Environmental Condition of the Property. Except as disclosed on Schedule 5.5:
(a) The location, construction, occupancy, operation and use of the Corporation's properties do not violate any applicable law, statute, ordinance, rule, regulation, order or determination of any governmental authority or other body exercising similar functions, or any restrictive covenant or deed restriction (recorded or otherwise) affecting such properties, including, without limitation, all applicable zoning ordinances and building codes, flood disaster, occupational health and safety laws and Environmental Laws and regulations (as referred to in this Section 5.5, collectively, "applicable laws") where such violation would cause a Material Adverse Effect;
(b) Without limitation of clause (a) of this Section 5.5, neither the Corporation, the Subsidiary nor such properties are subject to any existing, pending or threatened investigation or inquiry by any governmental authority or subject to any remedial obligations due to violations of applicable laws;
(c) Neither the Corporation nor the Subsidiary is subject to any liability or obligation relating to (i) the environmental conditions on, under or about such properties, including, without limitation, the soil and ground water conditions at such properties, or (ii) the use, management, handling, transport, treatment, generation, storage, disposal, release or discharge of any Polluting Substance which would cause a Material Adverse Effect;
(d) There is no Polluting Substance or other substance that may pose any risk to safety, health or the environment on, under or about any such properties which would cause a Material Adverse Effect;
(e) The Corporation and/or the Subsidiary, whichever is applicable, have taken reasonable steps to determine and hereby represents and warrants that no Polluting Substances have been disposed of or otherwise released on, onto, into, or from their properties by the Corporation or the Subsidiary, and the use which the Corporation and/or the Subsidiary makes and intends to make of such properties does not and will not result in the disposal or other release of any Polluting Substances on, onto, into or from such properties; and
(f) The Corporation and/or the Subsidiary, whichever is applicable, have been issued all required federal, state and local licenses, certificates or permits relating to, and their properties, the Corporation, the Subsidiary and the Corporation's and the Subsidiary's facilities, business, assets, leaseholds and equipment ...
Environmental Condition of the Property. The Property, to the best of Seller's knowledge, is not in violation of any federal, state or local law, ordinance or regulation relating to environmental conditions on, under or about the Property, including, but not limited to soil and groundwater conditions. To the best of Seller's knowledge, there are no underground storage tanks currently or previously situated in the Property. Neither Seller, nor to the best of Seller's knowledge has any third party used, generated, manufactured, refined, produced, processed, stored or disposed of on, or under the Property or transported to or from the Property any Hazardous Materials. For the purposes of this Agreement, "Hazardous Materials" means any flammable explosives, radioactive materials, asbestos, petroleum, organic compounds known as polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of "hazardous substances", "hazardous material" or "toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 V.S.C. § 9601, et seq., the Hazardous Materials Transportation Act, 49 V.S.C. § 1801, et seq., the Resource Conservation and Recovery Act, 42 V.S.C. § 6901 et seq., or any other federal, state or local statute, law, ordinance, code, rule, regulation, order, decree or other requirement of governmental authority regulating, relating to or imposing liability or standard of conduct concerning any hazardous, toxic or dangerous substance or material, as now or at any time hereafter in effect, and in the regulations adopted, published and/or promulgated pursuant to said laws.
Environmental Condition of the Property. Except as disclosed (i) in that certain Phase I Environmental Assessment pertaining to the Property prepared by Property Solutions Incorporated and dated February 18, 2009, or (ii) in the Environmental Reports (hereinafter defined), neither Guarantor, Seller, any of Seller’s subsidiaries nor, to Guarantor’s knowledge, any prior owner of any portion of the Property, has deposited, stored, disposed of, transported, buried, dumped, injected, spilled, leaked, discharged, poured, pumped, released or used, or suffered any of the foregoing with respect to, any hazardous wastes, hazardous substances, hazardous materials, toxic substances, hazardous air pollutants or toxic pollutants, as those terms are used in the definition of Environmental Laws (as defined in the Lease), at, upon, under, within or from all or any portion of the Property in violation of any Environmental Law, and the Property does not presently contain any such substance, material or pollutant in violation of any Environmental Laws. No lien exists, nor is any lien threatened against, all or any portion of the Property because of the existence of any such substance, material or pollutant in violation of any Environmental Laws. As used herein the word “contain” shall mean contain, deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in or on any of the Property. There are no Environmental Laws which prohibit the present or intended use of the Property. Guarantor or Seller has delivered to Landlord copies of the environmental reports previously obtained by Seller regarding the Property and listed on Schedule 6 (the “Environmental Reports”).
Environmental Condition of the Property. Seller represents and warrants to Buyer that it has no current actual knowledge of any prior or current Environmental Conditions affecting the Property or any prior or current violations of Environmental Law with respect to the Property, nor does Seller have any current actual knowledge of any prior or current regulatory actions taken with respect to the Property regarding an actual or alleged Environmental Condition. Further, Seller represents that it has received no written notice of, and has no other current actual knowledge of, any pending or threatened claims or other restrictions of any nature related to any Environmental Condition or arising under Environmental Law with respect to the Property. For purposes of Section 5.1, the following terms have the following meanings:
Environmental Condition of the Property. Except as disclosed on Schedule 4.5:
(a) With respect to permits and licenses, (i) all material licenses, permits, consents or other approvals required under Environmental Laws that are necessary to the operations of the business of the Credit Parties have been obtained and, to the extent material, are in full force and effect and are listed on the attached Schedule 4.5, and no Credit Party is aware of any Basis for revocation or suspension of any such licenses, permits, consents or other approvals; (ii) to the Knowledge of the Company, and except for notices, modifications or amendments required to be filed with the appropriate Governmental Entity to reflect such change in ownership or control, which are disclosed on Schedule 4.5, as a result of the Kenan Acquisition Transaction and the Advantage Acquisition Transaction, and except for notices, modifications or amendments required to be filed with the appropriate Governmental Entity to reflect change in ownership or control, no Environmental Law imposes any obligation upon the Credit Parties, as a result of any transaction contemplated hereby, requiring prior notification to any Governmental Entity of the transfer of any permit, license, consent or other approval which is necessary to the operations of the business of the Credit Parties; and (iii) all of the facilities and operations of the business of the Credit Parties have been operated, in all material respects, in accordance with the permits, licenses, consents or approvals of the Credit Parties and within the production levels or emission levels specified in such permits, licenses, consents or approvals.
(b) Each of the Credit Parties is in compliance in all material respects, and has at all times operated its business in compliance in all material respects, with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations of Environmental Laws. To the Knowledge of the Company, no incident has occurred that was required to be reported by the Credit Parties to a Governmental Entity under any Environmental Law that has not been reported. During the three years prior to the date of this Agreement, no Governmental Entity has issued any citation, notice of violation or other enforcement action against the Credit Parties, except enforcement actions that have been finally resolved in a manner that will not require the expenditure of funds by the Credit Parties subsequent to the Closing Date of more than $100,0...
Environmental Condition of the Property. Based on the disclosure of Landlord as described in (a) above, and the Tenant’s investigation of the Property, it is acknowledged by the parties that the List of Environmental Condition Documents disclose that:
(i) the Xxxxxxxx Landfill was formerly used for disposal of primarily construction debris and demolition wastes, (ii) the Sparks Landfill was formerly used for the disposal of primarily solid waste, (iii) the Xxxxx Mud Pit was formerly used for the disposal of oil well drilling fluid and other liquid wastes, (iv) Landfill Gases, including methane, associated with the Xxxxxxxx Landfill and the Sparks Landfill are presently being mitigated using Landfill Gas collection systems, and (v) portions of the Xxxxx Mud Pit contain elevated levels of methane gas. Subject to the satisfaction of the conditions set forth in Section 205.2(g) of the DDA and completion of Landlord’s Work, Tenant shall be deemed to have approved the Environmental Condition of the Property.
Environmental Condition of the Property. The environmental condition of the Property and the conformance thereof with applicable laws, statutes, ordinances, codes, orders, decrees, rules and regulations (hereinafter "Environmental Requirements"), shall be acceptable to Purchaser, in Purchaser's sole discretion, Purchaser, itself or by its agents, consultants or representatives, may also, at any time during the Environmental Inspection Period, after making prior arrangements therefor with Seller, enter upon and inspect the Property during normal business hours; provided, however that no such entry or inspection shall interfere with the operation of the Property by Seller, the rights of tenants of the Property, cause any physical damage to the Property. No boring, drilling or other physical intrusion into the land, structures or improvements comprising the Property shall be made on the Property without prior written approval of Seller. Any such entry shall be at the sole and entire cost, risk and expense of Purchaser.
Environmental Condition of the Property. Except as disclosed on Schedule 4.5, the location, construction, occupancy, operation and use of the Property do not violate any applicable laws, rules or regulations relating to air emissions, water discharge, noise emissions, solid or liquid waste disposal, Polluting Substances or other environmental, health or safety matters (as referred to in this Section 4.5, collectively, "applicable laws") in a material manner, neither any Borrower nor Parent nor the Property is subject to any existing, pending or, to the knowledge of Parent or Borrowers, threatened investigation or inquiry by any governmental authority or subject to any remedial obligations due to violations of any applicable laws, no Borrower or Parent is subject to any liability or obligation relating to the environmental conditions on, under or about the Property, including related to any Polluting Substance in excess of $250,000, individually, or in the aggregate, and each Borrower and Parent has been issued, and is in compliance, in all material respects, with, all required licenses, permits and certificates relating to the Property.
Environmental Condition of the Property. Buyer represents and warrants that Seller has made no representations, warranties or covenants of any kind, express or implied, with respect
Environmental Condition of the Property. Based on a review of the Basewide FOSL, the EBS, SEBS, SSSEBS and VSIs/PSIs, the property is classified Environmental Condition Categories (ECC) 1 through 7.
