Governmental Authority regarding that Seller, with respect to the Company and its Subsidiaries, or the Company or any violationof its Subsidiaries, alleged violation, non-compliance, liability is not in compliance with any Environmental Laws or potential liability regarding environmental Environmental Permits and which relate to any matters or compliance with Environmental Laws with regard to any Conditions that are not, or have not been, fully resolved as of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threateneddate hereof.
(dv) There have been no Releases of Hazardous Materials have Substances by the Company or any of its Subsidiaries on, in, under, from or over the Company Properties as of the date hereof, except in accordance with a valid Environmental Permit or permit shield.
(vi) None of the Company or any of its Subsidiaries has received notice from any Governmental Authority that it is a “potentially responsible party” under Section 107 of CERCLA that has not been transported or disposed will not be resolved as of from the Real PropertiesClosing Date.
(vii) There are no existing or threatened Actions, notices of violation, notices of potential responsibility or information requests resulting from, related to or arising under any Environmental Law (including any Actions for personal injury, property damage or injunctive relief relating to exposure to Hazardous Substances, including asbestos) that could reasonably be expected to result in material Environmental Liabilities or Costs of Compliance of the Company and its Subsidiaries taken as a whole; and there have been no Actions brought against or threatened against the Company or any of its Subsidiaries or any of their respective assets or businesses relating to exposure to asbestos or the creation or furtherance of or failure to xxxxx or prevent any toxic torts.
(viii) There are no Environmental Conditions, events, circumstances or facts that are reasonably likely to give rise to any material Environmental Liability or Environmental Losses, or generatedcause the Company or any of its subsidiaries to incur any material Cost of Compliance, treated, stored or disposed of at, on or other obligation under any Environmental Laws or Environmental Permits.
(ix) All Hazardous Substances disposed of, treated or stored by the Company or any of its Subsidiaries on any Real Property have been disposed of, treated or stored, as the case may be, in compliance in all material respects with all applicable Laws (including Environmental Laws).
(x) None of the Real Properties Companies or any other location, in violation of its Subsidiaries has disposed of, transported, or arranged for the transportation of, any Hazardous Substances to any place or location (a) listed on the National Priorities List or any comparable list of state sites, or (b) in a manner that could has given or is reasonably likely to give rise to liability under, any applicable material Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to Liabilities upon the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower Company or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(fxi) There Seller has been no release delivered or threat made available to Buyer true and complete copies of release any third-party consultant’s reports commissioned by Seller pertaining to Environmental Conditions, Environmental Liabilities and/or Costs of Hazardous Materials Compliance at the facilities or from the Real Properties, or arising from or related relating to the operations (including, without limitation, disposal) of the Borrower Companies or any Subsidiary in connection with of its Subsidiaries and those environmental reports pertaining to material environmental issues submitted by the Real Companies or any of its Subsidiaries to Governmental Authorities pertaining to Environmental Conditions, Environmental Liabilities and/or Costs of Compliance at the Company Properties or otherwise in connection with relating to the businesses Company or any of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each To the best knowledge of the Real Properties Loan Parties, each of the Facilities and all operations at the Real Properties Businesses are and, for the past 3 years, have been operated in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its SubsidiariesLaws, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None To the best knowledge of the Real Properties Loan Parties, none of the Facilities contains, or to the Borrower’s knowledge nor has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) To the best knowledge of the Loan Parties, Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary, in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There During any Loan Party’s period of ownership or lease (with respect to Facilities previously owned or operated by any Loan Party) or, to the knowledge of the Loan Parties, at any time (with respect to Facilities currently owned or operated by any Loan Party), there has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Samples: Credit Agreement (Usa Truck Inc)
Environmental Compliance. Except where (a) There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission or other release of any kind of toxic or other wastes or other hazardous substances by, due to or caused by the Borrower Company or its Subsidiaries would have an indemnity claim against Kraft Foods(or, Inc. to the best knowledge of the Company, any other entity (including any predecessor) for whose acts or omissions the Company or its Subsidiaries is or may reasonably be expected to be liable) upon any of the property now or previously owned or leased by the Company or its Subsidiaries, in violation of any statute or any ordinance, rule, regulation, order, judgment, decree or permit or which would, under any statute or any ordinance, rule (including rule of common law), regulation, order, judgment decree or permit, give rise to any liability, except for any violation or liability which could not have, singularly or in the aggregate with all such violations and liabilities, a Material Adverse Effect; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect thereto to which the Company or its Subsidiaries have knowledge, except for any such disposal, discharge, emission or other release of any kind which could not have, singularly or in the aggregate with all such discharges and other releases, a Material Adverse Effect.
(b) The Company and its Subsidiaries (i) are in compliance in all material respects with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) have received all material permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (iii) are in compliance with all terms and conditions of any permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the failure terms and conditions of such permits, licenses or related circumstance described below otherwise approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Impax Laboratories Inc)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or as disclosed in the aggregateEnvironmental Report, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to Borrower’s knowledge threatened, or judgments or orders relating to the Real Properties any Hazardous Materials (collectively called “Environmental Claims”) asserted or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties containsthreatened against Borrower, or to the Borrower’s knowledge has previously containedknowledge, against any Hazardous Materials atpredecessor owner, on tenant or under the Real Properties in amounts operator or concentrations that constitute or constituted a violation of, or could give rise relating to liability under, Environmental Laws and none of the properties any real property currently or formerly owned owned, leased or operated by Borrower, including the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertakingMortgaged Property. To Borrower’s knowledge, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the neither Borrower nor any Subsidiary other Person has received caused or permitted any written or verbal notice ofHazardous Material to be used, or inquiry from any Governmental Authority regarding any violationgenerated, alleged violationreclaimed, non-compliancetransported, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generatedreleased, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that which could give rise to liability underform the basis for an Environmental Claim against Borrower. To Borrower’s knowledge, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of applicable Environmental Laws are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or operated by Borrower, including the Mortgaged Property, or on adjacent parcels of real property, and no part of such real property and no part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials in amounts violation of applicable Environmental Laws or to any extent which has, or might reasonably be expected to have, a Material Adverse Effect. Except as disclosed in a manner that could give rise the Environmental Report, to liability under Borrower’s knowledge, Borrower and the Mortgaged Property has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all permits, licenses or other authorizations required by applicable Environmental Laws.
Appears in 1 contract
Samples: Loan Agreement (IMH Financial Corp)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties facilities and real properties owned, leased or operated by the Borrower or any Subsidiary (the “Facilities”) and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of operated by the Borrower and its SubsidiariesSubsidiaries at such time (the “Businesses”), and there are no conditions relating to the Real Properties Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with CHAR1\1536964v10 Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatenedthreatened in writing.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatenedthreatened in writing, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposalincluding disposal of Hazardous Materials) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Samples: Credit Agreement (Synnex Corp)
Environmental Compliance. Except where As a material inducement to Purchaser to enter into this Agreement and to consummate the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foodstransactions contemplated hereby, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected Company and each other Seller severally and not jointly represent and warrant to have a Material Adverse EffectPurchaser as follows:
(a) Each Except as set forth in Schedule 6.01(a), no material amount of Hazardous Material has been disposed of, spilled, leaked or otherwise released at, on, in, from or below any Real Property nor has any material amount of Hazardous Material come to be located in the soil, surface water or groundwater at, on, in, from or below any Real Properties and all operations at Property; since the Real Properties applicable Environmental Test Date, no material amounts of Hazardous Materials are and, for the past 3 years, or have been generated, manufactured, treated, stored, transported, used or otherwise handled by Sellers on any Real Property, except in material compliance with all applicable any Environmental Laws Requirements; and permits, there is no material condition affecting any Real Property known to Sellers which is in violation of any Environmental Law Requirement or permit with respect which would require investigation, environmental response, including but not limited to the Real Properties corrective action or the businesses of the Borrower and its Subsidiariesremedial action, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental LawsRequirements.
(b) None Except as set forth in Schedule 6.01(b), Sellers are in compliance and have complied in all material respects with all federal, state and local Environmental Requirements and have not been cited for any violation of any such Environmental Requirements; as of the Real Properties containsapplicable Closing Date, no material capital expenditures will be required for compliance with any applicable Environmental Requirements; there is no pending investigation, civil, criminal or administrative action, notice or demand letter, request for information, notice of violation, or other proceeding known to Sellers by any Governmental Entity with respect to (i) the Borrower’s knowledge has previously containedrelease, discharge or emission of any pollutant or contamination, (ii) ground or surface water, soil or air contamination, (iii) the storage, treatment, release, transportation or disposal of Hazardous Materials atMaterials, on (iv) the use of underground storage tanks by Sellers or under (v) the Real Properties in amounts violation of any Environmental Requirement; Sellers have received no notice, claim or concentrations that constitute other communication from any party concerning any past, present or constituted a violation offuture events, actions or could conditions which may give rise to any liability under, Environmental Laws of Sellers relating to the presence of Hazardous Materials on or from the Real Property or on the real property of any Person; and none of the properties currently or formerly owned or operated by the Loan Party Sellers have no agreement with any Governmental Entity relating to any such environmental matter or any of its Subsidiaries is listed environmental or proposed for listing on the NPLHazardous Materials cleanup.
(c) Neither any Loan Party nor any Except as set forth on Schedule 6.01(c) or as hereinafter specifically provided otherwise, the following are true or will be true as of its Subsidiaries is undertakingthe applicable Closing Date, as to each parcel of Real Property and the improvements, fixtures and Equipment included therein:
(i) all storage tanks, lines, pumps, and related systems and facilities in which gasoline, gasohol, or other petroleum, Hazardous Materials, or motor fuels are stored, transferred, or dispensed on the Real Property are in good working condition, ordinary wear and tear excepted, and the same do not leak and have not suffered any damage which might produce a leak or spillage into the environment which has not completedbeen properly repaired or corrected.
(ii) no third party has alleged or alleges any claim for damages due to a spillage or release of gasoline, either individually gasohol or together petroleum, Hazardous Materials, or other motor fuel or any hazardous substance or pollutant into the environment on, about, or from the Real Property.
(iii) no material spillage, loss, escape or release of gasoline, gasohol or petroleum, Hazardous Material or other motor fuel or any hazardous or controlled substance or pollutant has occurred on or from the Real Property which has not been fully remediated or corrected, except as otherwise disclosed herein.
(iv) the Real Property and the groundwater thereunder are not contaminated with any Hazardous Materials or controlled substance, material or pollutant, including petroleum, gasoline and/or its byproducts, to the extent that cleanup, monitoring or other potentially responsible parties, any investigation corrective or investigative action or assessment is required under applicable Federal, state or remedial local environmental Laws or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any regulations and Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedRequirements.
(d) Hazardous Materials have not been transported or disposed of from Any and all underground fuel storage tanks located on the Real PropertiesProperty have been duly registered with the Iowa Department of Natural Resources (IDNR) and that all taxes, or generatedfees, treatedpenalties, stored or disposed of atand other charges by reason thereof have been paid in full. If not, on or under any then the Company will take all steps necessary to assure that all such tanks are duly registered and that all taxes, fees, penalties and other charges payable in order to bring the Real Property into compliance with all such registration Laws and/or regulations have been paid in full, as of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawClosing Date.
(e) No judicial proceeding The Real Property is presently insured pursuant to a policy or governmental policies providing coverage against losses, liability or administrative action is pending orthe expenses of remediation, investigation, assessment or monitoring and claims of third parties (except as set forth in Schedule 6.01(e)) due to the presence of contamination of the soil or groundwater by petroleum, gasoline, its by-products, or hazardous or controlled substances or pollutants to the extent required by the Environmental Requirements; that all premiums for such coverage through the applicable Closing Date have been paid; and that Sellers’ or Sellers’ policies of insurance will be in full force and effect as of the applicable Closing Date hereunder. The Sellers will assign and transfer to Purchaser, as of the applicable Closing Date, the Sellers’ rights, entitlements, benefits and interest in, to, and under such policy or policies of insurance provided through PMMIC and any other policy, contract, plan or program providing similar coverage or benefits; provided, however, that any such assignment or transfer does not work a termination of the Sellers’ rights to coverage for, or benefits payable with regard to, losses occurring or claims arising prior to the effective date of the assignment; and, provided further, that the Purchase Price shall be increased by the Pro Rata Insurance Amount. Purchaser agrees, at Purchaser’s expense, to maintain such PMMIC insurance for two years following the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will applicable Closing Date and Purchaser shall be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect liable for all environmental claims to the Borrower or any Subsidiaryextent of such PMMIC insurance assigned to Purchaser by Sellers as contemplated by this Agreement, but only to the Real Properties, or the businesses of the Borrower and its Subsidiariesextent covered by such insurance.
(f) There has been no release or threat As of release of Hazardous Materials at or from the applicable Closing Date, the Real PropertiesProperty and all fuel storage tanks, lines, dispensers and related systems and facilities included therein will be in material compliance with all applicable rules and regulations of the Iowa Department of Natural Resources (IDNR), any other state agency(ies) having jurisdiction of the same, and the U.S. Environmental Protection Agency (EPA), and that all leak detection devices, overfill and spill protection systems, monitoring xxxxx and other equipment or facilities then required to be in place and operative under such rules, regulations and all applicable Laws will be installed and operating properly as of such Closing Date.
(g) The Sellers and Purchaser acknowledge that previous to the execution hereof, the Purchaser has caused, and prior to the applicable Closing Date may again cause, tests to be conducted of any or all fuel storage tanks, lines and related facilities to determine if the same are tight and do not leak. The cost of any such tests shall be borne by the Purchaser. However, if any repairs or other work is necessary to gain access to the equipment or facilities tested or to render the same fit for testing, Sellers will arrange and pay for the same or will reimburse Purchaser the actual reasonable cost thereof. Purchaser shall have no responsibility for any repairs, corrections or replacements indicated by the test results to be necessary or advisable; provided that if any damage is caused during or as a result of such tests, Purchaser shall pay to the Sellers for such damages.
(h) The Sellers and Purchaser acknowledge that prior to the execution hereof the Purchaser has caused, and prior to the applicable Closing Date shall have the further right and option to cause tests of any kind whatsoever at and about the Real Property to be conducted by a qualified testing agency and/or laboratory to determine whether environmental contamination may be present. The cost of such tests will be borne by the Purchaser. The dates as of which such sampling are completed at each Location is referred to herein as the “Environmental Test Date” as to such Location. Any clean-up or other investigative, corrective or remedial procedures which may be indicated as necessary pursuant to Environmental Requirements as a result of such tests will be the responsibility of the Sellers, subject to approval of the Purchaser and the other provisions of this Agreement. Sellers hereby authorize access to the Real Property by Purchaser and/or its agents and consultants for the purposes of conducting such tests and shall provide information as necessary to assist Purchaser in causing such tests to be performed. Notwithstanding the foregoing, the Sellers and the Purchaser shall each have the right to rescind this Agreement as to any Location in the event tests of such Location conducted after the date of this Agreement reveal the presence of contamination requiring clean-up or other corrective or remedial procedures, including monitoring, under applicable Laws or regulations; provided, however, that the Sellers shall not be entitled to so rescind if, within ten (10) days following receipt of Sellers’ notice of rescission, Purchaser elects to acquire the subject Location in accordance with Section 6.01(k) notwithstanding a finding of contamination, or arising to waive in writing its right of rescission hereunder and agrees to accept the said Location in its current environmental condition.
(i) Purchaser shall have the further right to rescind this Agreement and terminate its obligations hereunder as to any Location, at any time prior to the applicable Closing Date, in the event that Purchaser becomes aware after the date hereof that the tanks, fuel lines, dispensers, and other fuel-handling facilities are not in fact as represented in Section 6.01(c) (and are not satisfactorily repaired or corrected by the Sellers prior to the applicable Closing Date), or that any other matter the Sellers in Section 6.01(c) has represented as true, with respect to third-party claims, spills, losses or releases of motor fuel or any hazardous or controlled substance or pollutant on the Location, or contamination of the Location and/or the groundwater therein is in fact untrue in any material respect.
(j) The Purchaser has made (or will make, prior to Closing) available to Sellers the reports of soil and groundwater tests conducted pursuant to Section 6.01(h) hereof. The disclosures made by Company and/or Sellers in Schedule 6.01(j) are a complete and accurate statement of the material environmental histories of the Real Property comprising each Location, as known to the Sellers, and the only known contamination or pollution on any of the Real Property in addition to that reflected in the reports of Purchaser’s environmental consultant(s) is as set forth in said Schedule 6.01(j). Sellers have provided to Purchaser any and all reports, data and correspondence regarding the environmental conditions of the Real Property and/or, to Sellers’ knowledge, the names of any and all parties/entities who may have such information, including the names of all consultants, engineers, or employees (past or present) who may have such information.
(k) Sellers shall assign and transfer (provided such benefits and coverage are assignable) to Purchaser all Sellers’ rights and interest in, under and to any program, policy, plan or fund described in Section 6.01(e) and covering against contamination-related hazards as to all Locations Transferred hereby for losses, damages, remediation obligations, or liability and/or any other state insurance program (including the Iowa Comprehensive Petroleum Underground Storage Tank Fund established pursuant to Chapter 455G of the Code of Iowa), commercial insurance policy, or other reputable and fiscally sound entity, plan or program providing collectible benefits and all benefits receivable thereunder. Purchaser shall be liable for all environmental claims to the extent covered by such fund. In such event, Purchaser shall not be required to reimburse Sellers the amount of any deductible or co-payment amount incurred to date under any program, contract, plan or policy providing insurance benefits with respect to the subject Real Property.
(l) The Sellers hereby authorize Purchaser to obtain from Sellers’ environmental consultants or contractors, the IDNR, and any other State, Federal, or local agency(ies) having jurisdiction of matters related to the operations (including, without limitation, disposal) contamination of the Borrower or Real Property, any Subsidiary in connection with and all information which may be available concerning the environmental history of the Real Properties Property, tests or otherwise in connection investigations performed on the Real Property and the results thereof, remediation and/or monitoring performed or to be performed, and the reports, findings and/or opinions of such consultants, contractors or agencies concerning the same; and the Sellers will execute appropriate forms of consent authorizing representatives of such consultants, contractors or agencies to discuss the foregoing matters with the businesses representatives of the Borrower Purchaser and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental LawsPurchaser’s consultant(s).
Appears in 1 contract
Samples: Asset Purchase Agreement (Caseys General Stores Inc)
Environmental Compliance. Except where the Borrower Each Company shall comply in all material respects with any and all Environmental Laws including, without limitation, all Environmental Laws in jurisdictions in which such Company owns or its Subsidiaries would have an indemnity claim against Kraft Foodsoperates a facility or site, Inc. arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise, except in such instances in which (a) such requirement of such Environmental Law is being contested in good faith or a bona fide dispute exists with respect thereto thereto, or where (b) the failure to comply therewith could not be reasonably expected to have a Material Adverse Effect. Borrower shall furnish to the Lenders, promptly after receipt thereof, a copy of any notice such Company may receive from any Governmental Authority, private Person or related circumstance described below otherwise that any material litigation or proceeding pertaining to any environmental, health or safety matter has been filed or is threatened against such Company, any real property in which such Company holds any interest or any past or present operation of such Company. No Company shall allow the release or disposal of hazardous waste, solid waste or other wastes on, under or to any real property in which any Company holds any ownership interest or performs any of its operations, in violation of any Environmental Law that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
. As used in this Section 5.16, “litigation or proceeding” means any demand, claim, notice, suit, suit in equity action, administrative action, investigation or inquiry whether brought by any Governmental Authority, private Person or otherwise. Borrower shall defend, indemnify and hold Agent and the Lenders harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (aincluding reasonable attorneys’ fees) Each arising out of or resulting from the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation noncompliance of any Environmental Law or permit Company with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor Such indemnification shall survive any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any termination of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedthis Agreement.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Samples: Credit Agreement (Bea Systems Inc)
Environmental Compliance. The Company's operations do not violate any applicable federal, state or local law, regulation, rule or order relating to air, water, or noise pollution, employee health or safety, or the production, storage, labeling, transportation or disposition of waste or hazardous toxic substances (collectively, "Environmental Law"). Except where as set forth on the Borrower Disclosure Schedule, no licenses or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. permits are required to be filed by the Company under any applicable Environmental Law with respect thereto to the Company's operations. The Company has no knowledge that any other person has stored any chemical or where the failure hazardous substances, including any "Hazardous Substances," "Pollutants" or related circumstance described below otherwise could not, individually or "Contaminants" (as such terms are defined in the aggregateComprehensive Environmental Response, reasonably be expected Compensation and Liability Act of 1980, as amended ("CERCLA")), asbestos, petroleum products, or polychlorinated biphenyls (collectively referred to have a Material Adverse Effect:
(aherein as "Hazardous Substances") Each on, beneath or about any of the Real Properties and all operations at owned or leased properties of the Real Properties are andCompany or on, beneath or about any other property previously owned or leased by the Company. The Company knows of no condition relating to or resulting from a release or discharge which has resulted or could result in any damage, loss, cost expense, claim, demand, order or liability to or against the Company or Acquiror or Acqcorp by any governmental authority or other third party relating to or resulting from the Company's operations. The Company has not received any notice from any governmental authority or private or public entity advising the Company that it is potentially responsible for response costs with respect to a release or threatened release of any Hazardous Substances. The Company has no knowledge that any other person has, buried, dumped or otherwise disposed of any Hazardous Substances on, beneath or about any of the past 3 yearsowned or leased properties of the Company or on, have been in compliance with all applicable Environmental Laws and permits, there is no beneath or about any other property previously owned or leased by the Company. The Company has not received notice of any violation of any Environmental Law or permit with respect to the Real Properties zoning or the businesses of the Borrower and its Subsidiariesland use ordinance, and there are no conditions law or regulation relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties containsCompany's operations including, or to the Borrower’s knowledge has previously containedbut not limited to, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any SubsidiaryCERCLA, the Real PropertiesToxic Substances Control Act of 1976, as amended, the Resource Conservation Recovery Act of 1976, as amended, the Clean Air Act, as amended, the Federal Water Pollution Control Act, as amended, or the businesses Occupational Safety and health Act of 1970, as amended, nor is the Borrower and its SubsidiariesCompany aware of any such violation.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Samples: Acquisition Agreement (Structural Instrumentation Inc)
Environmental Compliance. Except where the Borrower or its Subsidiaries as would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no known conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-non- compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or as set forth in the aggregate, reasonably be expected to have a Material Adverse EffectSchedule 2.20:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been Seller is in compliance in all material respects with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.;
(b) None Seller has obtained, and is in compliance with, all material permits required under applicable Environmental Laws for the use, operation, ownership, or transferability of the Real Properties containsProperty and the business of the Hospital. No governmental entity has notified Seller that any such permits will be suspended, cancelled, revoked or materially modified, or to cannot be renewed in the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none ordinary course of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.business;
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and Seller has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding governmental entity or other person any material order, directive, information request, notice of violation, notice of alleged violation, non-compliancenotice of noncompliance, notice of liability or potential liability, regarding compliance with, or liability or potential liability regarding environmental matters or compliance with under, applicable Environmental Laws with regard to concerning any of the Real Properties Property or the Businesses, nor does any Responsible Officer business of the Borrower have knowledge Hospital or reason to believe that any such notice will be received off-site disposal of a Hazardous Substance (including any letter or is being threatened.request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law);
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding proceeding, action, claim, suit, or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerSeller, threatened, under any applicable Environmental Law or any common law or statutory tort law pursuant to which the Borrower or any Subsidiary Seller is or will to the knowledge of Seller could reasonably expected to be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law party with respect to the Borrower or any Subsidiary, the Real Properties, Property or the businesses Business;
(e) Seller has not entered into any agreement with any governmental entity pursuant to which Seller assumed responsibility for the investigation or remediation of any condition resulting from the Borrower and its Subsidiariesrelease, treatment, storage or disposal of Hazardous Substances.
(f) There Seller has been no release disclosed and made available to Purchaser all relevant information that Seller has actual knowledge of, including all studies, site assessments, compliance audits and similar environmental reports, analyses, and test results, relating to past and present (i) environmental conditions concerning the business of the Hospital or threat of release of Hazardous Materials at on, under or from about the Real PropertiesProperty, (ii) use or arising from or related to the operations (including, without limitation, disposal) operation of the Borrower Real Property used in or any Subsidiary held for use in connection with the Real Properties or otherwise in connection with the businesses business of the Borrower Hospital, and its Subsidiaries(iii) any activities relating to Hazardous Substances on, in violation or any off-site disposal of a Hazardous Substance from, the Real Property. Seller has disclosed and made available to Purchaser any and all documents that Seller has actual knowledge of their existence relating to projected environmental expenditures for the business of the Hospital and the Real Property, including capital and operating budgets and reports prepared by independent auditors or in amounts accountants and prepared by personnel, and including reports, studies or in a manner that could give rise documents relating to liability under the costs (including, anticipated capital costs and annual expenses) of compliance with Environmental Laws.
(g) Seller is not aware of any soil or groundwater contamination on, under, or about any Real Property except as disclosed in the environmental reports.
(h) Seller does not hold or is not required to hold a permit for the generation, treatment, storage, or disposal of hazardous waste in accordance with the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq.).
Appears in 1 contract
Samples: Asset Purchase Agreement (Horizon Health Corp /De/)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each CBI and each of the Real Properties its Subsidiaries, operations and all operations at the Real Properties are and, for the past 3 years, have been in material compliance with all applicable Environmental Laws and permitsLaws. CBI is not aware of, there is no violation nor has CBI or any of its Subsidiaries received notice of, any Environmental Law past, present, or permit future conditions, events, activities, practices or incidents that may interfere with respect to or prevent the Real Properties material compliance of CBI or the businesses any of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Subsidiaries with all Environmental Laws.
(b) None CBI and each of its Subsidiaries have obtained all permits, licenses and authorizations that are required by it under all Environmental Laws, all such permits are in full force and effect, there exists no basis for revocation or suspension of the Real permits, and the permits will not be affected by the transactions contemplated herein.
(c) No Hazardous Materials exist on, about or within any of the Properties, nor to the Knowledge of CBI has any Hazardous Materials previously existed on, under, about or within or have been used, generated, stored, or transported from any of the Properties, except in normal quantities used in the normal course of business as office or cleaning supplies without release to the environment. The use that CBI and each of its Subsidiaries makes and intends to make of the Properties containswill not result in the use, generation, storage, transportation or accumulation of any Hazardous Material on, in or from any of the Properties, except in normal quantities used in the normal course of business as office or cleaning supplies without release to the environment.
(d) There is no action, suit, proceeding, investigation, or inquiry by any Governmental Entity pending, or to the BorrowerCBI’s knowledge has previously containedKnowledge threatened, against CBI, any Hazardous Materials atof its Subsidiaries or, on to CBI’s Knowledge, pending or threatened against any other Person in connection with any Property, arising in any way under any Environmental Law. Neither CBI nor any of its Subsidiaries have any liability for remedial action under any Environmental Law. Neither CBI nor any of its Subsidiaries received any request for information by any Governmental Entity with respect to the Real Properties in amounts condition, use or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none operation of any of the properties currently or formerly owned or operated by the Loan Party Properties nor has CBI or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither received any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements notice of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry kind from any Governmental Authority regarding Entity or other Person with respect to any violation, alleged violation, non-compliance, liability violation of or claimed or potential liability regarding environmental matters or compliance with Environmental Laws with regard to of any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or kind under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding Hazardous Materials have been disposed of on, or governmental released to, or administrative action is pending orfrom, to the best knowledge any of the Responsible Officers Properties, and no Hazardous Materials are present in or on the soil, sediments, surface water or ground water on, under, or migrating from any of the Borrower, threatened, under any Properties in concentrations that would give rise to an obligation to conduct a remedial action pursuant to Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its SubsidiariesLaws.
(f) There has been no release Except as listed on Confidential Schedule 3.19, none of the following exists at any property or threat facility owned or operated by CBI or any of release of Hazardous Materials at its Subsidiaries: (i) under or from the Real Propertiesabove-ground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls or urea formaldehyde, or arising from (iv) landfills, surface impoundments, or related to the operations disposal areas.
(including, without limitation, disposalg) None of the Borrower properties currently owned or operated by CBI or any Subsidiary of its Subsidiaries is encumbered by a Lien arising or imposed under any Environmental Law.
(h) The transactions contemplated by this Agreement will not result in connection with any liabilities for site investigation or cleanup, or require the Real Properties or otherwise in connection with the businesses consent of any Person, pursuant to any of the Borrower and so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.
(i) Neither CBI nor any of its Subsidiaries, either expressly or by operation of law, has assumed or undertaken any obligation, including any obligation for remedial action, of any other Person under any Environmental Law.
(j) CBI has provided FFIN with copies of reports in violation its possession discussing the environmental condition of or in amounts or in a manner that could give rise any Property and any violations of Environmental Law relating to liability under Environmental Lawsany Property.
Appears in 1 contract
Environmental Compliance. Except in each case where the Borrower or its Subsidiaries existence and/or occurrence of any of the following would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(ai) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental LawsBusinesses.
(bii) None of the Real Properties contains, or to the Borrower’s knowledge of the Financial Officers of the Servicer has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(ciii) Neither any Loan Party nor any of its Subsidiaries is undertaking, and The Servicer has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, except for such notice or inquiry that has been fully and finally adjudicated, withdrawn, settled or otherwise resolved; nor does any Responsible Financial Officer of the Borrower Servicer have knowledge or reason to believe that any such notice will shall be received or is being threatened.
(div) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in each case by or on behalf of the Servicer in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(ev) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Financial Officers of the BorrowerServicer, threatened, under any Environmental Law to which the Borrower or any Subsidiary Servicer is or will shall be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any SubsidiaryServicer, the Real Properties, Properties or the businesses of the Borrower and its SubsidiariesBusinesses.
(fvi) There During the Servicer’s period of ownership or lease (with respect to real Property previously owned or operated by the Servicer) or, to the knowledge of the Financial Officers of the Servicer, at any time (with respect to real Property currently owned or operated by the Servicer), there has been no release release, or threat of release release, of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary Servicer in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where Borrower has not received any written notice ------------------------ that the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or Mortgaged Property is not in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in full compliance with all applicable Environmental Laws Laws, which compliance includes, but is not limited to, the possession by Borrower or Tenant or any other tenant of all permits and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability other governmental authorizations required under any applicable Environmental Laws.
(b) None of , and compliance with the Real Properties containsterms and conditions thereof, except where the failure to comply with such laws would not materially adversely affect Lender's security interest in the Mortgaged Property, or to the condition (financial or otherwise) of Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and . Borrower has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written communication, whether from a Governmental Authority, citizens group, employee or verbal notice ofotherwise, that alleges that Borrower or inquiry from any Governmental Authority regarding any violation, alleged violation, non-Tenant is not in such compliance, liability or potential liability regarding environmental matters or compliance with . There is no Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is Claim pending or, to the Borrower's best knowledge of the Responsible Officers of the Borrowerknowledge, threatened, under against Borrower in connection with the Mortgaged Property or, to Borrower's actual knowledge, against any Person whose liability for any such Environmental Law to which the Claim Borrower has or any Subsidiary is may have retained or will be named as a partyassumed either contractually or by operation of law. To Borrower's actual knowledge, nor there are there any consent decrees no present or other decreespast actions, consent ordersactivities, administrative orders circumstances, conditions, events or other ordersincidents, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) the release, emission, discharge, presence or disposal of any Hazardous Substance, that are likely to form the basis of any Environmental Claim against Borrower or any Subsidiary in connection with the Real Properties Mortgaged Property or, to Borrower's actual knowledge, against any Person whose liability for any Environmental Claim Borrower has or otherwise may have retained or assumed either contractually or by operation of law, except for any such Environmental Claim that would not materially adversely affect the value of Lender's security interest in connection with the businesses Mortgaged Property or the condition (financial or otherwise) of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental LawsBorrower.
Appears in 1 contract
Environmental Compliance. Except where as disclosed and described in those reports, assessments or notices provided by the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. any Loan Party in connection with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectSection 4.01(i) hereto:
(a) Each of the Real Properties Borrowing Base Assets (or the real property which is the subject of such Borrowing Base Asset) and all operations at the Real Properties with respect to such Borrowing Base Asset are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permitsLaws, there is no violation of Environmental Law, or other condition, requiring the applicable Loan Party to take any action, including, without limitation, investigation, cleanup, remediation or removal of such violation or condition, under applicable Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its SubsidiariesLaws, and there are no conditions relating to the Real Properties such Borrowing Base Assets or the Businesses that could give rise to liability (including, without limitation, liability to conduct any investigation, removal or remediation of any Hazardous Materials) under any applicable Environmental Laws.
(b) None of the Real Properties containsBorrowing Base Assets (or the real property which is the subject of such Borrowing Base Asset) contain, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties location with respect to such Borrowing Base Asset in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any No Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal oral notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Borrowing Base Assets (or the Businessesreal property which is the subject of such Borrowing Base Asset) or the businesses conducted thereon, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Propertieslocation of any of the Borrowing Base Assets (or the real property which is the subject of such Borrowing Base Asset), or generated, treated, stored or disposed of at, on or under any of the Real Properties locations of such Borrowing Base Assets (or the real property which is the subject of such Borrowing Base Asset) or any other location, in each case by or on behalf of any Loan Party in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of any of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law or relating to any Hazardous Material to which the Borrower or any Subsidiary Loan Party is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any SubsidiaryLoan Party, the Real Properties, Borrowing Base Assets (or the businesses real property which is the subject of such Borrowing Base Asset) or the Borrower and its SubsidiariesBusinesses.
(f) There has been no release (as such term is defined for purposes of CERCLA), or threat of release release, of Hazardous Materials at or from the Real Properties, location of the Borrowing Base Assets (or the real property which is the subject of such Borrowing Base Asset) or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary Loan Party in connection with such Borrowing Base Assets (or the Real Properties real property which is the subject of such Borrowing Base Asset) or otherwise in connection with the businesses of the Borrower and its Subsidiariesconducted thereon, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. (a) Except where as set forth on Schedule 8.8 to the Information Certificate, Borrowers and any Subsidiary of any Borrower have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off its Subsidiaries would have an indemnity claim against Kraft Foodspremises (whether or not owned by it) in any manner which at any time violates in any respect any applicable Environmental Law or Permit, Inc. and the operations of Borrowers and any Subsidiary of any Borrower complies in all respects with respect thereto all Environmental Laws and all Permits, except for any such violation or where the failure or related circumstance described below otherwise non-compliance therewith that has not resulted, and could not, individually or in the aggregate, not reasonably be expected to have result, in a Material Adverse Effect:..
(ab) Each Except as set forth on Schedule 8.8 to the Information Certificate, there has been no investigation by any Governmental Authority or any proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person nor is any pending or to the best of any Borrower's knowledge threatened, with respect to any non-compliance with or violation of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation requirements of any Environmental Law or permit with respect to the Real Properties by any Borrower and any Subsidiary of any Borrower or the businesses release, spill or discharge, threatened or actual, of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties any Hazardous Material or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials ator any other environmental, on health or under the Real Properties in amounts or concentrations that constitute or constituted a violation ofsafety matter, which adversely affects or could give rise reasonably be expected to liability underadversely affect in any material respect any Borrower or its or their business, Environmental Laws and none of the properties currently operations or formerly owned or operated by the Loan Party assets or any properties at which such Borrower has transported, stored or disposed of its Subsidiaries is listed or proposed for listing on the NPLany Hazardous Materials.
(c) Neither any Loan Party nor any of its Except as set forth on Schedule 8.8 to the Information Certificate, Borrowers and their Subsidiaries is undertaking, and has not completed, either individually have no material liability (contingent or together otherwise) in connection with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened a release, discharge spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedMaterials.
(d) Hazardous Materials Borrowers and their Subsidiaries have not been transported all Permits required to be obtained or disposed filed in connection with the operations of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, Borrowers under any Environmental Law to which the Borrower and all of such licenses, certificates, approvals or similar authorizations and other Permits are valid and in full force and effect, except for any Subsidiary is such licenses, certificates, approvals or will be named as a party, nor are there any consent decrees or similar authorizations and other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its SubsidiariesPermits, in violation respect of or which Borrowers' failure to obtain and maintain the same in amounts or full force and effect has not resulted, and could not reasonably be expected to result, in a manner that could give rise to liability under Environmental LawsMaterial Adverse Effect.
Appears in 1 contract
Environmental Compliance. Except in each case as where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where existence and/or occurrence of any of the failure or related circumstance described below otherwise following could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each All operations of the Real Properties Borrower and all operations each Restricted Subsidiary at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permitsLaws, there is no violation of neither the Borrower nor any Restricted Subsidiary has in the past two years violated any Environmental Law or permit with respect to the Real Properties or the businesses Businesses, and neither the Borrower nor any Restricted Subsidiary has caused, and, to the knowledge of any Responsible Officer of the Borrower and its SubsidiariesBorrower, and there are no other Person has caused, any conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Restricted Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding in the past two years regarding, any violation, alleged violation, non-compliancenon‑compliance, liability or potential alleged liability regarding environmental matters or compliance with pursuant to Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(dc) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in each case by or on behalf of the Borrower or any Restricted Subsidiary, or, to the knowledge of any Responsible Officer of the Borrower, by any other Person on behalf of the Borrower or any Restricted Subsidiary, in violation of, or in a manner that could give has given rise to liability remedial obligations on the part of the Borrower or any Restricted Subsidiary under, any applicable Environmental Law.
(ed) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the any Responsible Officers Officer of the Borrower, threatened, under any Environmental Law to which the Borrower or any Restricted Subsidiary is or will be named as a party, nor are there any of the Borrower or any Restricted Subsidiary subject to any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its SubsidiariesLaw.
(fe) There has been no release release, or threat of release release, of Hazardous Materials at or from the Real Properties, or Properties arising from or related to the operations (including, without limitation, including disposal) of the Borrower or any Subsidiary Restricted Subsidiary, or, to the knowledge of any Responsible Officer of the Borrower, of any other Person in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give has given rise to liability remedial obligations on the part of the Borrower or any Restricted Subsidiary under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or Each Loan Party shall, and shall cause its Subsidiaries would have an indemnity claim against Kraft Foodsto, Inc. use and operate all of its and their businesses, facilities and properties in compliance with respect thereto or all Environmental Laws, including (i) keeping all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remaining in material compliance therewith, (ii) using, handling, managing, generating, treating, storing, transporting and disposing of all Hazardous Materials in material compliance with all applicable Environmental Laws, and (iii) keeping its and their property free of any Lien imposed by any Environmental Law, except in each case where the failure or related circumstance described below otherwise to do so could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect . The Borrower shall promptly give notice to the Real Properties Administrative Agent upon any Loan Party or the businesses Subsidiary thereof becoming aware of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under (i) any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, material violation by any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor , (ii) any Subsidiary has received Environmental Claim against any Loan Party under any Environmental Law, including without limitation a written request for information or verbal a written notice ofof violation or potential environmental liability from any foreign, federal, state or local environmental agency or board or any other Governmental Authority or Person, or inquiry (iii) the discovery of a Release or threat of a Release in, at, on, under, to or from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Property of any Loan Party or the Businesses, nor does any Responsible Officer facility or assets therein in excess of the Borrower have knowledge reportable or reason to believe that allowable standards or levels under any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesEnvironmental Law, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation ofcircumstances, or in a manner that or amount which could give rise reasonably be expected to liability underrequire responsive, any applicable Environmental Law.
(e) No judicial proceeding corrective, investigative, remedial, monitoring, cleanup or governmental or administrative other corrective action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law Law, which in each case could reasonably be expected to have a Material Adverse Effect. In the event of a (i) material violation of any Environmental Law, or (ii) the Release of any Hazardous Material in, at, on, under, to or from any Real Property of any Loan Party in amounts which the Borrower or any Subsidiary is or will be named as a partyrequire reporting, nor are there any consent decrees corrective measures, investigative, remedial, monitoring, cleanup or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding action under any Environmental Law with respect Law, which in each case is reasonably likely to subject any Loan Party to material liability under any Environmental Law, each Loan Party and its respective Subsidiaries, upon discovery thereof, shall take all steps required by Environmental Laws to correct such violation or address such Release and shall keep the Administrative Agent informed on a regular basis of their actions and the results of such actions, including providing to the Borrower or Administrative Agent copies of material submissions to any Subsidiary, Governmental Authority and relating to such correction of such violation and the Real Properties, or the businesses address of the Borrower and its Subsidiariessuch release.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Samples: Loan Agreement (Mimedx Group, Inc.)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Borrower and its Subsidiaries shall comply in all operations at the Real Properties are and, for the past 3 years, have been in compliance material respects with all applicable Environmental Laws in all jurisdictions in which any of them operates now or in the future, and permitseach Borrower and its Subsidiaries shall comply in all material respects with all such Environmental Laws that may in the future be applicable to such Borrower’s or any of its Subsidiaries’ business, there is no properties and assets.
(b) If any Borrower or any Subsidiary shall (i) receive notice that any material violation of any Environmental Law may have been committed or permit is about to be committed by a Borrower or any Subsidiary, (ii) receive notice that any administrative or judicial complaint or order has been filed or is about to be filed against a Borrower or any Subsidiary alleging a material violation of any Environmental Law requiring a Borrower or any Subsidiary to take any action in connection with respect to the Real Properties or the businesses release of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials atinto the environment, on (iii) receive any notice from a federal, state or under local government agency or private party alleging that a Borrower or any Subsidiary may be liable or responsible for any material amount of costs associated with a response to or cleanup of a release of Hazardous Materials into the Real Properties in amounts environment or concentrations that constitute any damages caused thereby, (iv) become aware of any investigative proceedings by a governmental agency or constituted authority commenced or threatened against a Borrower or any Subsidiary regarding any potential material violation of, or could give rise to liability under, of Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertakingspill, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of any Hazardous Materials at any site, location Material or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from (v) notify any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with material violation of Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other locationspill, in violation ofrelease, discharge or in disposal of any Hazardous Material by a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, Borrower shall promptly notify the Administrative Agent thereof (together with a copy of any such notice) and of any action being or the businesses of the Borrower proposed to be taken with respect thereto and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related thereafter shall continue to furnish to the operations (includingAdministrative Agent all further notices, without limitationdemands, disposal) of reports and other information regarding the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawsforegoing.
Appears in 1 contract
Samples: Credit Agreement (Star Buffet Inc)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectas set forth on Schedule 6.14 attached hereto:
(a1) Each The Parent and each of the Real Properties and all operations at the Real Properties its Subsidiaries are and, for the past 3 years, have been in compliance in all material respects with all applicable Environmental Laws and has obtained and is in compliance with all permits, there licenses and other authorizations required under any Environmental Law. There is no violation of any Environmental Law past or permit present event, condition or circumstance that is likely to interfere with respect to the Real Properties or the businesses conduct of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None business of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party Parent or any of its Subsidiaries is listed in the manner now conducted or proposed for listing on which would interfere in any material respect with the NPLParent's or any of its Subsidiaries' compliance with Environmental Laws or constitute a violation thereof.
(c2) Neither the Parent nor any Loan Party of its Subsidiaries has leased, operated or owned any facilities or real property with respect to which the Parent or such Subsidiary is subject to any actual or, to the knowledge of the Parent, after due inquiry, potential action, claim, investigation, review or other proceeding before any governmental, judicial or regulatory body, under any Environmental Law.
(3) Except as discussed in Schedule 6.14, neither the Parent nor any of its Subsidiaries has sent Hazardous Substances to any offsite commercial waste management facilities for reuse, recycling, reclamation, treatment, storage or disposal.
(4) Neither the Parent nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating subject to any actual or threatened releaseactual, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerParent, threatenedafter due inquiry, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding potential proceeding under any Environmental Law with respect to any such facility presently or previously used by the Borrower Company, or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f5) There has been are no release Hazardous Substances in any inactive, closed or threat of release of Hazardous Materials at abandoned storage or from disposal areas or facilities on property currently or in the Real Propertiespast leased, operated or owned by the Parent or any or its Subsidiaries.
(6) No property currently, or arising from in the past, leased operated or related owned by the Parent or any of its Subsidiaries is subject to actual or, to the operations (including, without limitation, disposal) knowledge of the Borrower Parent, after due inquiry, potential investigation by federal, state or local officials or private litigation as a result of any previous onsite management, treatment, storage or disposal of Polluting Substances.
(7) There are no above-ground or underground storage tanks located on any property owned or leased by the Parent or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental LawsSubsidiary.
Appears in 1 contract
Samples: Merger Agreement (Equity Compression Services Corp)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of operated by any Loan Party or any Subsidiary at such time (the Borrower and its Subsidiaries“Businesses”), and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(bi) None of the Real Properties containsFacilities contains any Hazardous Materials at, on or to under the Borrower’s knowledge has Facilities and (ii) no real property owned by any Loan Party or any Subsidiary previously contained, any Hazardous Materials at, on or under the Real Properties such owned real property, in each case in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any No Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf any Loan Party or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Loan Party, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower any Loan Party or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Samples: Credit Agreement (Teradyne, Inc)
Environmental Compliance. Except where (a) The Company and the Borrower Company Subsidiaries hold all permits, licenses, authorizations and approvals of governmental authorities and agencies required under Environmental Laws (as defined below) for the current use, occupancy or operation of its Subsidiaries would have an indemnity claim against Kraft Foodsassets and the conduct of their respective businesses as they are now being conducted, Inc. with respect thereto or except where the failure to obtain any such permit, license or related circumstance described below otherwise approval could notnot reasonably be expected to have a Company Material Adverse Effect.
(b) To the Company’s Knowledge, neither the Company nor any Company Subsidiary is in violation of any such permits, licenses, authorizations and approvals, except for such violations which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect:. * Confidential Treatment Requested -14-
(ac) Each Except as set forth in Schedule 4.09, neither the Company, nor any Company Subsidiary since the date it was acquired by the Company, has received notice from any governmental agency or authority alleging that the Company, any Company Subsidiary or any of the Real Properties and all operations at the Real Properties their respective assets are and, for the past 3 years, have been not in compliance with all applicable Environmental Laws, to the Company’s Knowledge, no such notice was received by any Company Subsidiary prior to the date of its acquisition by the Company, and, to the Company's Knowledge, the Company and the Company's Subsidiaries are in material compliance with Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses circumstances that could give rise reasonably be expected to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, prevent or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated interfere with material compliance by the Loan Party Company or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Company Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of in the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedfuture.
(d) Hazardous Materials have not There is no asserted claim, action, cause of action, demand , notice or investigation by or from any Person alleging potential liability of the Company, any Company Subsidiary or any Person whose environmental liability has been transported assigned or disposed of transferred to the Company or any Company Subsidiary (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on, or resulting from the Real Propertiestreatment, storage, transportation or generated, treated, stored disposal of any Hazardous Substance (as defined below) or disposed the presence or release into the environment of any Hazardous Substance at, on on, under or under any of from the Real Properties premises owned or leased by the Company or any other locationCompany Subsidiary (each an “Environmental Claim”), in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge Company’s Knowledge, threatened against the Company, any Company Subsidiary, any of their respective assets or any of such premises.
(e) Except as set forth in Schedule 4.09, neither the Responsible Officers Company nor any Company Subsidiary has treated, stored, or disposed of, and neither the Company nor any Company Subsidiary has released, any Hazardous Substances in violation of the Borrower, threatened, under any Environmental Law to which Laws on or from any premises owned or leased by the Borrower Company or any Company Subsidiary is except for treatment, storage, disposal or will releases that individually or in the aggregate, could not reasonably be named as expected to have a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its SubsidiariesCompany Material Adverse Effect.
(f) There has been Except as set forth in Schedule 4.09, there are no release above ground storage tanks, underground storage tanks, asbestos which is friable or threat of release of Hazardous Materials at or from the Real Propertieslikely to become friable, or arising from PCBs present on any facility currently owned, operated, occupied, controlled or related leased by the Company or any Company Subsidiary or as a consequence of the acts of the Company, any Company Subsidiary or its agents.
(g) Except as set forth in Schedule 4.09 and to the operations (includingCompany’s Knowledge, without limitation, disposal) neither the Company nor any of the Borrower Company Subsidiaries has transported or arranged for the transportation of any Hazardous Substances or other materials or substances to any location which is (i) listed on the National Priorities List or any Subsidiary in connection with other similar list, schedule, log, inventory or record, however defined, of hazardous or solid waste sites maintained by any governmental entity, (ii) listed for possible inclusion on the Real Properties National Priorities List or otherwise in connection with any other similar list, schedule, log, inventory or record, however defined, of hazardous or solid waste sites maintained by any governmental entity, or (iii) the businesses subject of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under any Environmental LawsClaim.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or or, threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws. The information supplied on Schedule 6.09 is provided for disclosure purposes only, and the matter described on Schedule 6.09 could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Serologicals Corp)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. Each Company shall comply in all material respects with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties any and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permitsincluding, there is no violation without limitation, all Environmental Laws in jurisdictions in which any Company owns or operates a facility or site, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise. Borrower shall furnish to the Banks, promptly after receipt thereof, a copy of any Environmental Law notice any Company may receive from any governmental authority, private Person or permit with respect otherwise that any material litigation or proceeding pertaining to any environmental, health or safety matter has been filed or is threatened against such Company, any real property in which such Company holds any interest or any past or present operation of such Company. No Company shall allow the Real Properties release or the businesses disposal of the Borrower and its Subsidiariesany material amount of hazardous waste, and there are no conditions relating to the Real Properties solid waste or the Businesses that could give rise to liability other wastes on, under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on real property in which any Company holds any interest or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or performs any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertakingoperations, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements in violation of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard With respect to any violation by any Company of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law existing on the Restatement Date or, so long as Borrower shall have provided notice to which the Borrower or Agent, any Subsidiary is or will be named as a party, nor are there violation by any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under Company of any Environmental Law that arises after the Restatement Date, such Company shall comply in all material respects with respect to any consent order or other remediation plan. As used in this Section, "litigation or proceeding" means any demand, claim, notice, suit, suit in equity action, administrative action, investigation or inquiry whether brought by any governmental authority, private Person or otherwise. Borrower shall defend, indemnify and hold Agent and the Borrower Banks harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or any Subsidiary, the Real Properties, nature whatsoever (including reasonable attorneys' fees) arising out of or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or resulting from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) noncompliance of the Borrower or any Subsidiary in connection Company with the Real Properties or otherwise in connection with the businesses any Environmental Law. Such indemnification shall survive any termination of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawsthis Agreement.
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Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, of Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or or, threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, including disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
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Environmental Compliance. Except where Tenant will not under any circumstances cause or permit the Borrower depositing, spillage or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto seepage of any "Hazardous or where the failure or related circumstance described below otherwise could not, individually Special Substance" in any dumpster or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each any other area of the Real Properties Project other than an in an area and all operations at the Real Properties are and, for the past 3 years, have been in a manner which is in strict compliance with all applicable Environmental Laws laws and permitswhich is Approved in advance by Landlord. Tenant will not use, there is no store, generate or dispose of any substance in any manner which would cause the Project to be classified as an Establishment under the laws of the State of Connecticut. Tenant will indemnify Landlord from and against any loss, cost, damage, fines, testing deemed reasonably necessary by Landlord or any other expense incurred by Landlord as a result of any violation of any environmental law or this paragraph by Tenant or any agent, servant, employee or contractor of Tenant. "Hazardous or Special Substance" means any substance that may not be dumped in a land fill as general trash, any substance listed under the laws of the State of Connecticut or the United States as a hazardous waste, or any other substance whose use, presence or storage at the Leased Premises requires any person to comply with any environmental reporting or registration requirement under any law. Landlord warrants and represents excepting any items used in normal office operations (1) that the Leased Premises and Project are and will be at the Commencement Date free from any hazardous, toxic or dangerous substance or material (collectively "Hazardous Materials") defined as such (or meeting criteria so as to be defined as such) in any federal, state, local or municipal law, ordinance, code, decree or requirement regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Material, as now or at any time hereafter may be in effect (collectively "Environmental Laws"); (ii) that the Leased Premises and Project are and will be at the Commencement Date free of any asbestos or asbestos containing substance; (iii) that Landlord has never received any notice of any violation of or non-compliance with any Environmental Law as regards the Leased Premises or permit with respect Project; (iv) that Landlord has never caused or permitted any Hazardous Material, asbestos or asbestos-containing substance to be placed, held, located or disposed of on, under or at the Real Properties Leased Premises or the businesses of the Borrower Project or any part hereof. Landlord shall indemnify and its Subsidiarieshold Tenant harmless from and against any and all loss, damage, cost or expense (including but not limited to clean-up costs and there are no conditions losses relating to the Real Properties interruption or the Businesses that could give rise to liability under any applicable Environmental Laws.
(bcessation of operations) None arising out of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal breach of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedforegoing warranties and representations.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where failure to comply with any of the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise following could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s 's knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each There is no material fact known to Borrower regarding the compliance of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance CityCenter with all applicable Environmental Laws and permits, there which is no violation of any not reflected in the Environmental Law Report or permit with respect subsequently disclosed to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental LawsAdministrative Agent.
(b) None of the Real Properties contains, or Property subject to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none Deed of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries Trust is listed or proposed for listing on the NPLNPL or on the CERCLIS or any analogous list.
(c) Neither any the Loan Party Parties, the Managing Member nor any of its Subsidiaries the MGM Resorts Sponsor Entities has received any written notice from any Governmental Authority to the effect that CityCenter is undertakingnot in material compliance with Environmental Laws. Neither the Loan Parties nor the Managing Member has received any written notice from any Governmental Authority to the effect that CityCenter are not in material compliance with Environmental Laws which has not been delivered to the Administrative Agent.
(d) All use, storage, discharge and disposal of Hazardous Materials on CityCenter have been conducted in a manner which is in material compliance with all applicable Laws, except for any such use, discharge or disposal which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
(e) None of the Loan Parties have undertaken or completed prior to the Closing Date, and none of the Loan Parties as of any date is undertaking or has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operationCityCenter, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law. Neither , except as may be disclosed in writing to the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Administrative Agent; and all Hazardous Materials have not been transported or disposed of from the Real Propertiesgenerated, or generatedused, treated, handled or stored at, or transported to or from, CityCenter have been disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise not reasonably expected to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or result in a manner that could give rise to liability under Environmental LawsMaterial Adverse Effect.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each Credit Party will, and will cause its Subsidiaries to, use and operate all of the its and their facilities and Real Properties and all operations at the Real Properties are and, for the past 3 years, have been Property in compliance with all applicable Environmental Laws and Laws, keep all necessary permits, there is no violation approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all Environmental Laws, and keep its and their Real Property free of any Lien imposed by any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental LawsLaw.
(b) None of the Real Properties contains, or The Borrower will promptly give notice to the Borrower’s knowledge has previously contained, Agent upon any Hazardous Materials at, on Credit Party or under the Real Properties in amounts or concentrations that constitute or constituted a Subsidiary thereof becoming aware (i) of any violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan any Credit Party or any of its Subsidiaries is listed of any Environmental Law, (ii) of any inquiry with respect to, proceeding against, investigation of or proposed other action with respect to any alleged, potential or actual violation or liability of any Credit Party or Subsidiary under any Environmental Law, including without limitation a written request for listing information or a written notice of violation or potential environmental liability from any Governmental Authority or any other Person, (iii) of the occurrence or discovery of a Release or threat of a Release at, on, under or from any of the Real Property of any Credit Party or any facility or assets therein in excess of reportable or allowable standards or levels under any Environmental Law, or under circumstances, or in a manner or amount which could reasonably be expected to result in liability of any Credit Party or Subsidiary under any Environmental Law, or (iv) any Environmental Claim against any Credit Party or any of their Subsidiaries arising or existing on or after the NPLClosing Date.
(c) Neither In the event of the presence of any Loan Hazardous Material on any Real Property of any Credit Party nor which is in violation of, or which could reasonably be expected to result in material liability under, any Environmental Law, each Credit Party and its respective Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate that portion of any such violation or potential liability to the extent the same arises due to a failure of a Credit Party or their respective Subsidiaries to satisfy the obligations of Section 8.06(a), and shall keep the Agent informed on a regular basis of their actions and the results of such actions.
(d) Each Credit Party shall provide the Agent with copies of any demand, request for information, notice, submittal, documentation or correspondence received or provided by any Credit Party or any of its Subsidiaries is undertaking, and has not completed, either individually from or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements other Person with respect to any alleged, potential or actual violation of or liability under any Environmental Law. Neither Such notice, submittal or documentation shall be provided to the Borrower nor Agent promptly and, in any Subsidiary has received any written or verbal notice ofevent, or inquiry from within five (5) Business Days after such material is provided to any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Lawthird party.
(e) No judicial proceeding or governmental or administrative action is pending or, to At the best knowledge reasonable written request of the Responsible Officers of the BorrowerAgent, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a partyshall obtain and provide, nor are there any consent decrees or other decreesat its sole expense, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations environmental site assessments (including, without limitation, disposalthe results of any groundwater or other testing, conducted at the Agent’s reasonable request) concerning any Real Property now or hereafter owned, leased or operated by any Credit Party or any of its Subsidiaries, conducted by an environmental consulting firm approved by the Agent for the purpose of indicating, to the satisfaction of the Borrower Agent, the presence or absence of Hazardous Materials and the potential cost of any Subsidiary required response action required by Environmental Laws in connection with any Hazardous Materials on, at, under or emanating from such Real Property; provided, that such request may be made only if (i) there has occurred and is continuing an Event of Default, or (ii) circumstances exist that in the Real Properties or otherwise in connection with the businesses reasonable judgment of the Agent could reasonably be expected to result in a material violation or liability under any Environmental Law; provided further, if the Borrower fails to provide the same within sixty (60) days after such request was made, the Agent may but is under no obligation to conduct the same, and the Credit Parties shall promptly use best efforts to grant to the Agent and its Subsidiariesagents access to such Real Property and specifically grants Agent an irrevocable non-exclusive license, in violation subject to the rights of or in amounts or in a manner that could give rise tenants, to liability under Environmental Lawsundertake such an assessment, all at the Borrower’s sole cost and expense.
Appears in 1 contract
Environmental Compliance. Except where The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and facilities and properties, and as a result thereof the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foodshas reasonably concluded that, Inc. with respect thereto or where other than exceptions to any of the failure or related circumstance described below otherwise following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each The facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the Real Properties “Properties”) and all operations at the Real Properties are andin compliance, for and have in the past 3 years, have last five years (or such shorter time as the Borrower or any Subsidiary has owned such Property) been in compliance compliance, in all material respects with all applicable Environmental Laws Laws, and permits, there is no contamination at, under or about the Properties or violation of any applicable Environmental Law or permit with respect to the Real Properties or the businesses business operated by the Borrower or any of its Subsidiaries (the “Business”) which could materially interfere with the continued operation of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental LawsProperties.
(b) None of Neither the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with applicable Environmental Laws with regard to any of the Real Properties or the BusinessesBusiness, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(dc) No Hazardous Materials have not been transported or disposed of from the Real PropertiesProperties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any applicable Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law.. Table of Contents
(ed) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a partyparty with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, Properties or the businesses of the Borrower and its SubsidiariesBusiness.
(fe) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusiness, in violation of or in amounts or in a manner that could reasonably give rise to liability under Environmental Laws.
Appears in 1 contract
Samples: Credit Agreement (Temple Inland Inc)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could would be reasonably likely to give rise to liability under any applicable Environmental LawsLiability.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could would be reasonably likely to give rise to liability under, any Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLiability.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Restricted Subsidiary (excluding the ETMC JV) has received any written or verbal notice of, or inquiry from any Governmental Authority regarding that is outstanding or unresolved regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Borrower or any Restricted Subsidiary (excluding the ETMC JV) in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental LawLiability.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Restricted Subsidiary (excluding the ETMC JV) is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any SubsidiaryRestricted Subsidiary (excluding the ETMC JV), the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or or, threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Restricted Subsidiary (excluding the ETMC JV) in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could would be reasonably likely to give rise to liability under any Environmental LawsLiability.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Ardent Health Partners, LLC)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties facilities and real properties owned, leased or operated by the Parent or any Subsidiary (the “Facilities”) and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of operated by the Borrower Parent and its SubsidiariesSubsidiaries at such time (the “Businesses”), and there are no conditions relating to the Real Properties Facilities or the Businesses that could would reasonably be expected to give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or and, in the case of owned property, has previously contained, and, in the case of leased property, to the Borrower’s knowledge of a Responsible Officer, has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower Parent nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf of the Parent or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower Parent or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Parent, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, including disposal) of the Borrower Parent or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could would be reasonably likely to give rise to liability under any applicable Environmental LawsLiability.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could would be reasonably likely to give rise to liability under, any Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLiability.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Restricted Subsidiary (excluding the ETMC JV) has received any written or verbal notice of, or inquiry from any Governmental Authority that is outstanding or unresolved regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Borrower or any Restricted Subsidiary (excluding the ETMC JV) in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental LawLiability.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Restricted Subsidiary (excluding the ETMC JV) is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any SubsidiaryRestricted Subsidiary (excluding the ETMC JV), the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Restricted Subsidiary (excluding the ETMC JV) in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could would be reasonably likely to give rise to liability under any Environmental LawsLiability.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Ardent Health Partners, LLC)
Environmental Compliance. Except where the Borrower or its Subsidiaries as would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of Holdings, its Subsidiaries and the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no known conditions relating to Holdings, its Subsidiaries, the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party Holdings nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of Holdings, its Subsidiaries, the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored stored, released or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf Holdings or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower Loan Parties or any Subsidiary their respective subsidiaries is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding or to the knowledge of the Loan Parties, pending under any Environmental Law with respect to the Borrower Loan Parties or any Subsidiaryof their current or former Subsidiaries, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower Holdings or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Samples: Credit Agreement (Ipayment Inc)
Environmental Compliance. Except where (a) The Company is presently, and since January 1, 2015 has been, in compliance in all material respects with all Environmental Laws, and any past noncompliance by the Borrower Company with Environmental Laws has been resolved without any ongoing or its Subsidiaries future Liabilities. The Company possesses and is in compliance in all material respects with all Environmental Permits (each of which is disclosed in Schedule 3.20(a)) necessary to conduct the Business as currently conducted.
(b) The Company has not transported or arranged for the treatment, storage or disposal of any Hazardous Materials on the Leased Real Property or to any off-site location in connection with the Business that has resulted or would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect material Liability to the Real Properties Company or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability Buyer under any applicable Environmental Laws.
(bc) None The Seller Parties have not received any written notice of any Action, and, to the Knowledge of the Seller Parties, no such Action has been filed, commenced or threatened against the Company that: (i) asserts or alleges that the Company violated any Environmental Laws; (ii) asserts or alleges that the Company is required to conduct any Remedial Action at the Leased Real Properties containsProperty or in connection with the Business; (iii) asserts or alleges that the Company is required to pay all or a portion of the cost of any past, present or future Remedial Action at any of the Leased Real Property or in connection with the Business; or (iv) asserts or alleges that the Company is liable in connection with the exposure of any persons to Hazardous Materials (A) that are present at or Released at or from any Leased Real Property or (B) that relate to the Borrower’s knowledge Business. The Company has previously containednot caused, any permitted or suffered Hazardous Materials atto be stored, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation deposited, treated, recycled, disposed of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials Released at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements Leased Real Property in violation of any applicable Environmental Law. Neither Laws, and, to the Borrower nor any Subsidiary Knowledge of Seller Parties, there has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to been no Release at any of the Leased Real Properties Property, that would subject any owner or the Businesses, nor does operator of such Leased Real Property to liability for any Responsible Officer of the Borrower have knowledge or reason to believe that Remedial Action under any such notice will be received or is being threatenedEnvironmental Laws.
(d) Hazardous Materials have The Company is not subject, as a result of its interests in the Leased Real Property or in connection with the Business, to any Governmental Order related to or arising out of any Environmental Laws, and, to the Knowledge of Seller Parties, the Company has not been transported named or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or listed as a potentially responsible party in a manner that could give rise matter related to liability under, or arising out of any applicable Environmental LawLaws. The Seller Parties are not conducting or funding any Remedial Action in connection with the Business or at any Leased Real Property.
(e) No judicial proceeding Except as set forth on Schedule 3.20(e) and there are no surface impoundments or governmental aboveground or administrative action is pending orunderground storage tanks located in, to on or about the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Leased Real Properties, or the businesses of the Borrower and its SubsidiariesProperty.
(f) There has been no release or threat Neither the execution of release this Agreement nor the consummation of the transactions contemplated hereby will require any material remediation action with respect to any Hazardous Materials at or from notice to or consent of any Governmental Authority pursuant to any applicable Environmental Law or Environmental Permit.
(g) The Seller Parties have Made Available to Buyer true, correct and complete copies of all environmental assessments, audits, studies or other analyses of any Leased Real Property in the Real Propertiespossession, custody or arising from or related to the operations (including, without limitation, disposal) control of the Borrower Seller Parties, any Seller Related Party or any Subsidiary in connection with the Real Properties of their agents or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawsrepresentatives.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each No Third-Party Environmental Claim or Regulatory Action is pending or, to Parent’s knowledge, threatened against Parent.
(b) No Property is listed on a List.
(c) All transfer, transportation or disposal of the Real Properties and Hazardous Materials by Parent or any Subsidiary to properties not owned, leased or operated by Parent or any Subsidiary has been in compliance with applicable Environmental Law in all operations at the Real Properties are andmaterial respects. To Parent’s knowledge, Parent has not transported or arranged for the past 3 yearstransportation of any Hazardous Materials to any location that is: (i) listed on a List; (ii) listed for possible inclusion on any List; or (iii) the subject of any Regulatory Action or Third-Party Environmental Claim.
(d) To the knowledge of Parent, no Property has ever been used as a landfill, dump or other disposal, storage, transfer, handling or treatment area for Hazardous Materials, or as a gasoline service station or a facility for selling, dispensing, storing, transferring, disposing or handling petroleum and/or petroleum products.
(e) To the knowledge of Parent, there has not been any Release of any Hazardous Material on, under, about, from or in connection with the Property, including the presence of any Hazardous Materials that have come to be located on or under the Property from another location.
(f) To the knowledge of Parent, during Parent’s occupancy or use thereof, the Property at all times has been used and operated in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions Law.
(g) Parent has obtained all Governmental Authorizations relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None Law necessary for operation of the Real Properties containsCompany, or each of which is listed on Section 4.19(g) of the Parent Disclosure Schedule. All Governmental Authorizations relating to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Environmental Law will be valid and in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws full force and none effect upon consummation of the properties currently or formerly owned or operated transactions contemplated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, this Agreement. Parent has filed all material reports and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating notifications required to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or be filed under and pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any all applicable Environmental Law.
(eh) At all times during Parent’s occupancy or use thereof, no Hazardous Materials have been generated, treated, contained, handled, located, used, manufactured, processed, buried, incinerated, deposited or stored on, under or about any part of the Property. Any aboveground or underground storage tanks located on, under or about the Property have been duly registered with all appropriate Governmental Authorities and are otherwise in compliance in all material respects with all applicable Environmental Law.
(i) No judicial proceeding or governmental or administrative action is pending or, material expenditure will be required in order to the best knowledge of the Responsible Officers of the Borrower, threatened, under comply with any Environmental Law to which in effect at the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses time of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary Closing in connection with the Real Properties operation or otherwise in connection with the businesses continued operation of the Borrower and its Subsidiaries, in violation of or in amounts or Property in a manner that could give rise to consistent with the present operation thereof.
(j) No Lien has been attached or filed against Parent in favor of any Person for: (i) any liability under or violation of any applicable Environmental LawsLaw; (ii) any Release of Hazardous Materials; or (iii) any imposition of Environmental Costs.
Appears in 1 contract
Samples: Merger Agreement (Lectec Corp /Mn/)
Environmental Compliance. Except in each case as where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where existence and/or occurrence of any of the failure or related circumstance described below otherwise following could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each All of the Real Properties Estate and all operations at the Real Properties Estate are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permitsLaws, there is no violation of any Environmental Law or permit with respect to the Real Properties Estate or the businesses of the Borrower and its Subsidiariesoperations conducted thereon, and there are no conditions relating to the Real Properties Estate or the Businesses operations conducted thereon that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, Estate contains any Hazardous Materials at, on or under the Real Properties Estate in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually No Obligor or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Restricted Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding that remains unresolved or is currently outstanding with regard to, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Estate or the Businessesoperations conducted thereon, nor does THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 118 AMERICAS/2024146412.5 any Responsible Senior Officer of any Obligor or Restricted Subsidiary or the Borrower general partner of any Obligor or Restricted Subsidiary have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesEstate, or generated, treated, stored or disposed of at, on or under any of the Real Properties Estate or any other location, in each case by or on behalf of any Obligor or Restricted Subsidiary in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Senior Officers of Obligors and their Restricted Subsidiaries or the Borrowergeneral partner of any Obligor or Restricted Subsidiary, threatened, under any Environmental Law to which the Borrower any Obligor or any Restricted Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower any Obligor or any SubsidiaryRestricted Subsidiaries, the Real Properties, Estate or the businesses of the Borrower and its Subsidiariesoperations conducted thereon.
(f) There has been no release Environmental Release, or threat of release Environmental Release, of Hazardous Materials at or from the Real PropertiesEstate, or arising from or related to the operations (including, without limitation, including disposal) of the Borrower any Obligor or any Restricted Subsidiary in connection with the Real Properties Estate or otherwise in connection with the businesses of the Borrower and its Subsidiariesoperations conducted thereon, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto as specifically disclosed and described in Schedule 6.09 attached hereto or where the failure or related circumstance described below otherwise existence and/or occurrence of any of the following could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permitsLaws, there is no violation of any Environmental Law or permit with respect and, to the Real Properties or the businesses knowledge of the Borrower and its SubsidiariesResponsible Officers of the Loan Parties, and there are no conditions relating to the Real Properties or the Businesses that could are likely to give rise to liability on the part of any Consolidated Party under any applicable Environmental Laws.
(b) None To the knowledge of the Responsible Officers of the Loan Parties, none of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could that are likely to give rise to liability on the part of any Consolidated Party under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan No Consolidated Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding within the last three (3) years regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the BusinessesBusinesses that has not been resolved, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) No Consolidated Party has generated, treated, stored or disposed of Hazardous Materials at, on or under any of the Real Properties in violation of, or in a manner that is likely to give rise to liability on the part of any Consolidated Party under, any applicable Environmental Law. To the knowledge of the Responsible Officers of the Loan Parties, Hazardous Materials have not been transported or disposed of from the Real Properties, in each case, by or generated, treated, stored or disposed on behalf of at, on or under any of the Real Properties or any other locationConsolidated Party, in violation of, or in a manner that could is likely to give rise to liability on the part of any Consolidated Party under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary Consolidated Party is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any SubsidiaryConsolidated Parties, the Real Properties, Properties or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There To the knowledge of the Responsible Officers of the Loan Parties, there has been no release release, or threat of release release, of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary Consolidated Party in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability on the part of any Consolidated Party under Environmental Laws.
Appears in 1 contract
Samples: Credit Agreement (Genesco Inc)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, to the actual knowledge of the Loan Parties:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could reasonably be expected to give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, Facilities contains any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.
Appears in 1 contract
Samples: Credit Agreement (Symbion Inc/Tn)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of Except as set forth on SCHEDULE 8.8 to the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been Information Certificate or in compliance with all applicable that certain Phase I Environmental Laws and permits, there is no violation of any Environmental Law or permit Assessment with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating Property subject to the Real Properties Mortgage dated October, 2000, prepared by Water & Air Research, Inc. for Parent and Agent (the "Phase I Report"), neither any Borrower nor any of its Subsidiaries has generated, used, stored, treated, transported, manufactured, handled, produced or the Businesses that could give rise to liability under disposed of any Hazardous Materials, on or off its premises (whether or not owned by it) in any manner which at any time violates in any material respect any applicable Environmental LawsLaw or Permit, and the operations of each Borrower and each of its Subsidiaries complies in all material respects with all Environmental Laws and all Permits.
(b) None of Except as set forth on SCHEDULE 8.8 to the Real Properties containsInformation Certificate or the Phase I report, there has been no investigation by any Governmental Authority or any proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person nor is any pending or to the best of each Borrower’s 's knowledge has previously containedthreatened, with respect to any Hazardous Materials at, on non-compliance with or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated requirements of any Environmental Law by the Loan Party any Borrower or any of its Subsidiaries is listed or proposed for listing on the NPLrelease, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or any other environmental, health or safety matter, which adversely affects or could reasonably be expected to adversely affect in any material respect any Borrower or its business, operations or assets or any properties at which any Borrower has transported, stored or disposed of any Hazardous Materials.
(c) Neither any Loan Party Except as set forth on SCHEDULE 8.8 to the Information Certificate or the Phase I report, no Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually material liability (contingent or together otherwise) in connection with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened a release, discharge spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedMaterials.
(d) Hazardous Materials Each Borrower and each of its Subsidiaries have not been transported all Permits required to be obtained or disposed filed in connection with the operations of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, such Borrower under any Environmental Law to which the Borrower and all of such licenses, certificates, approvals or any Subsidiary is or will be named as a party, nor similar authorizations and other Permits are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower valid and its Subsidiariesin full force and effect.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of The Bank, its operations and the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in material compliance with all applicable Environmental Laws and permitsLaws. Neither Docking nor the Bank is aware of, there is no violation of any Environmental Law or permit with respect to the Real Properties nor has Docking or the businesses Bank received written notice of, any past, present, or future conditions, events, activities, practices or incidents that may interfere with or prevent the material compliance of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Bank with all Environmental Laws.
(b) None The Bank has obtained all material permits, licenses and authorizations that are required by it under all Environmental Laws, all such permits are in full force and effect, there exists no basis for revocation or suspension of the Real Properties containspermits, or to and the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated permits will not be affected by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLtransactions contemplated herein.
(c) Neither any Loan Party nor To the Knowledge of Docking or the Bank, no Hazardous Materials exist on, about or within any of its Subsidiaries the Properties, nor has any Hazardous Materials previously existed on, under, about or within or have been used, generated, stored, or transported from any of the Properties in violation of Environmental Laws. The use that the Bank makes of the Properties will not result in the use, generation, storage, transportation or accumulation of any Hazardous Material on, in or from any of the Properties in violation of Environmental Laws.
(d) There is undertakingno Proceeding by any Governmental Entity pending or, and has not completedto Docking’s or the Bank’s Knowledge, either individually threatened against the Bank or, to Docking’s or together with other potentially responsible partiesthe Bank’s Knowledge, any investigation or assessment or remedial or response action relating to any actual pending or threatened releaseagainst any other Person in connection with any Property, discharge or disposal arising in any way under any Environmental Law. To the Knowledge of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority Docking or the requirements of Bank, the Bank does not have any liability for remedial action under any Environmental Law. Neither Docking nor the Borrower nor any Subsidiary Bank has received any written request for information by any Governmental Entity with respect to the condition, use or verbal operation of any of the Properties, nor has Docking or the Bank received any written notice of, or inquiry from any Governmental Authority regarding Entity or other Person with respect to any violation, alleged violation, non-compliance, liability violation of or claimed or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding To the Knowledge of Docking or governmental the Bank, no Hazardous Materials have been disposed of on, or administrative action is pending orreleased to, or from, any of the Properties by Docking or the Bank, and, to Docking’s or the best knowledge Bank’s Knowledge, no Hazardous Materials are present in or on the soil, sediments, surface water or ground water on, under, or migrating from any of the Responsible Officers of the Borrower, threatened, under any Properties in concentrations that would give rise to an obligation to conduct a remedial action pursuant to Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its SubsidiariesLaws.
(f) There has been no release To the Knowledge of Docking or threat the Bank, none of release of Hazardous Materials the following exists at any property or from facility owned or operated by the Real PropertiesBank: (i) under or above ground storage tanks, (ii) friable asbestos-containing material in damaged condition, (iii) materials or equipment containing polychlorinated biphenyls which are in damaged condition and causing releases to the environment, or arising from (iv) landfills, surface impoundments, or related to the operations disposal areas for Hazardous Materials.
(including, without limitation, disposalg) None of the Borrower Properties currently owned or operated by the Bank is encumbered by a Lien arising or imposed under any Subsidiary Environmental Law.
(h) The transactions contemplated by this Agreement will not result in connection with any liabilities for site investigation or cleanup imposed by any Governmental Entity pursuant to Environmental Laws, or required the Real Properties or otherwise in connection with the businesses consent of any Person, pursuant to any of the Borrower and its Subsidiaries, in violation of so-called “transaction triggered” or in amounts or in a manner that could give rise to liability under “responsible property transfer” Environmental Laws.
(i) The Bank has not, either expressly or by operation of Law, assumed or undertaken any Hazardous Materials-related obligation for investigation, remedial action, or ongoing monitoring of any other Person under any Environmental Law.
(j) Docking has furnished to EQBK copies of reports in its possession discussing the environmental condition of any Property and any violations of Environmental Law relating to any Property.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each The Borrowers have duly complied in all material respects with, and the Vessels and their other properties and operations are in compliance in all material respects with, the provisions of all applicable environmental, health and safety laws, codes and ordinances and all rules and regulations promulgated thereunder of all Governmental Agencies unless such compliance would violate the laws or regulations of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been jurisdiction in compliance with all applicable Environmental Laws and permits, there which a Vessel is no violation of any Environmental Law located or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Lawsoperating.
(b) None As of the Real Properties containsdate of this Agreement, the Borrowers have received no notice from any Governmental Agency, and have no knowledge, of any fact(s) which constitute a violation of any applicable environmental, health or safety laws, codes or ordinances, and any rules or regulations promulgated thereunder of all Governmental Agencies, which relate to the Borrower’s knowledge has previously contained, use or ownership of any Hazardous Materials at, on Vessel or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the other properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLBorrowers.
(c) Neither any Loan Party nor any The Borrowers have been issued all required permits, licenses, certificates and approvals of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action all Governmental Agencies relating to any actual (i) air emissions, (ii) discharges to surface water of ground water, (iii) noise emissions, (iv) solid or threatened releaseliquid waste disposal, discharge (v) the use, generation, storage, transportation, treatment, recycling or disposal of Hazardous Materials at any siteSubstances or (vi) other environmental, location health or operation, either voluntarily safety matters necessary for the ownership or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any operation of the Real Properties Vessels or other properties owned or operated by the BusinessesBorrowers and such permits, nor does any Responsible Officer licenses, certificates and approvals are in full force and effect on the date of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedthis Agreement.
(d) To the best of the Borrowers' knowledge, except in accordance with a valid governmental permit, license, certificate or approval, there has been no spill or unauthorized discharge or release of any Hazardous Materials have not been transported or disposed of from Substance to the Real Properties, or generated, treated, stored or disposed of environment at, from or as a result of any operations on any Vessel or under other properties and operations owned or operated by the Borrowers required to be reported to any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental LawGovernmental Agency.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release material complaint, compliance order, compliance schedule, notice letter, notice of citation or threat of release of Hazardous Materials at or other similar notice from the Real Properties, or arising from or related to any applicable environmental agency which concerns the operations (including, without limitation, disposal) of the Borrower Vessels or any Subsidiary in connection with other properties owned or operated by the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental LawsBorrowers.
Appears in 1 contract
Environmental Compliance. Except where the Borrower as set forth in Schedule 5.09 hereto or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each the operations of the Real Properties each Loan Party and each of its Restricted Subsidiaries comply in all material respects with all Environmental Laws;
(b) each Loan Party and each of its Restricted Subsidiaries have obtained all Governmental Authorizations under Environmental Laws necessary to their respective operations, and all operations at the Real Properties such Governmental Authorizations are andin good standing, for the past 3 years, have been and each Loan Party and each of its Restricted Subsidiaries are in compliance with all applicable Environmental Laws material terms and permits, there is conditions of such Governmental Authorizations;
(c) (i) no violation Loan Party nor any of its Restricted Subsidiaries has received (A) any Environmental Law written notice or permit with respect claim to the Real Properties effect that it is or the businesses may be liable to any Person as a result of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, in connection with any Hazardous Materials ator (B) any letter or request for information under Section 104 of the Comprehensive Environmental Response, on Compensation, and Liability Act (42 U.S.C. Section 9604) or under comparable state laws, and (ii) to the Real Properties in amounts or concentrations that constitute or constituted a violation ofbest of the US Borrower's knowledge, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the operations of any Loan Party or any of its Restricted Subsidiaries is listed the subject of any federal or proposed for listing on the NPL.state investigation relating to or in connection with any Hazardous Materials at any Facility or at any other location;
(cd) Neither none of the operations of any Loan Party or any of its Restricted Subsidiaries is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Laws;
(e) no Loan Party nor any of its Restricted Subsidiaries is undertaking, and has not completed, either individually nor any of their respective Facilities or together operations are subject to any outstanding written order or agreement with other potentially responsible parties, any investigation governmental authority or assessment or remedial or response action private party relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of (a) any Environmental Law. Neither the Borrower Laws or (b) any Environmental Claims;
(f) no Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending orits Restricted Subsidiaries nor, to the best knowledge of the Responsible Officers of the US Borrower, threatened, any predecessor of any Loan Party or any of its Restricted Subsidiaries has filed any notice under any Environmental Law to which the Borrower indicating past or any Subsidiary is present treatment or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release Release of Hazardous Materials at any Facility;
(g) no Hazardous Materials exist on, under or from the Real Propertiesabout any Facility in a manner that would reasonably be expected to result in an Environmental Claim, and no Loan Party nor any of its Restricted Subsidiaries has filed any notice or arising from or related report of a Release of any Hazardous Materials that could reasonably be expected to result in an Environmental Claim;
(h) no Loan Party nor any of its Restricted Subsidiaries nor, to the operations (including, without limitation, disposal) best knowledge of the Borrower or US Borrower, any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation their respective predecessors has disposed of or in amounts or any Hazardous Materials in a manner that could give rise reasonably be expected to liability under result in an Environmental LawsClaim;
(i) no underground storage tanks or surface impoundments are on or at any Facility currently owned/or operated by any Loan Party or any of its Restricted Subsidiaries; and
(j) no Lien in favor of any Person relating to or in connection with any Environmental Claim has been filed or has been attached to any Facility.
Appears in 1 contract
Samples: Credit Agreement (Libbey Inc)
Environmental Compliance. The Borrower has caused Phase I environmental assessments to be conducted with respect to the Real Estate Assets. Based on the information contained in the reports received by Borrower with respect to said environmental assessments, Borrower makes the following representations and warranties:
(a) Except where as may be set forth on Schedule 6.18, to the Borrower best of Borrower's knowledge none of the Borrower, the Company, any other Guarantor, any of the Related Companies or its Subsidiaries any operator of the Real Estate or any portion thereof, or any operations thereon is in violation, or alleged material violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters (hereinafter collectively referred to as the "ENVIRONMENTAL LAWS"), including without limitation, those arising under the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986 ("XXXX"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to health, safety or the environment, including, without limitation, the environmental statutes, regulations, orders and decrees of the States in which any of the Unencumbered Properties or any of the Unencumbered Development Properties may be located, which violation would have a Material Adverse Effect or would materially decrease the value of an indemnity claim against Kraft FoodsUnencumbered Property or an Unencumbered Development Property. The foregoing, Inc. representations and warranties that relate to Unencumbered Properties or Unencumbered Development Properties shall be subject to the last sentence of Section 12.1(e).
(b) Except as set forth on Schedule 6.18 attached hereto, none of Borrower, any Guarantor, the Company or the Related Companies has received written notice from any third party including, without limitation any federal, state or local governmental authority with respect thereto to any of the Unencumbered Properties or where any of the failure Unencumbered Development Properties or related circumstance described below otherwise could not, individually or in if the aggregate, reasonably be expected to same would have a Material Adverse Effect:, (i) that it has been identified by the United States Environmental Protection Agency ("EPA") as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 000 Xxxxxxxx X (1986) ; (ii) that any hazardous waste, as defined by 42 U.S.C. Section 9601(5), any hazardous substances as defined by 42 U.S.C. Section 9601(14), any pollutant or contaminant as defined by 42 U.S.C. Section 9601(33) or any toxic substances, oiL or hazardous materials or other chemicals or substances regulated by any Environmental Laws ("Hazardous Materials") which it has generated, transported or disposed of have been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Borrower, any Guarantor, the Company or any of the Related Companies conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party's incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release of Hazardous Materials. The foregoing, representations and warranties that relate to Unencumbered Properties or Unencumbered Development Properties shall be subject to the last sentence of Section 12.1(e).
(ac) Each Except as set forth on Schedule 6.18 attached hereto and except to the extent the same would neither have a Material Adverse Effect nor materially decrease the value of an Unencumbered Property or an Unencumbered Development Property, (i) to the best of Borrower's knowledge no portion of the Real Properties and all operations at the Real Properties are and, Estate has been used for the past 3 yearshandling, have been processing, storage or disposal of Hazardous Materials except in material compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws; and except as set forth on Schedule 6.18, no underground tank or other underground storage receptacle for Hazardous Materials is located on any portion of the Real Estate; (ii) in the course of any activities conducted by the Borrower, any Guarantor, the Company, any of the Related Companies or the operators of any Real Estate, or to the best of Borrower's knowledge, any ground or space tenants on any Real Estate, no Hazardous Materials have been generated or are being used on the Real Estate except in material compliance with applicable Environmental Laws; (iii) there has been no present, or to the best of Borrower's knowledge past, releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (a "RELEASE") or threatened Release of Hazardous Materials on, upon, into or from any Real Estate; (iv) to the best of Borrower's knowledge, there have been no Releases on, upon, from or into any real property in the vicinity of any of the Real Estate which, through soil or groundwater contamination, may have come to be located on; and (v) to the best of Borrower's knowledge, any Hazardous Materials that have been generated on any of the Real Estate have been transported off-site only by carriers having an identification number issued by the EPA, treated or disposed of only by treatment or disposal facilities maintaining valid permits as required under applicable Environmental Laws, which transporters and facilities have been and are, to the best of the Borrower's knowledge, operating in material compliance with such permits and applicable Environmental Laws. Notwithstanding that any representation contained herein may be limited to the knowledge of the Borrower, any such limitation shall not affect the covenants specified in Section 7.10 or elsewhere in this Agreement. The foregoing, representations and warranties that relate to Unencumbered Properties or Unencumbered Development Properties shall be subject to the last sentence of Section 12.1(e).
(bd) None of the Real Properties containsEstate is or shall be subject to any applicable environmental clean-up responsibility law or environmental restrictive transfer law or regulation, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none solely by virtue of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLtransactions set forth herein and contemplated hereby.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Samples: Credit Agreement (Liberty Property Limited Partnership)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each Seller has obtained and is in material compliance with all approvals, authorizations, certificates, consents, licenses, orders and permits or other similar authorizations of all Governmental Authorities, or from any other Person, that are required under any Environmental Law in connection with the Business or the Tasso Property, a correct and complete list of which is set forth on Schedule 3.17(a).
(b) Seller is and at all times has been in material compliance with all other limitations, restrictions, conditions, standards, requirements, schedules and timetables required or imposed under all Environmental Laws.
(c) To the knowledge of the Real Properties Seller Parties, there are no past or present events, conditions, circumstances, incidents, actions or omissions relating to or in any way affecting Seller, the Business or any of the Purchased Assets that violate or violated or may after the Closing violate any Environmental Law or that may give rise to any Environmental Liability under any Environmental Law.
(d) Except as set forth on Schedule 3.17(d) and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, (i) Seller has not engaged in or permitted the handling, manufacture, treatment, storage, use, generation, release, discharge, refining, dumping or disposal of any Hazardous Substance on, under, in or about the Tasso Property, (ii) Seller has not transported any Hazardous Substance to, from or across the Tasso Property, (iii) to the knowledge of the Seller Parties, no Hazardous Substance is presently constructed, deposited, stored or otherwise located on, under, in or about the Tasso Property, (iv) to the knowledge of the Seller Parties, no Hazardous Substance has migrated from the Tasso Property onto, about or beneath any other properties, and permits(v) to the knowledge of the Seller Parties, no Hazardous Substance has migrated or threatened to migrate from other properties onto, about or beneath the Tasso Property.
(e) Seller has not received any notice or other communication concerning any alleged violation by Seller of any Environmental Law, or notice or other communication concerning any alleged Environmental Liability in connection with the Business or the Tasso Property. To the knowledge of the Sellers Parties, there is no writ, injunction, decree, order or judgment outstanding, nor any Proceeding pending or threatened, relating to (i) the ownership, use, maintenance or operation of the Tasso Property by any Person, (ii) any alleged violation of any Environmental Law or permit with respect to (iii) the Real Properties or the businesses presence of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, Substance thereon. Seller has not been ordered or requested by any Governmental Authority to take any steps to remedy any condition on or under the Real Properties in amounts or concentrations Tasso Property that constitute constitutes or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Silicon Valley Bancshares)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as disclosed on Schedule 7.33 and except as to matters that could not, individually or in the aggregate, not reasonably be expected likely to have a Material Adverse Effect:
(a) Each of The facilities and properties currently owned, leased or operated by the Real Properties and all operations at Loan Parties (the Real Properties are and“Properties”), for the past 3 yearsdo not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of, have been in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect (ii) could reasonably be expected to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under under, any applicable Environmental LawsLaw.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary Parties has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with or liability under Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of business operated by the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedLoan Parties (the “Business”).
(dc) Hazardous Materials have not been transported or disposed of from the Real PropertiesProperties by the Loan Parties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any applicable Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on by the Loan Parties at or under any of the Real Properties or any other location, in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law.
(ed) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the a Responsible Officers of the BorrowerOfficer, threatened, threatened in writing under any Environmental Law to which the Borrower or any Subsidiary is or Loan Parties are or, to the knowledge of a Responsible Officer of the Borrower, will be named as a partyparty or with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other similar administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, Properties or the businesses of the Borrower and its SubsidiariesBusiness.
(fe) There To the knowledge of a Responsible Officer, there has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary Loan Parties in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusiness, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under any applicable Environmental Laws.
(f) The Loan Parties have obtained (or in a timely manner applied for), and is in compliance with, all Environmental Permits required for its business, as currently conducted, and all such Environmental Permits are in full force and effect.
Appears in 1 contract
Environmental Compliance. (a) Except where the Borrower as set forth on Schedule 4.17, (i) no Company has disposed of, spilled, leaked or its Subsidiaries otherwise released Hazardous Materials on any Leased Real Property or on any property previously owned, leased or operated by any Company other than in compliance with Environmental Law and such as would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, not reasonably be expected to have a give rise to any investigation, corrective or remedial obligations under Environmental Law, and (ii) no Company nor any of their Affiliates has permitted Hazardous Material Adverse Effect:
(a) Each of to be located in the soil, surface water or groundwater on or below any Leased Real Properties and all operations at the Real Properties are andProperty or on or below any property previously owned, for the past 3 yearsleased or operated by any Company, have been other than in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect and such as would not reasonably be expected to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability any material costs for investigation, corrective or remedial obligations under any applicable Environmental LawsLaw.
(b) None Except as set forth in Schedule 4.17, no Hazardous Materials are or have been generated, manufactured, treated, stored, transported, used or otherwise handled by any Company either on or off of any Leased Real Property other than in compliance with Environmental Law. To the Knowledge of Shareholders and any Company, except as set forth in Schedule 4.17, (i) no portion of any Leased Real Properties containsProperty has been used at any time by any person for the treatment, storage, disposal, processing or to the Borrower’s knowledge has other handling of Hazardous Materials, and (ii) nor is any Leased Real Property or any property previously containedowned, leased or operated by any Company, affected by any Hazardous Materials at, on or under the Real Properties in amounts or concentrations a manner that constitute or constituted constitutes a violation of, of any Environmental Requirement or could give rise in a manner that requires or is reasonably expected to liability under, require the incurrence of material costs for investigation or remediation of any such contamination under any Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLRequirement.
(c) Neither To the Knowledge of Shareholders and any Loan Party nor Company, except as set forth in Schedule 4.17, no previous owner or tenant of the Leased Real Property has spilled, disposed, discharged, emitted or released any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at into, upon or from any siteLeased Real Property or into or upon the soil, location ground or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of surface water nor has violated any Environmental Law. Neither Requirements with respect to the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Leased Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedProperty.
(d) Hazardous Materials have Except as set forth in Schedule 4.17, there are no aboveground or underground storage tanks or associated piping (whether or not been transported regulated and whether or disposed not out of from the Real Propertiesservice, closed or generated, treated, stored or disposed of decommissioned) located at, on or under below any of the Leased Real Properties Property or on or below any other locationproperty previously owned, in violation of, leased or in a manner that could give rise to liability under, operated by any applicable Environmental LawCompany.
(e) No judicial proceeding To the Knowledge of Shareholders and any Company, except as set forth in Schedule 4.17, there is no condition affecting any Leased Real Property that is in material violation of any Environmental Requirement and (i) no Leased Real Property, (ii) no property previously owned, leased or governmental operated by any Company, and (iii) no property to which any Company has, directly or administrative action indirectly, transported or arranged for the transportation of any Hazardous Materials, is pending (x) listed on the National Priorities List promulgated pursuant to CERCLA, CERCLIS (as defined in CERCLA) or any similar state list or is the subject of Federal, state or local enforcement actions as of the date hereof or, (y) subject to other ongoing investigations that are reasonably expected to lead to claims against any Company for clean-up costs, investigation or remedial work, damage to natural resources or personal injuries, including, but not limited to, claims asserted pursuant to CERCLA. Except as set forth in Schedule 4.17, there are no asbestos-containing materials incorporated into the best knowledge buildings or interior improvements that are part of any of the Responsible Officers Leased Real Property. Except as set forth in Schedule 4.17, there is no electrical transformer, fluorescent light fixture with ballasts or other equipment containing polychlorinated biphenyls (“PCBs”) on any of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Leased Real Properties, or the businesses of the Borrower and its SubsidiariesProperty.
(f) Except as set forth in Schedule 4.17, each Company is in material compliance and has complied in all material respects with all Federal, state and local Environmental Requirements and no Company has received any notice of any citation for any violation of any such Environmental Requirements. There is no pending investigation, civil, criminal or administrative action, notice or demand letter, notice of violation, or other proceeding pending against any Company or the Shareholders, or expressly threatened in writing or, to the Knowledge of Shareholders and any Company, expressly threatened orally, by any Governmental Entity or any other Person with respect to ground or surface water, soil or air contamination, the storage, treatment, release, transportation or disposal of Hazardous Materials, the use of aboveground or underground storage tanks by any Company or the violation of any Environmental Requirement. Except as set forth in Schedule 4.17, no Company has been no release received any notice or threat other communication concerning any past, present or future events, actions or conditions which under present Law is reasonably expected to give rise to any material liability of release the Companies relating to the presence of Hazardous Materials at on the Leased Real Property or from on the Real Properties, or arising from or related real property of any Person. No Company has any agreement with any Governmental Entity relating to the operations (including, without limitation, disposal) of the Borrower any such environmental matter or any Subsidiary environmental or Hazardous Materials cleanup.
(g) Except as set forth in connection with Schedule 4.17, there are no liens under, pursuant to or as a result of any Environmental Requirement on any Leased Real Property or other Assets currently owned or leased by any Company and no actions by any Governmental Entity have been taken or are in process which are reasonably expected to subject the Leased Real Properties Property or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise any such other assets to liability under Environmental Lawsany such liens.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Borrower or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Borrower, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or or, to the knowledge of the Responsible Officers of the Loan Parties, threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of of, or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where as disclosed on Schedule 5.09 as of the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectClosing Date:
(a) Each The facilities and properties currently or formerly owned, leased or operated by any Borrower, or any of its respective Subsidiaries (the Real Properties and all operations at the Real Properties are and“Properties”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute a material violation of, for the past 3 years, have been in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect (ii) could reasonably be expected to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to material liability under under, any applicable Environmental LawsLaw.
(b) None of the Real Properties containsNo Borrower, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its respective Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any of material violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with or liability under Environmental Laws with regard to any of the Real Properties or the Businessesbusiness operated by any Borrower, nor does or any Responsible Officer of its Subsidiaries (the “Business”), or any prior business for which any Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedof its Subsidiaries has retained liability under any Environmental Law.
(dc) Hazardous Materials have not been transported or disposed of from the Real PropertiesProperties in violation of, or in a manner or to a location which could reasonably be expected to give rise to material liability under, any applicable Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law.
(ed) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerMain Borrower or its Subsidiaries, threatened, threatened under any Environmental Law to which the Borrowers, or any of their Subsidiaries is or, to the knowledge of the Main Borrower or any Subsidiary is or their Subsidiaries, will be named as a partyparty or with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other similar administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, Properties or the businesses of the Borrower and its SubsidiariesBusiness.
(fe) There has been no material release or threat of material release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower Main Borrower, or any Subsidiary of its Subsidiaries in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusiness, in violation of or in material amounts or in a manner that could reasonably be expected to give rise to liability under any applicable Environmental Laws.
(f) The Properties and all operations at the Properties are in material compliance with all applicable Environmental Laws.
(g) Each Borrower and each of its Subsidiaries has obtained, and is in compliance with, all Environmental Permits required for the material conduct of its businesses and operations, and the ownership, occupation, operation and use of its Property, and all such Environmental Permits are in full force and effect.
Appears in 1 contract
Environmental Compliance. Except where To the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each knowledge of the Real Properties and all operations at Company or the Real Properties are andBank, for the past 3 years, there have been in compliance with all applicable Environmental Laws and permits, there is no violation of any Environmental Law acts or permit omissions occurring on or with respect to real estate currently or previously owned, leased or otherwise used by the Real Properties Company or the businesses of Bank, including without limitation, other real estate owned, properties under foreclosure or properties held by the Borrower and its SubsidiariesBank in any fiduciary capacity (collectively, and there are no conditions relating to the Real Properties "Bank Property") which constitute or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties containsresult, or which are reasonably likely to have constituted or resulted, in the Borrower’s knowledge has previously containedcreation of any federal, any Hazardous Materials at, on state or under common law nuisance (whether or not the Real Properties in amounts or concentrations that constitute or constituted a violation ofnuisance condition is, or could give rise to liability underwas, Environmental Laws and none of the properties currently foreseen or formerly owned unforeseen) or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice ofwhich do not, or inquiry from any Governmental Authority regarding any violationhave not, alleged violationcomplied with federal, non-compliance, liability state or potential liability regarding local environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (laws including, without limitation, disposal) the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act and the Comprehensive Environmental, Response, Compensation and Liability Act, as amended, and their state and local law counterparts, all rules and regulations promulgated thereunder and all other legal requirements associated with the ownership and use of the Borrower Bank Property (collectively, "Environmental Laws") and as a result of which acts or any Subsidiary in connection with omissions the Real Properties Company or otherwise in connection with the businesses Bank is subject to or reasonably likely to incur a material liability. To the knowledge of the Borrower and Company or the Bank, neither the Company nor the Bank is subject to or reasonably likely to incur a material liability as a result of its Subsidiariesownership, lease, operation or use of any Bank Property (i) that is contaminated by or contains any hazardous waste, toxic substance or related materials, including without limitation, asbestos, PCBs, pesticides, herbicides, petroleum products, substances defined as "hazardous substances" or "toxic substances" in violation of or in amounts or in a manner that could give rise to liability under the Environmental Laws, and any other substance or waste that is hazardous to human health or the environment (collectively, "Toxic Substances"), or (ii) on which any Toxic Substance has been stored, disposed of, placed or used in the construction thereof. No claim, action, suit or proceeding is pending or threatened against the Company or the Bank relating to the Bank Property before any court or other governmental authority or arbitration tribunal relating to Toxic Substances, pollution or the environment, and there is no outstanding judgment, order, writ, injunction, decree or award against or affecting the Company or the Bank with respect thereto, nor have Sellers, the Company or the Bank been notified of any investigation or claim relating thereto. Schedule 3.23 includes a copy of all environmental property assessments previously conducted or possessed by the Company or the Bank with respect to the Bank Property currently owned or leased by the Bank.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties Facilities contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower Parent nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf the Parent or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower Parent or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or Parent, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or or, threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower Parent or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties The Company and all operations at the Real Properties any Property owned or operated by it are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and have obtained and are in compliance with all permits, there licenses, and other authorizations required under any Environmental Law. There is no past or present event, condition, or circumstance that is likely to interfere with the conduct of the business of the Company in the manner now conducted relating to such entity's compliance with Environmental Laws or constitute a material violation of thereof or which would have a Material Adverse Effect;
(b) The Company does not now or has not leased, operated, owned, or exercised managerial functions at any Environmental Law facilities or permit real property with respect to the Real Properties which such entity, facility, or the businesses of the Borrower and its Subsidiariesreal property is subject to any actual proceeding under any Environmental Law, and there are no conditions relating to the Real Properties Company is not aware of any facts or the Businesses circumstances that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted such a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.proceeding;
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually there are no actions or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is proceedings pending or, to the best knowledge of the Responsible Officers Company, threatened against the Company under any Environmental Law, and the Company has not received any notice (whether from any regulatory body or private person) of any violation, or potential or threatened violation, of any Environmental Law;
(d) there are no actions or proceedings pending or, to the knowledge of the BorrowerCompany, threatened, threatened under any Environmental Law to which involving the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials any Polluting Substances at or from on (i) any property currently or in the Real Propertiespast owned, operated, or arising from leased by the Company or related over which the Company exercised managerial functions; or (ii) at any property where Polluting Substances generated by the Company have been disposed;
(e) there is no Property for which the Company is or was required to the operations (includingobtain any permit under an Environmental Law to construct, without limitationdemolish, disposal) of the Borrower renovate, occupy, operate, or use such property or any Subsidiary in connection with portion of it;
(f) the Real Properties or otherwise in connection with Company has not generated any Polluting Substances;
(g) there has been no release of Polluting Substances by the businesses of the Borrower and its Subsidiaries, Company in violation of any Environmental Law which would require any report or notification to any governmental or regulatory authority in amounts or on any property;
(h) neither the Company nor any property is subject to investigation or, to the knowledge of the Company, threatened or pending litigation by federal, state, or local officials or a private litigant as a result of any previous on-site management, treatment, storage, release, or disposal of Polluting Substances or exposure to any Polluting Substances;
(i) there are no underground or above ground storage tanks on or under any property which are not in a manner that could give rise to liability under conformity with any Environmental Law and any property previously containing such tanks has been remediated in compliance with all Environmental Laws; and
(j) there is no asbestos containing material on any Property owned or operated by the Company.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Facilities and all operations at the Real Properties Facilities are and, for the past 3 years, have been in compliance with all applicable Environmental Laws Laws, and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties Facilities or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.. CHAR1\1724240v1
(b) None of the Real Properties Facilities contains, or to the knowledge of any Responsible Officer of the Borrower’s knowledge , has previously contained, any Hazardous Materials at, on or under the Real Properties Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties Facilities or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real PropertiesFacilities, or generated, treated, stored or disposed of at, on or under any of the Real Properties Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that could would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Loan Party, any Subsidiary, the Real Properties, Facilities or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real PropertiesFacilities, or arising from or related to the operations (including, without limitation, disposal) of the Borrower any Loan Party or any Subsidiary in connection with the Real Properties Facilities or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries as would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties and all operations at the Real Properties are and, for the past 3 years, have been in compliance with all applicable Environmental Laws and permitsLaws, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its SubsidiariesBusinesses, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPLLaws.
(c) Neither any Loan No Consolidated Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in each case by or on behalf of any Consolidated Party in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the BorrowerLoan Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary Consolidated Party is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any SubsidiaryConsolidated Parties, the Real Properties, Properties or the businesses of the Borrower and its SubsidiariesBusinesses.
(f) There has been no release release, or threat of release release, of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary Consolidated Party in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its SubsidiariesBusinesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where Tenant will not under any circumstances cause or permit the Borrower depositing, spillage or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto seepage of any "Hazardous or where the failure or related circumstance described below otherwise could not, individually Special Substance" in any dumpster or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each any other area of the Real Properties Project other than an in an area and all operations at the Real Properties are and, for the past 3 years, have been in a manner which is in strict compliance with all applicable Environmental Laws laws and permitswhich is Approved in advance by Landlord. Tenant will not use, there is no store, generate or dispose of any substance in any manner which would cause the Project to be classified as an Establishment under the laws of the State of Connecticut. Tenant will indemnify Landlord from and against any loss, cost, damage, fines, testing deemed reasonably necessary by Landlord or any other expense incurred by Landlord as a result of any violation of any environmental law or this paragraph by Tenant or any agent, servant, employee or contractor of Tenant. "Hazardous or Special Substance" means any substance that may not be dumped in a land fill as general trash, any substance listed under the laws of the State of Connecticut or the United States as a hazardous waste, or any other substance whose use, presence or storage at the Leased Premises requires any person to comply with any environmental reporting or registration requirement under any law. Landlord warrants and represents excepting any items used in normal office operations (1) that the Leased Premises and Project are and will be at the Commencement Date free from any hazardous, toxic or dangerous substance or material (collectively "Hazardous Materials") defined as such (or meeting criteria so as to be defined as such) in any federal, state, local or municipal law, ordinance, code, decree or requirement regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Material, as now or at any time hereafter may be in effect (collectively "Environmental Laws"); (ii) that the Leased Premises and Project are and will be at the Commencement Date free of any asbestos or asbestos containing substance; (iii) that Landlord has never received any notice of any violation of or non-compliance with any Environmental Law as regards the Leased Premises or permit with respect Project; (iv) that Landlord has never caused or permitted any Hazardous Material, asbestos or asbestos-containing substance to be placed, held, located or disposed of on, under or at the Real Properties Leased Premises or the businesses of the Borrower Project or any part PAGE 11 hereof. Landlord shall indemnify and its Subsidiarieshold Tenant harmless from and against any and all loss, damage, cost or expense (including but not limited to clean-up costs and there are no conditions losses relating to the Real Properties interruption or the Businesses that could give rise to liability under any applicable Environmental Laws.
(bcessation of operations) None arising out of the Real Properties contains, or to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal breach of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedforegoing warranties and representations.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties Company and all operations at the Real Properties are each Company Subsidiary is and, for the past 3 yearssince July 1, have been 2017 has been, in compliance in all material respects with all applicable Environmental Laws and permits, there is no violation of any Environmental Law or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None Each of the Real Properties containsCompany and each Company Subsidiary is in compliance in all material respects with and, or to the Borrower’s knowledge since July 1, 2017, has previously containedbeen in compliance in all material respects with, all Permits required under any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, applicable Environmental Laws to conduct the business and none operate the assets and processes of the properties currently or formerly owned or operated by Company and the Loan Party or any of its Company Subsidiaries is listed or proposed for listing on the NPLas presently conducted.
(c) Neither There are no pending or, to the Knowledge of the Company, threatened Environmental Claims against the Company or any Loan Party nor any of its Subsidiaries is undertakingCompany Subsidiary, and has the Company or the Company Subsidiaries have not completedreceived any notice, either individually report or together with other potentially responsible partiesinformation, any investigation or assessment or remedial or response action relating to in each case regarding any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice alleged violation of, or inquiry from any Governmental Authority regarding any violationmaterial liability under, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatenedLaws.
(d) To the Knowledge of the Company, no release of any Hazardous Materials have not been transported Substance has occurred on, in, under or disposed of from the Real Properties, Property for which there is or generated, treated, stored would reasonably be expected to be an obligation of the Company or disposed of at, on or a Company Subsidiary under any Environmental Law to perform an investigation or remedial action.
(e) Neither the Company nor any Company Subsidiary is subject to any judgment, decision, consent decree, injunction, ruling, writ, notice of the Real Properties violation or order of any other location, in violation of, or in a manner that could give rise Governmental Authority with respect to liability under, matters subject to regulation under any applicable Environmental Law.
(ef) No judicial proceeding or governmental or administrative action is pending or, to To the best knowledge Knowledge of the Responsible Officers of Company, neither the Borrower, threatened, under Company nor any Environmental Law to which the Borrower or Company Subsidiary has arranged for any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release shipment of Hazardous Materials at Substances to or from the Real Properties, or arising from or related to the operations any real property (including, without limitation, disposalthe Real Property) that currently gives rise to, or would reasonably be expected to give rise to, liability or obligations under any Environmental Law.
(g) The Company has furnished to Parent all environmental, health and safety audits, reports and other documents bearing on material environmental, health or safety liabilities from a Governmental Authority relating to the current or former operations or facilities of the Borrower Company or any Subsidiary Company Subsidiaries that are in connection with the Real Properties their possession or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Lawstheir reasonable control.
Appears in 1 contract
Samples: Merger Agreement (3d Systems Corp)
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or as set forth in the aggregate, reasonably be expected to have a Material Adverse EffectSchedule 3.23.:
(a) Each Mercantile, its Subsidiaries and any property owned or operated by any of the Real Properties and all operations at the Real Properties them are and, for the past 3 years, have been in compliance with all applicable Environmental Laws (as defined in Section 10.13.(a)) and have obtained and are in compliance with all permits, there licenses and other authorizations (individually a "Permit," and collectively, "Permits") required under any Environmental Law. There is no past or present event, condition or circumstance that could (1) interfere with the conduct of the business of Mercantile or its Subsidiaries in the manner now conducted relating to such entity's compliance with Environmental Laws, (2) constitute a violation of any Environmental Law or permit with respect to the Real Properties (3) which could have a Material Adverse Effect upon Mercantile or the businesses any of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws.;
(b) None of the Real Properties containsNeither Mercantile nor any Subsidiary currently leases, operates, owns or exercises managerial functions nor has formerly leased, operated, owned or exercised managerial functions at any facility or real property that is subject to any actual, potential or, to the Borrower’s knowledge has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none of the properties currently or formerly owned or operated by the Loan Party Mercantile or any of its Subsidiaries is listed or proposed for listing on the NPL.Subsidiary, threatened Proceeding under any Environmental Law;
(c) Neither There are no Proceedings pending or, to the knowledge of Mercantile or any Loan Party nor Subsidiary, threatened against Mercantile or any of its Subsidiaries is undertakingSubsidiary under any Environmental Law, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or the release, threatened release, discharge management, treatment, storage or disposal of Hazardous Materials at any siteof, location or operationexposure to Polluting Substances (as defined in Section 10.13.(d)), either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower and neither Mercantile nor any Subsidiary has received any written notice (whether from any regulatory body or verbal notice private person) of any claim under, or violation, or potential or threatened violation of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.Law; and
(d) Hazardous Materials Mercantile and its Subsidiaries have not been transported or disposed of from fully complied with the Real Propertiesguidelines issued by the OTS, or generated, treated, stored or disposed of at, on or under any of the Real Properties or and any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law authority with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower jurisdiction over Mercantile and its Subsidiaries, in violation that directs banks to implement programs to reduce the potential for banks to incur liability under, or to assess the compliance of borrowers or in amounts or in a manner that could give rise to liability under Collateral Property with, Environmental Laws.
Appears in 1 contract
Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) Each of the Real Properties The Borrower and its Subsidiaries will comply in all operations at the Real Properties are and, for the past 3 years, have been in compliance material respects with all applicable Environmental Laws in all jurisdictions in which any of them operates now or in the future, and permitsthe Borrower and its Subsidiaries will comply in all material respects with all such Environmental Laws that may in the future be applicable to the Borrower’s or any of its Subsidiaries’ business, there is no properties and assets.
(b) If the Borrower or any Subsidiary of the Borrower shall (i) receive notice that any material violation of any Environmental Law may have been committed or permit with respect is about to be committed by the Real Properties Borrower or any Subsidiary of the businesses Borrower, (ii) receive notice that any administrative or judicial complaint or order has been filed or is about to be filed against the Borrower or any Subsidiary of the Borrower and its Subsidiaries, and there are no conditions relating to alleging a material violation of any Environmental Law requiring the Real Properties Borrower or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None Subsidiary of the Real Properties contains, or Borrower to take any action in connection with the Borrower’s knowledge has previously contained, any release of Hazardous Materials atinto the environment, on (iii) receive any notice from a federal, state or under local government agency or private party alleging that the Real Properties in amounts Borrower or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws and none any Subsidiary of the properties currently Borrower may be liable or formerly owned responsible for any material amount of costs associated with a response to or operated cleanup of a release of Hazardous Materials into the environment or any damages caused thereby, (iv) become aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Loan Party Borrower or any of its Subsidiaries is listed regarding any potential material violation of Environmental Laws or proposed for listing on the NPL.
(c) Neither any Loan Party nor any of its Subsidiaries is undertakingspill, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of any Hazardous Materials at any site, location Material or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from (v) notify any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with material violation of Environmental Laws with regard to or any spill, release, discharge or disposal of the Real Properties or the Businesses, nor does any Responsible Officer of Hazardous Material by the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Responsible Officers Subsidiary of the Borrower, threatened, under any Environmental Law to which the Borrower shall promptly notify the Lender thereof (together with a copy of any such notice) and of any action being or any Subsidiary is or will proposed to be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law taken with respect thereto and thereafter shall continue to furnish to the Borrower or any SubsidiaryLender all further notices, demands, reports and other information regarding the Real Properties, or the businesses of the Borrower and its Subsidiariesforegoing.
(f) There has been no release or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
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Environmental Compliance. Except where the Borrower or its Subsidiaries would have an indemnity claim against Kraft Foods, Inc. with respect thereto or where the failure or related circumstance described below otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectas set forth on Schedule 3.10:
(a) Each of the Real Properties Seller has obtained and all operations at the Real Properties are and, for the past 3 years, have been is in material compliance with all applicable permits, approvals, licenses and authorizations required under any Environmental Laws and permits, there is no to operate the Business. Seller has not received any written notice or been cited for any violation or potential violation of any Environmental Law such permit, approval, license or permit with respect to the Real Properties or the businesses of the Borrower and its Subsidiaries, and there are no conditions relating to the Real Properties or the Businesses authorization by any governmental entity that could give rise to liability under any applicable Environmental Lawswould result in material liability.
(b) None Seller is in material compliance, and has at all times complied in all material respects, with all Environmental Laws, and Seller has not received any written notice or been cited for any violation or potential violation of any such Environmental Laws. To Seller’s Knowledge, no capital expenditures by Seller or Purchaser (following the Real Properties containsClosing Date) shall be required to establish or maintain compliance with any applicable Environmental Laws. To Seller’s Knowledge, there is no pending investigation, civil, criminal or administrative action, written notice or demand letter, notice of violation or other proceeding by any governmental entity with respect to ground or surface water, soil or air contamination, the Borrower’s knowledge storage, treatment, release, transportation or disposal of Hazardous Materials. Seller has previously containednot received any written notice or other written communication concerning any past, any Hazardous Materials atpresent or future events, on actions or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could conditions which may give rise to any liability under, Environmental Laws and none of Seller or Purchaser (following the properties currently or formerly Closing Date) relating to the presence of Hazardous Materials on any real property owned or operated leased by the Loan Party Seller. Seller has no agreement with any governmental entity relating to any such environmental matter or any of its Subsidiaries is listed environmental or proposed for listing on the NPLHazardous Materials cleanup.
(c) Neither any Loan Party nor any of its Subsidiaries is undertakingAs used in this Agreement, "Environmental Laws" shall mean all federal, state, local and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action foreign laws and regulations relating to any actual pollution or protection of human health or the environment (including ambient air, surface, water, ground water, land surface or subsurface strata), including laws and regulations relating to emissions, discharges, releases or threatened release, discharge or disposal releases of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to any Governmental Authority or the requirements of any Environmental Law. Neither the Borrower nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Responsible Officer of the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, otherwise relating to the best knowledge of the Responsible Officers of the Borrowermanufacture, threatenedprocessing, under any Environmental Law to which the Borrower distribution, use, treatment, storage, disposal, transport or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Borrower or any Subsidiary, the Real Properties, or the businesses of the Borrower and its Subsidiaries.
(f) There has been no release or threat of release handling of Hazardous Materials at or from the Real Properties, or arising from or related to the operations (including, without limitation, disposal) of the Borrower or any Subsidiary in connection with the Real Properties or otherwise in connection with the businesses of the Borrower and its Subsidiaries, in violation of or in amounts or in a manner that could give rise to liability under Environmental LawsMaterials.
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