Environmental Condition. Except as set forth on Schedule 4.12, (a) to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated pursuant to any Environmental Law as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, that any Environmental Lien has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse Change.
Appears in 3 contracts
Samples: Senior Secured Debtor in Possession Credit Agreement (Colt Finance Corp.), Credit Agreement (Colt Finance Corp.), Credit Agreement (Colt Defense LLC)
Environmental Condition. Except as set forth on Schedule 4.12, 4.12 or as individually or in the aggregate could not reasonably be expected to result in a Material Adverse Change,:
(a) to Borrowers’ Borrower’s knowledge, no Loan Party’s nor any or each of Parent and each of its Restricted Subsidiaries’ properties or assets has have ever been used by a Loan Party, its Restricted Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ Borrower’s knowledge, no Loan Party’s nor any of or its Restricted Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor is in compliance with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws; (ii) there are no pending or, to the knowledge of Parent, Holdings and Borrower, Environmental Actions threatened in writing against Parent or any of its Restricted Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to toor any Real Property owned owned, leased or operated by a Loan Party or its SubsidiariesRestricted Subsidiaries (other than any such Lien that has been released), and (d) no Loan Party nor norParent or any of its Restricted Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability.(including any such claim arising out of the ownership, lease or operation by Parent or any of its Restricted Subsidiaries of any Real Property formerly owned, leased or operated by Parent or any of its Restricted Subsidiaries but no longer owned, leased or operated by Parent or any of its Restricted Subsidiaries); and (iii) there are no facts, circumstances, conditions or occurrences with respect to the business or operations of Parent or any of its Restricted Subsidiaries, or any Real Property owned, leased or operated by Parent or any of its Restricted Subsidiaries (including, to the knowledge of Parent, Holdings and Borrower, any Real Property formerly owned, leased or operated by Parent or any of its Restricted Subsidiaries but no longer owned, leased or operated by Parent or any of its Restricted Subsidiaries) or, to the knowledge of Parent, Holdings and Borrower, any property adjoining or adjacent to any such Real Property that could be reasonably expected to form the basis of an Environmental Action against Parent or any of its Restricted Subsidiaries or any Real Property owned, leased or operated by Parent or any of its Restricted Subsidiaries; and
(b) Hazardous Materials have not at any time been generated, used, treated or stored on, or transported to or from, or Released on or from, any Real Property currently owned, leased or operated by Parent or any of its Restricted Subsidiaries or, to the knowledge of Parent, Holdings and Borrower, any Real Property formerly owned, leased or operated by Parent or any of its Restricted Subsidiaries or property adjoining or adjacent to any Real Property, where such generation, use, treatment, storage, transportation or Release has incurred violated any applicable Environmental Liability that, individually Law or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no give rise to an Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse ChangeAction.
Appears in 2 contracts
Samples: Credit Agreement (AdvancePierre Foods Holdings, Inc.), Credit Agreement (AdvancePierre Foods Holdings, Inc.)
Environmental Condition. Except as set forth on Schedule 4.123.12, (a) to Borrowers’ knowledge, no Loan Partyneither Borrower’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan PartyBorrower, its Subsidiaries, or or, to Borrower’s knowledge, by previous owners or operators in the disposal of, or to produce, use, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, use, storage, handling, treatment, release or transport was in violationviolation of, or requires investigation, remediation or other response action under, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ Borrower’s knowledge, no Loan Partyneither Borrower’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law Laws as a Hazardous Materials disposal site, (c) no Loan Party neither Borrower nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property owned or operated by a Loan Party Borrower or its Subsidiaries, and (d) no Loan Party neither Borrower nor any of its Subsidiaries nor nor, to Borrower’s knowledge, any of their respective facilities or operations is subject to any outstanding written order, judgment, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse ChangeEffect. Except as set forth on Schedule 3.12, (e) there are and, to the Borrower’s knowledge, have been, no Environmental Law regulatesconditions, occurrences, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received activities concerning Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result form the basis of Environmental Liability or a claim under any Environmental Law against Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse ChangeEffect. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Powerwave Technologies Inc), Credit Agreement (Powerwave Technologies Inc)
Environmental Condition. Except as set forth on Schedule 4.12, (a) to Borrowers’ Borrower's knowledge, no Loan Party’s 's nor any of its Subsidiaries’ ' properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, violation of any applicable Environmental LawLaw that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (b) to Borrowers’ Borrower's knowledge, no Loan Party’s 's nor any of its Subsidiaries’ ' properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law environmental protection statute as a Hazardous Materials disposal sitesite that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its SubsidiariesSubsidiaries other than Liens to the extent the liability secured thereby does not exceed $500,000 in the aggregate for all such Liens, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse Change.
Appears in 2 contracts
Samples: Credit Agreement (MDC Partners Inc), Credit Agreement (MDC Partners Inc)
Environmental Condition. Except as set forth on Schedule 4.12, (a) to Borrowers’ knowledgeParent, no for itself and the other Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan PartyParties, its Subsidiaries, or by previous owners or operators conducts in the disposal of, ordinary course of business a review of the effect of existing Environmental Laws relating to remedial obligations and claims alleging potential liability or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, responsibility for violation of any applicable Environmental Law, (b) to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated pursuant to any Environmental Law on their respective businesses, operations and properties, and as a Hazardous Materials disposal site, (c) no Loan Party nor any result thereof the Borrowers have reasonably concluded that such effect of its Subsidiaries has received written notice, or has knowledge, that any existing Environmental Lien has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person Laws relating to remedial actions and claims alleging potential liability or responsibility for violation of any Environmental Law that has, or has incurred any Environmental Liability thatwould reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (including for this purpose taking into account any reserves).
(b) Except as otherwise set forth in Schedule 4.12 or where such status or condition could not, individually or in the aggregate, have or reasonably be expected to result in have a Material Adverse Change, Effect: (ei) no Environmental Law regulates, or requires notification to a Governmental Authority none of the Closing Date Transactionsproperties currently or, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any the Loan PartyParties, formerly owned or operated by any Loan Party or any predecessor of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and have never been any underground or above ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in interest, or at any disposal or treatment facility that received which Hazardous Materials generated are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or a predecessor in interestany of its Subsidiaries or, which to the best of the knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently owned or operated by any Loan Party or any of its Subsidiaries; (v) neither any Loan Party nor any of its Subsidiaries is undertaking, 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; and (vi) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in the aggregate could a manner that would not reasonably be expected to result in a Material Adverse Changeliability to any Loan Party.
Appears in 2 contracts
Samples: Credit Agreement (Polyone Corp), Credit Agreement (Polyone Corp)
Environmental Condition. Except as set forth on Schedule 4.124.11 to this Agreement, (a) to Borrowers’ each Borrower’s knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental LawLaw that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (b) to Borrowers’ each Borrower’s knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law environmental protection statute as a Hazardous Materials disposal sitesite that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its SubsidiariesSubsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse ChangeEffect.
Appears in 2 contracts
Samples: Credit Agreement (Insteel Industries Inc), Credit Agreement (Insteel Industries Inc)
Environmental Condition. Except as set forth on Schedule 4.125.14 and except as would not reasonably be expected to result in a Material Adverse Change, (a) to BorrowersObligors’ knowledge, no Loan Party’s nor any none of its Obligors’ or their Subsidiaries’ properties or assets has ever been used by a Loan PartyObligors, its their Subsidiaries, or by previous owners or operators or any third party in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such use, disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to BorrowersObligors’ knowledge, no Loan Party’s none of Obligors’ nor any of its their Subsidiaries’ properties or assets is, or within the last ten (10) years has ever been been, designated or identified in any manner pursuant to any Environmental Law environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party none of Obligors nor any of its their respective Subsidiaries has have received written notice, or has knowledge, notice that any an Environmental Lien has attached to any revenues or to any Real Property owned or operated by a Loan Party Obligors or its their Subsidiaries, (d) no Loan Party nor any none of its Subsidiaries nor Obligors or any of their respective facilities or operations is subject to any outstanding written orderSubsidiaries have received a summons, consent decreecitation, notice, or settlement agreement with directive from the United States Environmental Protection Agency or any Person other federal or state governmental agency, the UK Environment Agency, a UK Local Authority or predecessors to the same or other competent authorities concerning any action or omission by any Obligor or any Subsidiary of an Obligor resulting from the releasing or disposing of Hazardous Materials into the environment in material violation of any Environmental Law, and (e) Obligors have provided or otherwise made available to Lenders copies of all environmental studies, reports, and other material documents in the possession or knowledge and control of Obligors or the Subsidiary of any Obligors or their advisors relating to any Environmental Law or has incurred any Actions, Environmental Liability thatLiabilities and Costs, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulatesRemedial Actions, or requires notification to a Governmental Authority the presence of the Closing Date Transactionsany Hazardous Materials (i) at, (f) no Environmental Action is pendingon, under, or migrating to each Loan Party’s knowledge is threatened, against a Loan Party, or from any predecessor in interest assets or properties of any Obligor or any facilities that may have received Subsidiary of any Obligor, or (ii) at any facility at which Hazardous Materials generated generated, handled, transported or disposed of by any Loan Party Obligor, or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge Subsidiary of any Loan PartyObligor, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably came to be expected to result in a Material Adverse Changelocated.
Appears in 2 contracts
Samples: Loan and Security Agreement (SMART Modular Technologies (WWH), Inc.), Loan and Security Agreement (SMART Modular Technologies (DE), Inc.)
Environmental Condition. Except as set forth on Schedule 4.124.11, or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect:
(a) to Borrowers’ its knowledge, no the properties owned, leased or operated by each Loan Party’s nor any of its Subsidiaries’ properties Party and each Subsidiary thereof now or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal ofpast do not contain, or to produce, store, handle, treat, release, or transportand have not previously contained, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release Materials in amounts or transport was in violation, in any material respect, concentrations which constitute or constituted a violation of any applicable Environmental Law, Laws;
(b) to Borrowers’ its knowledge, each Loan Party and each Subsidiary thereof and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no Loan Party’s nor any of its Subsidiaries’ contamination by Hazardous Materials at, under or about such properties or assets has ever been designated pursuant to any Environmental Law as a Hazardous Materials disposal site, such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof;
(c) no Loan Party nor any of its Subsidiaries Subsidiary thereof has received written noticeany unresolved notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters, Hazardous Materials, or has knowledge, that any compliance with Environmental Lien has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, Laws;
(d) no Loan Party nor any of to its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written orderknowledge, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party have not been transported or any predecessor in interestdisposed of to or from the properties owned, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned leased or operated by any Loan Party or any predecessor Subsidiary thereof in interestviolation of, or at in a manner or to a location which would reasonably be expected to give rise to liability under, Environmental Laws, nor have any disposal or treatment facility that received Hazardous Materials generated been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner that would reasonably be expected to give rise to liability under, any applicable Environmental Laws;
(e) no judicial proceedings or governmental or administrative action is pending, or, to the knowledge of Parent Borrower, threatened, under any Environmental Law to which any Loan Party or any Subsidiary thereof is or, to the knowledge of Parent Borrower, will be named as a potentially responsible 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 applicable Environmental Law with respect to any Loan Party or any Subsidiary thereof; and
(f) to its knowledge, there has been no release or threat of release, of Hazardous Materials at or from properties owned, leased or operated by any Loan Party or a predecessor in interestany Subsidiary, which individually now or in the aggregate could reasonably be expected to result past, in violation of or in amounts or in a Material Adverse Changemanner that could give rise to liability under applicable Environmental Laws.
Appears in 2 contracts
Samples: Credit Agreement (FTS International, Inc.), Credit Agreement (FTS International, Inc.)
Environmental Condition. Except as set forth on Schedule 4.12, (a) to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, violation of any applicable Environmental Law, except to the extent that the foregoing could not reasonably be expected to result in a Material Adverse Change, (b) to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated pursuant to or identified on (i) the National Priorities List or (ii) CERCLIS or on any other governmental database or list of properties indicating an actual or potential material liability under any Environmental Law as Law, which in the case of this clause (b), could reasonably be expected to result in a Hazardous Materials disposal siteMaterial Adverse Change, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law securing an amount in excess of $500,000 has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, except to the extent that such Liens are subject to a Permitted Protest or are Permitted Liens, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse Change.
Appears in 1 contract
Environmental Condition. Except as set forth on Schedule 4.124.11, (a) to Borrowers’ each Borrower’s knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ each Borrower’s knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law as a Hazardous Materials disposal sitesite or at a location at which any material Remedial Action is required pursuant to any Environmental Law, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that any an Environmental Lien has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries or that any such Environmental Lien has caused such Real Property to be subject to any material restrictions on the ownership, occupancy, use of transferability of such Real Property by any Loan Party or any of its Subsidiaries, (d) except to the extent such Loan Party or Subsidiary has set aside on its books financial reserves as required by GAAP (or such other generally accepted accounting principles as may be applicable in the relevant jurisdiction), to each Borrower’s knowledge, there are no releases of Hazardous Materials at, on, under, from or affecting any Real Property, or other Environmental Liabilities, that are reasonably expected to form the basis of a material Environmental Action against any Loan Party or any of its Subsidiaries and (e) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding Environmental Action or any written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, that individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse ChangeEffect.
Appears in 1 contract
Samples: Credit Agreement (Pernix Therapeutics Holdings, Inc.)
Environmental Condition. Except as set forth on Schedule 4.124.14, (a) to Borrowers’ knowledge, no Loan Party’s nor any the operations of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators each Borrower and each of their respective Subsidiaries are in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable compliance with all Environmental Law, Laws; (b) to Borrowers’ knowledge, there has been no Loan Party’s nor Release at any of its Subsidiaries’ the properties owned or assets has ever been designated pursuant to operated by any Environmental Law as a Borrower or any of their respective Subsidiaries or any predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials disposal site, generated by any Borrower or any of their respective Subsidiaries or any predecessor in interest which could reasonably be expected to result in a Material Adverse Change; (c) no Loan Party Environmental Action has been asserted against any Borrower or any of their respective Subsidiaries or any predecessor in interest nor does any Borrower have knowledge or notice of any threatened or pending Environmental Action against any Borrower or any of their respective Subsidiaries or any predecessor in interest which could reasonably be expected to result in a Material Adverse Change; (d) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Borrower or any of their respective Subsidiaries or any predecessor in interest which could reasonably be expected to result in a Material Adverse Change; (e) no property now or formerly owned or occupied by any Borrower or any of their respective Subsidiaries has been used as a treatment or disposal site for any Hazardous Material; (f) neither any Borrower nor any of their respective Subsidiaries has failed to report to the proper Governmental Authority the occurrence of any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to result in a Material Adverse Change; (g) each Borrower and each of their respective Subsidiaries holds all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which any Borrower’s or any their respective Subsidiaries’ failure to maintain or comply with could not reasonably be expected to result in a Material Adverse Change; (h) no Borrower or any of its Subsidiaries has received written noticeany notification pursuant to any Environmental Laws that (i) any work, repairs, construction or Capital Expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (ii) any license, permit or approval referred to above is about to be reviewed, made subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to result in a Material Adverse Change; and (i) neither any Borrower nor any of their respective Subsidiaries has knowledge, received notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property owned or operated by a Loan Party any Borrower or its Subsidiaries, (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse ChangeSubsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Magnetek Inc)
Environmental Condition. Except as set forth on Schedule 4.124.11 or has not or could not reasonably be expected to result in a Material Adverse Effect with respect to the Loan Parties and their Subsidiaries, (a) to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law as a Hazardous Materials disposal sitesite or at a location at which any material Remedial Action is required to be performed by any of the Loan Parties or their Subsidiaries pursuant to any Environmental Law, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that any an Environmental Lien has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries or that any such Environmental Lien has caused such Real Property to be subject to any material restrictions on the ownership, occupancy, use of transferability of such Real Property by any Loan Party or any of its Subsidiaries, (d) except to the extent such Loan Party or Subsidiary has set aside on its books financial reserves as required by GAAP (or such other generally accepted accounting principles as may be applicable in the relevant jurisdiction), there are no releases of Hazardous Materials at, on, under, from or affecting any Real Property that are reasonably expected to form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or other Environmental Liabilities, and (e) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding Environmental Action or any written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse ChangeLiability.
Appears in 1 contract
Samples: Credit Agreement (Egalet Corp)
Environmental Condition. Except as set forth on Schedule 4.124.11 to this Agreement, (a) to Borrowers’ Parent's and each Borrower's knowledge, no Loan Party’s 's nor any of its Subsidiaries’ ' properties or assets has ever been used by a Loan Party, Party or its Subsidiaries, or by previous owners or operators Subsidiaries in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ Parent's and each Borrower's knowledge, no Loan Party’s 's nor any of its Subsidiaries’ ' properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse ChangeEffect, and (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (hi) there has been are no Release visible signs of release, spills, discharges, leaks or disposal (collectively referred to as "Releases") of Hazardous Materials and at, upon, under or within any Real Property or any premises leased by the Loan Parties and/or their respective Subsidiaries, (ii) there are no underground storage tanks or polychlorinated biphenyls on the Real Property or any premises leased by the Loan Parties and/or their respective Subsidiaries, and (iii) no Hazardous Materials are present in violation of Environmental Law at on any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party Real Property or any predecessor premises leased by the Loan Parties and/or their respective Subsidiaries, excepting such quantities as are handled in interest, accordance with all applicable manufacturer's instructions and governmental regulations and in proper storage containers and as are necessary for the operation of the commercial business of the Loan Parties and their respective Subsidiaries or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse Changeof their tenants.
Appears in 1 contract
Environmental Condition. Except as set forth on Schedule 4.124.11 and except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
(a) each Loan Party and its Subsidiaries has complied and is in compliance with all Environmental Laws,
(b) each Loan Party and its Subsidiaries has obtained, has complied with, and is in compliance with all Permits that are required pursuant to Borrowers’ knowledgeEnvironmental Laws for the occupation of its facilities and the operation of its business, and all such Permits are in full force and effect, free from breach and the Transactions will not adversely affect them,
(c) no Loan Party’s Party nor any of its Subsidiaries has received any written notice, report or other information regarding any actual or alleged violation of Environmental Law, any Environmental Liability, or any investigation, proceeding or audit pursuant to Environmental Law,
(d) none of the following exists at any property or facility owned or operated (whether by fee interest, leasehold, or otherwise) by the Loan Parties or their Subsidiaries’ properties , including the Real Property: (i) under or assets above-ground storage tanks, (ii) asbestos containing materials in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas,
(e) no Loan Party nor any of its Subsidiaries has handled, treated, recycled, stored, transported, disposed of, arranged for or permitted the disposal of, or Released any Hazardous Material, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to any Environmental Liability,
(f) no property or facility of any Loan Party or any Subsidiary is currently used, or to the Borrower’s knowledge, has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in for the disposal of, or to produce, store, handle, treat, releaseRelease, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release Release or transport was or is in violation, in any material respect, violation of any applicable Environmental Law, ,
(bg) to Borrowers’ the Borrower’s knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law as a Hazardous Materials disposal site, ,
(ch) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property Estate owned or operated by a Loan Party or its Subsidiaries, and
(di) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, ruling, decree (including consent decree), judgment, injunction, subpoena, mandate, directive or settlement agreement with any Person relating to any Environmental Law or has incurred Environmental Liability
(j) no Loan Party nor any of its Subsidiaries has, either expressly or by operation of law, assumed or undertaken any Environmental Liability thatof any other Person, individually and
(k) to the Borrower’s knowledge, no Loan Party nor any of its Subsidiaries is subject to any environmental condition or in the aggregatecircumstance adversely affecting its assets, properties, or operations that could reasonably be expected to result in a Material Adverse Change, (e) no prevent or hinder continued compliance with Environmental Law regulates, Laws or requires notification give rise to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse ChangeLiabilities.
Appears in 1 contract
Samples: Credit Agreement (Celadon Group Inc)
Environmental Condition. Except as set forth on Schedule 4.125.11 to the Interim DIP Credit Agreement, or after the date of this Agreement otherwise disclosed in writing pursuant to Section 6.12 by the Loan Parties to the Agent, and except as would not reasonably be expected to cause a Material Adverse Change:
(a) to Borrowers’ knowledge, no each Loan Party’s nor and its business and operations, including such business and operations at any Real Property and any former business and operations at real property formerly owned, leased, operated, managed, or occupied by such Loan Party or any of its Subsidiaries’ properties predecessors in interest (the “Former Real Property”) are and have been in compliance with, and no Loan Party has liability under, any applicable Environmental Laws;
(b) the Loan Parties have obtained all permits required for the conduct of their business and operations, and the ownership, operation and use of the Real Property, under all applicable Environmental Laws (the “Environmental Permits”). The Loan Parties are in compliance with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing. No expenditures or assets has ever been used by a Loan Partyoperational adjustments, its Subsidiaries, or by previous owners or operators other than those in the disposal ordinary course of business, are reasonably anticipated to be required to remain in compliance with the terms and conditions of, or to produce, store, handle, treat, release, renew or transport, any Hazardous Materials, where modify such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated pursuant to any Environmental Law as a Hazardous Materials disposal site, Permits;
(c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, that any Environmental Lien has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release or threatened Release or any handling, management, generation, treatment, storage or disposal of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at on, at, under or from any properties currentlyReal Property or Former Real Property that has resulted in, or is reasonably likely to result in, a material Environmental Liability for any Loan Party;
(d) there is no Environmental Action or Environmental Liability pending or, to the knowledge of any Loan Party, formerly owned threatened against any Loan Party, or relating to the operations of any Loan Party, and, to the knowledge of each Loan Party, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of such an Environmental Action or Environmental Liability against any Loan Party, including with respect to operations at any Real Property and former operations at any Former Real Property;
(e) to the knowledge of the Loan Parties, no person with an indemnity, contribution or other obligation to any Loan Party relating to compliance with or liability under Environmental Law is in default with respect to any such indemnity, contribution or other obligation;
(f) no Loan Party is conducting, financing or is obligated to perform any Response Action or otherwise incur any expense under Environmental Law pursuant to any Environmental Action or agreement by which it is bound or has expressly assumed by contract or agreement;
(g) no Real Property or facility owned, operated or leased by any Loan Party and, to the knowledge of each Loan Party, no Former Real Property is (i) listed or proposed for listing on the National Priorities List as defined in and promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq. (“CERCLA”) or (ii) included on any predecessor in interest, or at similar list maintained by any disposal or treatment facility Governmental Authority that received Hazardous Materials generated by indicates that any Loan Party has or a predecessor in interestmay have an obligation to undertake any Response Action;
(h) no Environmental Lien has been recorded with respect to any owned Real Estate Property or, which individually to the knowledge of each Loan Party, with respect to any facility leased or operated by each Loan Party, and to the knowledge of each Loan Party, no Environmental Lien has been threatened with respect to any Real Property;
(i) each Loan Party has made available to the Lenders all records and files in the aggregate could possession, custody or control of, or otherwise reasonably available to, such Loan Party concerning compliance with or liability or obligation under Environmental Law, including those concerning the environmental condition of the Real Property or the existence of Hazardous Materials at the Real Property or Former Real Property; and
(j) the representations and warranties set forth in this Section 5.11 shall be expected the sole representations and warranties of the Loan Parties under the Loan Documents relating to result in a Material Adverse Changeenvironmental matters.
Appears in 1 contract
Environmental Condition. Borrowers have provided to Agents or otherwise made available (or will make available upon request) to Agents true and complete copies: (x) of all Phase I and Phase II Environmental Site Assessments in their possession for any current assets, properties or business of any Borrower Party or any Subsidiary of a Borrower Party; (y) currently effective Environmental Permits for any current assets, properties or business of any Borrower Party or any Subsidiary of a Borrower Party; and (z) any other material documents relating to any pending, unresolved Environmental Actions, Environmental Liabilities and Costs, or Remedial Actions that could reasonably be expected to result in liability to any Borrower Party or any Subsidiary of a Borrower Party in excess of $100,000, currently in the possession or control of any Borrower Party or any Subsidiary of any Borrower Party, with respect to (i) any assets, properties, or businesses of any Borrower Party, any Subsidiary of a Borrower Party, or any of their predecessors in interest (but only where a Borrower Party or a Subsidiary of a Borrower Party is liable for the acts of such predecessor in interest), (ii) any adjoining properties or businesses that, to Borrower’s knowledge, are contaminated with Hazardous Materials and either a Borrower Party or any Subsidiary of a Borrower Party is potentially liable for such contamination or such contamination could reasonably be expected to migrate to the property of a Borrower Party or any Subsidiary of a Borrower Party, or (iii) any facilities which received Hazardous Materials generated, handled or transported by any Borrower Party, any Subsidiary of a Borrower Party, or any of their predecessors in interest (but only where a Borrower Party or a Subsidiary of a Borrower Party is liable for the acts of such predecessor in interest). Except for resolved matters and matters that could not reasonably be expected to result in liability to any Borrower Party or any Subsidiary of a Borrower Party in excess of $100,000 and except as set forth on Schedule 4.125.14: (i) within the last five years, (a) to Borrowers’ knowledgenone of the Borrower Parties, no Loan Party’s nor any of its Subsidiaries’ properties or assets their respective Subsidiaries and, to the knowledge of the Borrower Parties, no other Person has ever been used by a Loan Partyused, its Subsidiariesproduced, or by previous owners or operators in the disposal stored, handled, treated, released, recycled, disposed of, or to produce, store, handle, treat, release, or transporttransported, any Hazardous MaterialsMaterials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower Party or any Subsidiary of a Borrower Party, or any of their predecessors in interest (but only where a Borrower Party or a Subsidiary of a Borrower Party is, or could reasonably be likely to be, liable for the acts of such predecessor in interest), where such disposaluse, production, storage, handling, treatment, release release, recycling, disposal, or transport was in violation, in any material respect, of applicable Environmental Law or, to the knowledge of Borrowers, could reasonably be expected to give rise to any material Environmental Actions, Environmental Liabilities and Costs, or Remedial Actions, (ii) each Borrower Party and each Subsidiary of a Borrower Party is in material compliance with all Environmental Laws applicable to each business, asset and property currently owned, leased, or operated by them, holds all material Environmental Permits and financial assurances required under Environmental Law with respect to each such business, asset and property, and none of the Borrower Parties or any of their respective Subsidiaries has received notice of any action to cancel, terminate or revoke any such material Environmental Permit or financial assurance; provided, however, that no Borrower Party or any Subsidiary of a Borrower Party shall be deemed to be in violation of this Section 5.14(ii) as a result of any failure to comply with any provisions of such Environmental Laws (a) the applicability or validity of which is being contested by such Person in good faith and by appropriate proceedings or (b) the non-compliance with which could not reasonably be expected to result in fines or penalties in excess of $1,000,000 or in injunctive relief or other civil or criminal liabilities, (iii) to the knowledge of Borrowers, each property currently owned, leased, or operated by a Borrower Party or a Subsidiary of a Borrower Party is free of contamination from any Hazardous Material except for such contamination that is not in violation, in any material respect, of applicable Environmental Law and could not reasonably be expected to give rise to any material Environmental Actions or Environmental Liabilities and Costs, (iv) none of the Borrower Parties, nor any of their respective Subsidiaries, or any of their predecessors in interest (but only where a Borrower Party or a Subsidiary of a Borrower Party is, or could reasonably be likely to be, liable for the acts of such predecessor in interest), has, to the knowledge of Borrower Parties, ever been designated or identified as a Potentially Responsible Party under CERCLA or any other Environmental Law, (bv) to Borrowers’ knowledgeno underground storage tanks, no Loan Party’s nor landfills, surface impoundments, waste piles or other land treatment, storage or disposal areas used for the management of Hazardous Materials are or, within the last five years, have been located on any of its Borrower Parties’ or their respective Subsidiaries’ properties or assets has ever been designated pursuant to any Environmental Law as a Hazardous Materials disposal siteassets, (cvi) no Loan Party within the last five years, none of the Borrower Parties nor any of its their respective Subsidiaries has received written notice, notice or has knowledge, otherwise had knowledge that any a currently effective Environmental Lien has attached to any revenues or to any Real Property owned owned, leased, or operated by a Loan any Borrower Party or its Subsidiariesany Subsidiary of a Borrower Party, and (dvii) no Loan Party nor any none of its Subsidiaries the Borrower Parties nor any of their respective facilities Subsidiaries has knowledge of, has received within the last five years, or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse ChangeAction.
Appears in 1 contract
Samples: Loan Agreement (Foster Wheeler LTD)
Environmental Condition. Except as set forth on Schedule 4.124.11, (a) to Borrowers’ Borrower’s knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ Borrower’s knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law as a Hazardous Materials disposal sitesite or as a location at which any material Remedial Action is required pursuant to any Environmental Law, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that any an Environmental Lien has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries or that any such Environmental Lien has caused such Real Property to be subject to any material restrictions on the ownership, occupancy, use of transferability of such Real Property by any Loan Party or any of its Subsidiaries, (d) except to the extent such Loan Party or Subsidiary has set aside on its books financial reserves as required by GAAP (or such other generally accepted accounting principles as may be applicable in the relevant jurisdiction), to Borrower’s knowledge, there are no releases of Hazardous Materials at, on, under, from or affecting any Real Property, or other Environmental Liabilities, that are reasonably expected to form the basis of a material Environmental Action against any Loan Party or any of its Subsidiaries and (e) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding Environmental Action or any written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, that individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse ChangeEffect.
Appears in 1 contract
Samples: Credit Agreement (Pernix Therapeutics Holdings, Inc.)
Environmental Condition. Except as set forth on Schedule 4.12(a) the properties and assets of each Loan Party and its Subsidiaries are in compliance with all Environmental Laws and permits issued thereto, (ab) there has been no Release of Hazardous Materials at, on, under or migrating from or to any Loan Party’s or its Subsidiaries’ properties or assets, (c) there are no current or anticipated Remedial Actions at any Loan Party’s or its Subsidiaries’ properties required under Environmental Law, (d) to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by a previous owners owner or operators operator in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (be) to Borrowers’ knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified by any Governmental Authority pursuant to any Environmental Law as a Hazardous Materials disposal site, (cf) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, (dg) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law Law, Remedial Action or has incurred any Environmental Liability thatand (h) Borrowers have made available to Agent all environmental investigations, studies, audits, reviews or other analysis in relation to any property owned or operated by any Loan Party of its Subsidiaries in the possession of any Loan Party, in each case, except as would not, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse Change.
Appears in 1 contract
Environmental Condition. Except as set forth on Schedule 4.12with respect to the Xxxxxxxxx Legacy Conditions (for which each Loan Party has received either a covenant not to xxx or, the extent allowable under applicable laws, a release from Governmental Authorities pursuant to the Environmental Claims Settlement Agreement) and except where any of the following could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (a) to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, Party or its Subsidiaries, or by previous owners or operators Subsidiaries in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, violation of any applicable Environmental Law, (b) to Borrowers’ each Borrower’s knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property properties owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective currently owned or operated facilities or ongoing operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability thatLiability, individually or except the Environmental Claims Settlement Agreement, the Environmental Response Trust Agreements and the Anadarko Litigation Trust Agreement (as each such term is defined in the aggregateChapter 11 Plan) and any ancillary documents related thereto. Pursuant to the Environmental Claims Settlement Agreement, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatenedParty has received either a covenant not to xxx or, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Partyextent allowable under applicable laws, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in release from Governmental Authorities with respect to the aggregate could reasonably be expected to result in a Material Adverse ChangeXxxxxxxxx Legacy Conditions.
Appears in 1 contract
Samples: Credit Agreement (Tronox Inc)
Environmental Condition. Except as set forth on Schedule 4.124.11 to this Agreement or as would not, individually or in the aggregate, have a Material Adverse Effect, (a) to Borrowers’ each Loan Party’s knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, Party or its Subsidiaries, or by previous owners or operators operations in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ knowledgeeach Loan Party’s knowledge after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability thatLiability, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interestknowledge, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (hi) there has been are no Release visible signs of release, spills, discharges, leaks or disposal (collectively referred to as “Releases”) of Hazardous Materials and at, upon, under or within any Real Property or any premises leased by the Loan Parties and/or their respective Subsidiaries, (ii) there are no underground storage tanks or polychlorinated biphenyls on the Real Property or any premises leased by the Loan Parties and/or their respective Subsidiaries, and (iii) no Hazardous Materials are present in violation of Environmental Law at on any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party Real Property or any predecessor premises leased by the Loan Parties and/or their respective Subsidiaries, excepting such quantities as are handled in interest, accordance with all applicable manufacturer’s instructions and governmental regulations and in proper storage containers and as are necessary for the operation of the commercial business of the Loan Parties and their respective Subsidiaries or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse Changeof their tenants.
Appears in 1 contract
Samples: Credit Agreement (Comtech Telecommunications Corp /De/)
Environmental Condition. Except as set forth on Schedule 4.124.11 to this Agreement or as specifically identified in any environmental report commissioned by a Loan Party or any of its Subsidiaries to Agent (or commissioned by Agent or any Lender) in connection with any Loan, (a) to Borrowers’ each Borrower's actual knowledge, no Loan Party’s 's nor any of its Subsidiaries’ properties ' Real Properties or assets any formerly owned, leased, used or operated real property, has ever been used by a Loan Party, Party or its Subsidiaries, or by previous owners or operators in Subsidiaries for the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respectof, of or non-compliance with, any applicable Environmental LawLaw which, in each case, remains uncured, (b) to Borrowers’ each Borrower's actual knowledge, no Loan Party’s 's nor any of its Subsidiaries’ properties or assets ' Real Properties has ever been designated or identified in any manner pursuant to any Environmental Law as a Hazardous Materials disposal sitesite or been the subject of a release of Hazardous Materials by any Loan Party or any of its Subsidiaries or any Person 122846886v7 acting for any Loan Party or any of its Subsidiaries for which any Loan Party is reasonably likely to have liability under applicable Environmental Laws , (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its SubsidiariesSubsidiaries which Lien remains in effect, and (d) except as disclosed to Agent in writing prior to the Closing Date, no Loan Party nor any of its Subsidiaries nor any of their respective facilities facilities, Real Properties, or operations is currently subject to any Environmental Action or outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability thatwhich, in each case under clauses (a) through (d) above, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse ChangeEffect.
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Environmental Condition. Except as set forth on Schedule 4.124.11, (a) to Borrowers’ each Borrower’s knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, violation of any applicable Environmental LawLaw and such violation (if any) is reasonably likely to have a Material Adverse Effect, (b) to Borrowers’ each Borrower’s knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law environmental protection statute as a Hazardous Materials disposal site, except where the same could not reasonably be expected to have a Material Adverse Effect, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien (other than a Permitted Lien) arising under any Environmental Lien Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse ChangeEffect.
Appears in 1 contract
Samples: Credit Agreement (Usa Truck Inc)
Environmental Condition. Except as set forth on Schedule 4.124.11 to the Senior Credit Agreement or as would not, individually or in the aggregate, have a Material Adverse Effect, (a) to Borrowers’ each Loan Party's knowledge, no Loan Party’s 's nor any of its Subsidiaries’ ' properties or assets has ever been used by a Loan Party, Party or its Subsidiaries, or by previous owners or operators operations in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ knowledgeeach Loan Party's knowledge after due inquiry, no Loan Party’s 's nor any of its Subsidiaries’ ' properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability thatLiability, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest's knowledge, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (hi) there has been are no Release visible signs of release, spills, discharges, leaks or disposal (collectively referred to as "Releases") of Hazardous Materials and at, upon, under or within any Real Property or any premises leased by the Loan Parties and/or their respective Subsidiaries, (ii) there are no underground storage tanks or polychlorinated biphenyls on the Real Property or any premises leased by the Loan Parties and/or their respective Subsidiaries, and (iii) no Hazardous Materials are present in violation of Environmental Law at on any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party Real Property or any predecessor premises leased by the Loan Parties and/or their respective Subsidiaries, excepting such quantities as are handled in interest, accordance with all applicable manufacturer's instructions and governmental regulations and in proper storage containers and as are necessary for the operation of the commercial business of the Loan Parties and their respective Subsidiaries or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse Changeof their tenants.
Appears in 1 contract
Samples: Subordinated Credit Agreement (Comtech Telecommunications Corp /De/)
Environmental Condition. Except as set forth on Schedule 4.124.11, (a) to Borrowers’ Borrower’s knowledge, (i) other than with respect to the Real Property Collateral, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, violation of any applicable Environmental LawLaw to the extent such violation could reasonably be expected to result in a Material Adverse Effect and (ii) with respect to the Real Property Collateral, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation of any applicable Environmental Law to the extent such violation could either materially impair the value of such property or result in a material liability to a Loan Party, (b) to Borrowers’ Borrower’s knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability thatthat in each case as set forth in (c) and (d) above, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse ChangeEffect.
Appears in 1 contract
Environmental Condition. Except as set forth on Schedule 4.124.11 to this Agreement or as would not, individually or in the aggregate, have a Material Adverse Effect, (a) to Borrowers’ each Loan Party's knowledge, no Loan Party’s 's nor any of its Subsidiaries’ ' properties or assets has ever been used by a Loan Party, Party or its Subsidiaries, or by previous owners or operators operations in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ knowledgeeach Loan Party's knowledge after due inquiry, no Loan Party’s 's nor any of its Subsidiaries’ ' properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability thatLiability, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, and (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest's knowledge, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (hi) there has been are no Release visible signs of release, spills, discharges, leaks or disposal (collectively referred to as "Releases") of Hazardous Materials and at, upon, under or within any Real Property or any premises leased by the Loan Parties and/or their respective Subsidiaries, (ii) there are no underground storage tanks or polychlorinated biphenyls on the Real Property or any premises leased by the Loan Parties and/or their respective Subsidiaries, and (iii) no Hazardous Materials are present in violation of Environmental Law at on any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party Real Property or any predecessor premises leased by the Loan Parties and/or their respective Subsidiaries, excepting such quantities as are handled in interest, accordance with all applicable manufacturer's instructions and governmental regulations and in proper storage containers and as are necessary for the operation of the commercial business of the Loan Parties and their respective Subsidiaries or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate could reasonably be expected to result in a Material Adverse Changeof their tenants.
Appears in 1 contract
Samples: Term Loan Agreement (Comtech Telecommunications Corp /De/)
Environmental Condition. Except as set forth on Schedule 4.12, (a) to Borrowers’ Borrower’s and Canadian Opco’s knowledge, no Loan Party’s nor any of or its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, violation of any applicable Environmental Law, except to the extent that any such violation could not reasonably be expected to result in the incurrence by any Loan Party of any material liability, (b) to Borrowers’ Borrower’s and Canadian Opco’s knowledge, no Loan Party’s nor any of or its Subsidiaries’ properties or assets has ever been designated or identified by a Governmental Authority in any manner pursuant to any Environmental Law environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received written notice, or has knowledge, notice that a Lien arising under any Environmental Lien Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.
(t) Section 4.24 of the Credit Agreement is hereby amended by (i) deleting the reference to “Subordinated Loan Documents” appearing in clauses (a), (b), (c) and (d) of such section and replacing each such reference with “Senior Secured Note Documents”, (ii) deleting clause (e) no Environmental Law regulatesin its entirety, or requires notification to a Governmental Authority of and (iii) adding the Closing Date Transactionsfollowing new clauses (e), (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest), (g), (h), (i), and (j) no Environmental Action has been assertedimmediately following clause (d):
(e) Xxxxxxx Holdco is a holding company and does not have any material liabilities (other than liabilities arising under the Loan Documents, the Senior Revolving Loan Documents, or to each the Senior Secured Note Documents), own any material assets (other than the Stock of CLDH, Dutch Holdco, and Xxxxxxx) or engage in any operations or business (other than the ownership of CLDH, Dutch Holdco, and Xxxxxxx and their respective Subsidiaries and activities reasonably related thereto, including, but not limited to, administrative activities).
(f) BBCC does not have any material liabilities (other than liabilities arising under the Loan Party’s knowledge Documents, the Senior Revolving Loan Documents, or the Senior Secured Note Documents), own any material assets or engage in any operations or business (other than administrative activities).
(g) CLDH is threateneda holding company and does not have any material liabilities (other than liabilities arising under the Loan Documents, against a the Senior Revolving Loan PartyDocuments, or the Senior Secured Note Documents), own any predecessor material assets (other than the Stock of Dutch Holdco and the Subordinated Dutch Holdco Note and any payments in interest connection with the Subordinated Dutch Holdco Note) or engage in any facilities that may have received Hazardous Materials generated by any Loan Party operations or any predecessor in interest; business (other than the ownership of Dutch Holdco and its Subsidiaries, ownership of the Subordinated Dutch Holdco Note and activities reasonably related thereto, including, but not limited to, administrative activities).
(h) there has been no Release Dutch Holdco is a holding company and does not have any material liabilities (other than liabilities arising under the Loan Documents, the Senior Revolving Loan Documents, the Senior Secured Note Documents or the Subordinated Dutch Holdco Note), own any material assets (other than the Stock of Hazardous Materials the Clover Leaf Seafood 2 and there are no Hazardous Materials present Clover Leaf Seafood) or engage in violation any operations or business (other than the ownership of Environmental Law at Clover Leaf Seafood 2 and Clover Leaf Seafood and their respective Subsidiaries and activities reasonably related thereto, including, but not limited to, administrative activities).
(i) Clover Leaf Seafood 2 does not have any properties currentlymaterial liabilities (other than liabilities arising under the Loan Documents, the Senior Revolving Loan Documents, or to the knowledge Senior Secured Note Documents), own any material assets (other than the Subordinated Canadian Holdco Note and any payments in connection with the Subordinated Canadian Holdco Note) or engage in any operations or business (other than the ownership of the Subordinated Canadian Holdco Note and activities reasonably related thereto, including, but not limited to, administrative activities).
(j) Clover Leaf Seafood is a holding company and does not have any material liabilities (other than liabilities arising under the Loan PartyDocuments, formerly owned or operated by any the Senior Revolving Loan Party or any predecessor in interestDocuments, or at the Senior Secured Note Documents), own any disposal material assets (other than the Stock of Canadian Holdco and Sea Value Limited) or treatment facility that received Hazardous Materials generated by engage in any Loan Party operations or a predecessor in interestbusiness (other than the ownership of Canadian Holdco and Sea Value Limited and their respective Subsidiaries and activities reasonably related thereto, which individually or in the aggregate could reasonably be expected to result in a Material Adverse Changeincluding, but not limited to, administrative activities).”
Appears in 1 contract
Samples: Senior Term Loan Credit Agreement
Environmental Condition. Except as set forth on Schedule 4.12, (a) Except as specifically authorized by, or in compliance in all material respects with, law or pursuant to Borrowers’ knowledgevalid and effective permits or other appropriate forms of governmental approval, no Loan Party’s nor none of the present or previously-owned real property, or other Assets of Borrower or any of its Subsidiaries’ properties or assets has , has, to the best of Borrower's knowledge, ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, of or to generate, manufacture, produce, store, handle, treat, transfer, release, process, or transport, transport any Hazardous MaterialsWaste or Hazardous Substance, where and Borrower and its Subsidiaries do not now and have not in the past used such disposalreal property, production, storage, handling, treatment, release or transport was in violation, in any material respect, other Assets of any applicable Environmental Law, (b) to Borrowers’ knowledge, no Loan Party’s nor Borrower or any of its Subsidiaries’ properties , for the purpose of disposal of, generating, manufacturing, producing, storing, handling, treating, transferring, releasing, processing, or assets transporting any Hazardous Waste or Hazardous Substance, except as permitted by law and subject to the proviso to Section 5.9(a).
(i) To the best of Borrower's knowledge and belief after due inquiry, none of the present real property, or other Assets owned or operated by Borrower or any of its Subsidiaries, has ever been designated designated, listed, or identified in any manner by the EPA or any other federal, state, or local governmental agency charged with administering and enforcing an Environmental Protection Statute, pursuant to RCRA or CERCLA or any other Environmental Law Protection Statute, as a candidate for a Hazardous Materials disposal siteWaste or Hazardous Substance corrective action or Remedial Action.
(ii) To the best of Borrower's knowledge and belief, based upon its reasonably available records, it has received no notice that any of the previously owned real property or other Assets of Borrower or any of its Subsidiaries has been so designated, listed, or identified.
(c) no Loan Party Neither Borrower nor any of its Subsidiaries has received written noticenotice that it has been identified as a potentially responsible party, responsible party, or has knowledgeliable party at any site designated, that listed, or identified as a candidate for a Hazardous Substance investigation or Remedial Action under CERCLA or any Environmental Protection Statute.
(d) Neither Borrower nor any of its Subsidiaries has received notice of any Lien has arising under or in connection with any Fund that attached to any revenues or to any Real Property real or personal property owned by Borrower or operated by a Loan Party or any of its Subsidiaries, .
(de) no Loan Party Neither Borrower nor any of its Subsidiaries have received, during the prior three (3) years, any summons, citation, notice, directive, letter, or other communication, in writing, from the EPA or any other federal, state, or local governmental agency or instrumentality, authorized pursuant to an Environmental Protection Statute, or from any other Person concerning any intentional or unintentional action or omission by Borrower or any of its Subsidiaries resulting in the releasing, spilling, l e aking, pumping, pouring, emitting, emptying, dumping, or otherwise disposing of Hazardous Waste or Hazardous Substance or any other pollutant into the Environment resulting in Damages thereto and that reasonably could be expected to have a Material Adverse Effect.
(f) Subject to the proviso to Section 5.9(a), all activities and operations conducted by Borrower and its Subsidiaries are in compliance in all material respects with all Environmental Protection Statutes. To the best of Borrower's knowledge, neither Borrower nor any of their respective facilities its Subsidiaries has in the past conducted any operations or operations is subject activities that were not in compliance with all Environmental Protection Statutes and that are reasonably likely to any outstanding written order, consent decree, result in present or settlement agreement with any Person relating future liabilities to Borrower or its Subsidiaries under any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, Protection Statutes that reasonably could reasonably be expected to result in have a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest, Effect.
(g) no Environmental Action has been asserted, None of the real property or to each Loan Party’s knowledge other Assets owned by Borrower or its Subsidiaries is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated affected by any Loan Party soil or groundwater c o n t a m ination, attributable to any predecessor in interest; Hazardous Substance, that the investigation and (h) there has been no Release clean up of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, which individually or in the aggregate reasonably could reasonably be expected to result in have a Material Adverse ChangeEffect. To the best of Borrower's knowledge, none of the real property previously owned by Borrower or its Subsidiaries is affected by any soil or groundwater contamination, attributable to any Hazardous Substance, that the investigation and clean up of which reasonably could be expected to have a Material Adverse Effect.
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Samples: Credit Agreement (Southdown Inc)
Environmental Condition. Except as set forth disclosed on the attached Schedule 4.12, 4.16:
(a) The Parent Company and its Subsidiaries (i) have obtained all material Environmental Permits necessary for the ownership and operation of their respective material Properties and the conduct of their respective businesses; (ii) have been and are in compliance with all material terms and conditions of such Environmental Permits and with all other material requirements of applicable Environmental Laws; (iii) have not received notice of any material violation or alleged violation of any Environmental Law or Environmental Permit; and (iv) are not subject to Borrowers’ knowledge, no Loan Party’s nor any material actual or contingent Environmental Claim.
(b) None of the present or previously owned or operated Properties of the Parent Company or of any of its Subsidiaries’ properties present or assets has ever been used by a Loan Party, its former Subsidiaries, wherever located, (i) has been placed on or by previous owners or operators in proposed to be placed on the disposal ofNational Priorities List, or CERCLIS, or, to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, the knowledge of any applicable Environmental LawResponsible Officer, (b) to Borrowers’ knowledgetheir state or local analogs, no Loan Party’s nor any of its Subsidiaries’ properties has the Parent Company or assets has ever been designated pursuant to any Environmental Law as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received written noticebeen otherwise notified of the designation, listing or identification of any Property of the Parent Company or any of its present or former Subsidiaries as a potential site for material removal, remediation, cleanup, closure, restoration, reclamation, or has knowledgeother material response activity under any Environmental Laws (except as such activities may be required by permit conditions); (ii) is subject to a material Lien, arising under or in connection with any Environmental Laws, that any Environmental Lien has attached attaches to any revenues or to any Real Property owned or operated by a Loan Party the Parent Company or its Subsidiaries, (d) no Loan Party nor any of its Subsidiaries nor present or former Subsidiaries, wherever located; or (iii) has been the site of any Release of their respective facilities Hazardous Substances or Hazardous Wastes from present or past operations is subject to which has caused at the site or at any outstanding written order, consent decree, third-party site any condition that has resulted in or settlement agreement with any Person relating to any Environmental Law or has incurred any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in the need for Response that could cause a Material Adverse Change, (e) no Environmental Law regulates, or requires notification to a Governmental Authority Change and none of the Closing Date Transactions, (f) no Environmental Action is pending, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest Parent Company or any facilities that may have received of its present or former Subsidiaries has generated or transported or has caused to be generated or transported Hazardous Materials generated by Substances to any Loan Party or any predecessor in interest, (g) no Environmental Action has been asserted, or to each Loan Party’s knowledge is threatened, against a Loan Party, any predecessor in interest or any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest; and (h) there has been no Release of Hazardous Materials and there are no Hazardous Materials present in violation of Environmental Law at any properties currently, or to the knowledge of any Loan Party, formerly owned or operated by any Loan Party or any predecessor in interest, or at any disposal or treatment facility that received Hazardous Materials generated by any Loan Party or a predecessor in interest, third party site which individually or in the aggregate could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.
(c) Without limiting the foregoing, the present and future liability, if any, of the Parent Company or any of its Subsidiaries, which could reasonably be expected to arise in connection with requirements under Environmental Laws could not reasonably be expected to cause a Material Adverse Change.
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