Common use of Environmental Disclosure and Inspection Clause in Contracts

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company agrees that Administrative Agent may, from time to time and in its reasonable discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and Lender from any costs, losses or liabilities relating to any Loan Party's use of or reliance on such report, (ii) no Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 4 contracts

Samples: Credit Agreement (MBW Foods Inc), Credit Agreement (Aurora Foods Inc), Credit Agreement (Aurora Foods Inc)

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Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and use its best efforts to cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company agrees that Administrative Agent may, from once during each Fiscal Year until the Commitment Termination Date or at any time to time and in its reasonable discretionupon the occurrence of an Event of Default, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders solely for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan PartyCompany's use of or reliance on such report, (ii) no neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery by any Responsible Officer of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 3 contracts

Samples: Credit Agreement (Players International Inc /Nv/), Credit Agreement (Players International Inc /Nv/), Credit Agreement (Players International Inc /Nv/)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company ChipPAC agrees that the Administrative Agent may, from time to time and in its reasonable discretion, may retain, at CompanyChipPAC's expense, an independent professional consultant reasonably acceptable to ChipPAC to review any report relating to Hazardous Materials prepared by or for Company ChipPAC and to conduct its own investigation (reasonable in scope under the circumstances) of any Facility currently owned, leased, operated or used by Company ChipPAC or any of its Subsidiaries, if (x) a Default or an Event of Default related to environmental matters shall have occurred and Company agrees to use all reasonable efforts to obtain permission for be continuing, or (y) the Administrative Agent's professional consultant to conduct its own investigation Agent reasonably believes that a violation of any an Environmental Law on or around such Facility previously ownedhas occurred or is likely to occur, leasedwhich could, operated in either such case, reasonably be expected to result in a Material Adverse Effect. In the event that the conditions specified in (x) or used by Company or any of its Subsidiaries. Company (y) above exist, ChipPAC shall use its commercially reasonable efforts to obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to CompanyChipPAC, to enter into or on to the Facilities currently owned, leased, operated or used by Company ChipPAC or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigationinvestigation of the matters giving rise to the request. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company ChipPAC and the Administrative Agent, during normal business hours andhours, to the extent reasonably practicable, and shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company ChipPAC and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection 6.7B 6.7A will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders' internal credit decisions, to monitor and police the Loans and to protect the Lenders' security interests, if any, created by the Loan Documents. The Administrative Agent agrees agrees, upon request by ChipPAC, to deliver a copy of any such report to Company with the understanding that Company ChipPAC acknowledges and agrees that (i) consistent with the terms of subsection 10.3 hereof, it will indemnify and hold harmless each the Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan PartyChipPAC's use of or reliance on such report, (ii) no neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to CompanyChipPAC, no neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company B. ChipPAC shall promptly notify the Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company ChipPAC or any of its Subsidiaries that could reasonably be expected to expose Company ChipPAC or any of its Subsidiaries to, or result in, Environmental Claims Liability that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company ChipPAC or any of its Subsidiaries to commence manufacturing, industrial or other similar modify current operations in a manner that could reasonably be expected to subject Company ChipPAC or any of its Subsidiaries to material additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licensesobligations under Environmental Laws where such obligations would reasonably be expected to have a Material Adverse Effect. E. Company C. ChipPAC shall, at its own expense, provide copies of such documents or information as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 2 contracts

Samples: Credit Agreement (Chippac Inc), Credit Agreement (Chippac LTD)

Environmental Disclosure and Inspection. A. Company Borrower shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply in all material respects and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply in all material respects with all Environmental Laws. B. Company Borrower agrees that Administrative Agent may, from time to time and in its reasonable discretion, retain, at Company's Borrower’s expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and Borrower or any of its Subsidiaries and, upon a reasonable belief that Borrower has breached any covenant or representation herein with respect to environmental matters or that there has been a material violation of Environmental Laws at any Facility or by Borrower or any of its Subsidiaries, to conduct its own reasonable investigation of such matter at any Facility currently owned, leased, operated or used by Company Borrower or any of its Subsidiaries, and Company Borrower agrees to use all commercially reasonable efforts to obtain permission for Administrative Agent's ’s professional consultant to conduct its own investigation of any such matter at any Facility previously owned, leased, operated or used by Company Borrower or any of its Subsidiaries. Company shall use its reasonable efforts Borrower hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company Borrower or any of its Subsidiaries upon reasonable notice to Borrower to perform such tests assessments on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company Borrower and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Borrower and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and Lender from any costs, losses or liabilities relating to any Loan Party's use of or reliance on such report, (ii) no Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company Borrower shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any material Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental Government Authority or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise could reasonably be expected to result in a Material Adverse Effect or with respect to any material Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company Borrower, any Subsidiary of Borrower or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting could reasonably be expected to result in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have reasonably be expected to result in a Material Adverse Effect, and (iv) Company's Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any material Facility that could cause reasonably be expected to result in such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company Borrower shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company Borrower or any of its Subsidiaries that could reasonably be expected to expose Company Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries Material Adverse Effect and (ii) any proposed action to be taken by Company Borrower or any of its Subsidiaries to commence manufacturing, industrial or other similar modify current operations that could reasonably be expected to subject Company Borrower or any of its Subsidiaries to material additional laws, rules obligations or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licensesrequirements under Environmental Laws. E. Company Borrower shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 2 contracts

Samples: Credit Agreement (Joy Global Inc), Credit Agreement (Joy Global Inc)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all (i) Exercise due diligence in order to comply with all Environmental Laws and cause (i) promptly take any and all tenants necessary remedial action in connection with the presence, storage, use, disposal, transportation, Release or threatened Release of any Hazardous Materials on, under or about any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, Facility in order to comply with all applicable Environmental LawsLaws and Governmental Authorizations. B. Company agrees that Administrative Agent may(ii) Permit Bank, from time to time and in its reasonable sole and absolute discretion, to retain, at CompanyBank's expense (or, after the assertion of an Environmental Claim, at Borrower's expense), an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company Borrower and at reasonable times and subject to reasonable conditions to conduct its own investigation of any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, Borrower and Company Borrower agrees to use all reasonable its best efforts to obtain permission for Administrative AgentBank's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of Borrower. Borrower hereby grants to Bank, its Subsidiaries. Company shall use its reasonable efforts to obtain for Administrative Agent and its agentsrepresentatives, employees, consultants consultants, and contractors the right, upon reasonable notice to Company, right to enter into or on to to, at reasonable times, the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries Borrower to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted; provided, unless otherwise agreed to by Company and Administrative Agentthat, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the upon request of Administrative Agent pursuant to this subsection 6.7B will be obtained and Borrower, Bank shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver promptly provide Borrower with a copy of any such consultant's report to Company prepared in connection with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and Lender from any costs, losses or liabilities relating to any Loan Party's use of or reliance on such report, (ii) no Agent nor any Lender makes any representation or warranty with respect to such report, and this paragraph. (iii) by delivering such report to Company, no Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly Promptly advise Administrative Agent Bank in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials Material required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company Borrower or any other Person in response to (xA) any Hazardous Materials Material on, under or about any Facility, the existence of which has a reasonable possibility of resulting in is reasonably likely to give rise to an Environmental Claim having a Material Adverse EffectClaim, or (yB) any Environmental Claim that could have a Material Adverse Effectmaterial adverse effect on Borrower, (iv) CompanyBorrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could be reasonably expected to cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof there of under any Environmental Laws, and (v) any request for information from any governmental agency indicating that suggests such agency is investigating has initiated an investigation as to whether Company or any of its Subsidiaries Borrower may be potentially responsible for a Release or threatened Release of Hazardous Materials. D. Company shall promptly (iv) Promptly notify Administrative Agent Bank of (i) any proposed acquisition of stock, assets, or property outside of the ordinary course of business by Company or any of its Subsidiaries Borrower that reasonably could reasonably be expected to expose Company or any of its Subsidiaries Borrower to, or result in, Environmental Claims that could have a Material Adverse Effect material adverse effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries Borrower, and (ii) any proposed action outside of the normal course of business to be taken by Company Borrower or any of its Subsidiaries Affiliate to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries Borrower to additional laws, rules or regulationsregulation, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Loan and Security Agreement (Heartland Technology Inc)

Environmental Disclosure and Inspection. A. 1. Each of Holdings and Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. 2. Each of Holdings and Company agrees that Administrative Agent may, from time to time and in its reasonable sole and absolute discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company Holdings or any of its Subsidiaries and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company Holdings or any of its Subsidiaries, and each of Holdings and Company agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company Holdings or any of its Subsidiaries. Each of Holdings and Company shall use its reasonable efforts hereby grants (to obtain for Administrative the extent it is authorized to do so) to Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company Holdings or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company such Person and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Each of Holdings and Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall 112 only be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and each Lender from any costs, losses or liabilities relating to Holdings' or any Loan Party's of its Subsidiaries' use of or reliance on such report, (ii) no neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. 3. Company shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials at any Facility required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with any governmental authority or any adverse party with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials at any Facility required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company Holdings or any of its Subsidiaries or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have reasonably be expected to result in a Material Adverse Effect, (iv) Company's Holdings' or any of its Subsidiaries' discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company Holdings or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. 4. Company shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company Holdings or any of its Subsidiaries that could reasonably be expected to expose Company Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company Holdings or any of its Subsidiaries and (ii) any proposed action to be taken by Company Holdings or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company Holdings or any of its Subsidiaries to additional laws, rules or regulationsregulations which could reasonably be expected to have a Material Adverse Effect, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. 5. Each of Holdings and Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.. 113 H.

Appears in 1 contract

Samples: Credit Agreement (Bay Area Warehouse Stores Inc)

Environmental Disclosure and Inspection. A. Company Each Borrower shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply in all material respects and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply in all material respects with all Environmental Laws.. 118 B. Company Each Borrower agrees that Administrative Agent may, from time to time and in its reasonable discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and and, upon a reasonable belief that any Borrower has breached any covenant or representation with respect to environmental matters or that there has been a material violation of Environmental Laws at any Facility or by any Borrower, to conduct its own reasonable investigation of such matter at any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such matter at any Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries upon reasonable notice to Borrower to perform such tests assessments on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Borrower and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B 6.8B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company each Borrower acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and each Lender from any costs, losses or liabilities relating to any Loan Partysuch Borrower's use of or reliance on such report, (ii) no neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company Each Borrower shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any material Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any material Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company such Borrower or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Companysuch Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability 119 or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company such Borrower or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company Each Borrower shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to material additional laws, rules obligations or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licensesrequirements under Environmental Laws. E. Company Each Borrower shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.76.8.

Appears in 1 contract

Samples: Credit Agreement (Hines Holdings Inc)

Environmental Disclosure and Inspection. A. Company Each Borrower shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply in all material respects and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply in all material respects with all Environmental Laws. B. Company Each Borrower agrees that Administrative Agent may, from time to time and in its reasonable discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and its Subsidiaries and, upon a reasonable belief that any Borrower has breached any covenant or representation with respect to environmental matters or that there has been a material violation of Environmental Laws at any Facility or by any Borrower, to conduct its own reasonable investigation of such matter at any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such matter at any Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries upon reasonable notice to Borrower to perform such tests assessments on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Borrower and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company each Borrower acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and each Lender from any costs, losses or liabilities relating to any Loan Partysuch Borrower's use of or reliance on such report, (ii) no neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company Each Borrower shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any material Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any material Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company such Borrower or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Companysuch Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company such Borrower or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company Each Borrower shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to material additional laws, rules obligations or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licensesrequirements under Environmental Laws. E. Company Each Borrower shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Hines Holdings Inc)

Environmental Disclosure and Inspection. A. Company 1. Borrower shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and use its best efforts to cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company 2. Borrower agrees that Administrative Agent may, from time to time and in its reasonable sole and absolute discretion, retain, at Company's Borrower’s expense, an independent professional consultant to review any report relating to Hazardous Materials Material prepared by or for Company and Borrower and, whether or not any such report exists, upon reasonable notice to Borrower, to conduct its own investigation of any Facility currently or previously owned, leased, operated or used by Company Borrower or any of its Subsidiaries, and Company Borrower agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's ’s professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company Borrower or any of its Subsidiaries. Company shall use its reasonable efforts Borrower hereby grants to obtain for Administrative Agent and its agentsAdministrative Agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company Borrower or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company Borrower and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted with prior notice and so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Borrower and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection Section 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company Borrower promptly after its completion, and Borrower acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan Party's Borrower’s use of or reliance on any such report, (ii) no neither Administrative Agent nor any Lender makes any representation or warranty with respect to any such report, and (iii) by delivering such report to CompanyBorrower, no neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in any such report; provided, however, that Administrative Agent shall not be required by this Section 6.7B to deliver any such report to Borrower that is protected by the attorney-client privilege or other privilege if and to the extent that to do so could reasonably be expected to result in the waiver or loss of that privilege. C. Company 3. Borrower shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials Material required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials Material required to be reported to any federal, state or local governmental or regulatory agency, (provided, however, that Borrower shall not be required by this Section 6.7C to advise Lenders of the contents of any written communication that is protected by the attorney-client or other privilege if and to the extent that to do so could reasonably be expected to result in the waiver or loss of that privilege), (iii) any remedial action taken by Company Borrower or any other Person in response to (x) any Hazardous Materials Material on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that reasonably could have a Material Adverse Effect, (iv) Company's Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to (x) any restrictions on the ownership, occupancy, ownership or transferability thereof or (y) any material restriction on the occupancy or use thereof under any Environmental LawsLaws which restriction on occupancy or use could reasonably be expected to result in a Material Adverse Effect, and (v) any request for information from any governmental agency that suggests indicates such agency is investigating whether Company Borrower or any of its Subsidiaries may be potentially responsible for a Release of Hazardous MaterialsMaterial. D. Company 4. Borrower shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company Borrower or any of its Subsidiaries that could reasonably be expected to expose Company Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company Borrower or any of its Subsidiaries and (ii) any proposed action to be taken by Company that Borrower or any of its Subsidiaries proposes to take to commence manufacturing, industrial or other similar operations that reasonably could reasonably be expected to subject Company Borrower or any of its Subsidiaries to additional laws, rules or regulations, regulations (including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses) not theretofore applicable to the Hotel, Facilities or operations of Borrower or any of its Subsidiaries. E. Company 5. Borrower shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7Section 6.7 (provided, however, that Borrower shall not be required by the provisions of this Section 6.7E to provide documents or information that is protected by the attorney-client or other privilege if and to the extent that to do so could reasonably be expected to result in the waiver or loss of that privilege).

Appears in 1 contract

Samples: Credit Agreement (Eldorado Resorts LLC)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all commercially reasonable due diligence in order to comply in all material respects, and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, property to comply in all material respects, with all Environmental Laws, except where failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. B. Company agrees that Administrative Agent may, from time upon a reasonable belief that Company has breached any covenant or representation with respect to time and in its reasonable discretionenvironmental matters set forth herein or that there has been a violation of Environmental Laws at any Facility or by Company which breach or violation could reasonably be expected to have a Material Adverse Effect, retain, at Company's reasonable expense, an independent professional consultant (the selection of which shall be subject to Company's reasonable consent) to review any report relating to Hazardous Materials prepared by or for Company in connection with such potential breach or violation and to conduct its own reasonable investigation of any such matter at such Facility currently owned, leased, operated or used by Company or any of its SubsidiariesSubsidiaries which is the subject of such potential breach or violation, and Company agrees to use all its commercially reasonable efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such matter at any Facility previously owned, leased, operated or used by Company or any of its SubsidiariesSubsidiaries which is the subject of such potential breach or violation. Company shall use its reasonable efforts hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to onto the aforementioned Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries upon reasonable notice to Company to perform such tests assessments on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any such Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will may be obtained and shall may be used by Administrative Agent and Lenders only for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any reasonable costs, losses or liabilities relating to any Loan PartyCompany's use of or reliance on such report, (ii) no neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Administrative 104 Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, which Release has a reasonable possibility of giving rise to a Material Adverse Effect, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agencyagency which Release has a reasonable possibility of giving rise to a Material Adverse Effect, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have has a reasonable possibility of having a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental LawsLaws which restriction would have a reasonable possibility of having a Material Adverse Effect, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials, which Release has a reasonably possibility of giving rise to a Material Adverse Effect. D. Company shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licensesMaterial Adverse Effect. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (LTM Holdings Inc)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply in all material respects and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply in all material respects with all Environmental Laws, except where failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. B. Company agrees that Administrative Agent may, from time to time and in its reasonable discretiondiscretion and upon a reasonable belief that Company has breached any covenant or representation with respect to environmental matters or that there has been a material violation of Environmental Laws at any Facility or by Company, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own reasonable investigation of such matter at any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all its commercially reasonable efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such matter at any Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or 97 105 on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries upon reasonable notice to Company to perform such tests assessments on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and each Lender from any costs, losses or liabilities relating to any Loan PartyCompany's use of or reliance on such report, (ii) no neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any material Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any material Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or 98 106 any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to material additional laws, rules obligations or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licensesrequirements under Environmental Laws. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (FWT Inc)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities currently owned and leased and (ii) all other Persons on or occupying such property, to comply with all Environmental LawsLaws noncompliance with which would individually or in the aggregate reasonably be expected to have a Material Adverse Effect. B. Company agrees that Administrative Agent may, from time to time time, (i) upon reasonable belief based upon information obtained after the Closing Date of the existence of a past or present Release or threatened Release of any Hazardous Materials into, onto, beneath or from any Facility or (ii) upon the occurrence and in its reasonable discretionduring the continuance of an Event of Default, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently owned, leased, leased or operated or used by Company or any of its Subsidiaries, and Company agrees to use all its commercially reasonable efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, leased or operated or used by Company or any of its Subsidiaries. Company shall hereby, grants to the extent no consent of a landlord is required or, if landlord consent is required, to use its reasonable efforts to obtain for a landlord consent to grant, to Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan PartyCompany's use of or reliance on such report, (ii) no neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. Company acknowledges that Administrative Agent's exercise of its rights under this subsection 6.7B shall not be deemed generation, treatment, storage, transportation, disposal or arrangement for disposal of Hazardous Materials. C. Company shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (xa) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (yb) any Environmental Claim that could would reasonably be expected to have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could would reasonably be expected to have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could would reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Lead Arranger or Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Afc Enterprises Inc)

Environmental Disclosure and Inspection. A. Each of Holdings and Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Each of Holdings and Company agrees that Administrative Agent may, from time to time and in its reasonable sole and absolute discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company Holdings or any of its Subsidiaries and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company Holdings or any of its Subsidiaries, and each of Holdings and Company agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company Holdings or any of its Subsidiaries. Each of Holdings and Company shall use its reasonable efforts hereby grants (to obtain for Administrative the extent it is authorized to do so) to Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company Holdings or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company such Person and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Each of Holdings and Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall only be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and each Lender from any costs, losses or liabilities relating to Holdings' or any Loan Party's of its Subsidiaries' use of or reliance on such report, (ii) no neither Agent nor any Lender 120 128 makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Dominicks Supermarkets Inc)

Environmental Disclosure and Inspection. A. Company Borrower shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and use its best efforts to cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company Borrower agrees that Administrative Agent may, from time to time and in its reasonable sole and absolute discretion, retain, at CompanyBorrower's expense, an independent professional consultant to review any report relating to Hazardous Materials Material prepared by or for Company and Borrower and, whether or not any such report exists, upon reasonable notice to Borrower, to conduct its own investigation of any Facility currently or previously owned, leased, operated or used by Company Borrower or any of its Subsidiaries, and Company Borrower agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company Borrower or any of its Subsidiaries. Company shall use its reasonable efforts Borrower hereby grants to obtain for Administrative Agent and its agentsAdministrative Agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company Borrower or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company Borrower and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted with prior notice and so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Borrower and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection Section 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company Borrower promptly after its completion, and Borrower acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan PartyBorrower's use of or reliance on any such report, (ii) no neither Administrative Agent nor any Lender makes any representation or warranty with respect to any such report, and (iii) by delivering such report to CompanyBorrower, no neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in any such report; provided, however, that Administrative Agent shall not be required by this Section 6.7B to deliver any such report to Borrower that is protected by the attorney-client privilege or other privilege if and to the extent that to do so could reasonably be expected to result in the waiver or loss of that privilege. C. Company Borrower shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials Material required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials Material required to be reported to any federal, state or local governmental or regulatory agency, (provided, however, that Borrower shall not be required by this Section 6.7C to advise Lenders of the contents of any written communication that is protected by the attorney- client or other privilege if and to the extent that to do so could reasonably be expected to result in the waiver or loss of that privilege), (iii) any remedial action taken by Company Borrower or any other Person in response to (x) any Hazardous Materials Material on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that reasonably could have a Material Adverse Effect, (iv) CompanyBorrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to (x) any restrictions on the ownership, occupancy, ownership or transferability thereof or (y) any material restriction on the occupancy or use thereof under any Environmental LawsLaws which restriction on occupancy or use could reasonably be expected to result in a Material Adverse Effect, and (v) any request for information from any governmental agency that suggests indicates such agency is investigating whether Company Borrower or any of its Subsidiaries may be potentially responsible for a Release of Hazardous MaterialsMaterial. D. Company Borrower shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company Borrower or any of its Subsidiaries that could reasonably be expected to expose Company Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Govern- mental Authorization then held by Company Borrower or any of its Subsidiaries and (ii) any proposed action to be taken by Company that Borrower or any of its Subsidiaries proposes to take to commence manufacturing, industrial or other similar operations that reasonably could reasonably be expected to subject Company Borrower or any of its Subsidiaries to additional laws, rules or regulations, regulations (including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses) not theretofore applicable to the Hotel, Facilities or operations of Borrower or any of its Subsidiaries. E. Company Borrower shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7Section 6.7 (provided, however, that Borrower shall not be required by the provisions of this Section 6.7E to provide documents or information that is protected by the attorney-client or other privilege if and to the extent that to do so could reasonably be expected to result in the waiver or loss of that privilege).

Appears in 1 contract

Samples: Credit Agreement (Circus Circus Enterprises Inc)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all reasonable due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such propertyFacilities, to comply with all Environmental Laws. B. Company agrees that Administrative Agent may, from time to time and in its reasonable discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility with respect to which the Administrative Agent and Requisite Lenders have cause to believe that there is a reasonable possibility of an Environmental Claim having a Material Adverse Effect and that is currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to 91 use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, Company the right to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan PartyCompany's use of or reliance on such report, (ii) no neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, 92 Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Bell & Howell Operating Co)

Environmental Disclosure and Inspection. A. The Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws, noncompliance with which could reasonably be expected to cause a Material Adverse Effect. B. The Company agrees that Administrative Agent the Lender may, from time to time and in its reasonable discretiontime, retain, at the Company's expense, an independent professional consultant reasonably acceptable to the Company to review any report relating to Hazardous Materials prepared by or for the Company and to conduct its own investigation of any Facility currently owned, leased, operated or used by the Company or any of its Subsidiaries, if (x) an Default or Event of Default shall have occurred and be continuing, or (y) the Lender reasonably believes (1) that an occurrence relating to such Facility is likely to give rise to an Environmental Liability or (2) that a violation of an Environmental Law on or around such Facility has occurred or is likely to occur, which could, in either such case, result in a Material Adverse Effect. The Company agrees to use all reasonable efforts to obtain permission for Administrative Agentthe Lender's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by the Company or any of its Subsidiaries. The Company shall use its reasonable efforts to obtain for Administrative Agent the Lender and its agents, employees, consultants and contractors the right, upon reasonable notice to the Company, to enter into or on to the Facilities currently owned, leased, operated or used by the Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by the Company and Administrative Agentthe Lender, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. The Company and Administrative Agent the Lender hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent the Lender pursuant to this subsection 6.7B 5.7B will be obtained and shall be used by Administrative Agent and Lenders the Lender for the purposes of Lenders' the Lender's internal credit decisions, to monitor and police the Loans and to protect Lenders' the Lender's security interests, if any, created by the Loan Documents. Administrative Agent The Lender agrees to deliver a copy of any such report to the Company with the understanding that the Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and the Lender from any costs, losses or liabilities relating to any Loan Partythe Company's use of or reliance on such report, (ii) no Agent nor any the Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to the Company, no Agent nor any the Lender is not requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. The Company shall promptly advise Administrative Agent the Lender in writing and in reasonable detail of (i) any Release or threatened Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all communications (written communications or oral) with respect to any pending or threatened Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release or threatened Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agencyMaterials, (iii) any remedial action taken Cleanup performed by the Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim Liability having a Material Adverse Effect, or (y) any Environmental Claim Liabilities that could have a Material Adverse Effect, (iv) the Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such any Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that fairly suggests such agency is investigating whether the Company or any of its Subsidiaries may be potentially responsible for a Release or threatened Release of Hazardous Materials. D. The Company shall promptly notify Administrative Agent the Lender of (i) any proposed acquisition of stock, assets, or property by the Company or any of its Subsidiaries that could reasonably be expected to expose the Company or any of its Subsidiaries to, or result in, Environmental Claims Liability that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by the Company or any of its Subsidiaries and (ii) any proposed action to be taken by the Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject the Company or any of its Subsidiaries to additional laws, rules or regulationsEnvironmental Laws, including, without limitation, laws, rules and regulations Environmental Laws requiring additional environmental permits or licenses, that are materially different from the Environmental Laws applicable to the operations of the Company and its Subsidiaries as of the Closing Date. E. The Company shall, at its own expense, provide copies of such documents or information as Administrative Agent the Lender may reasonably request in relation to any matters disclosed pursuant to this subsection 6.75.7.

Appears in 1 contract

Samples: Credit Agreement (Smartalk Teleservices Inc)

Environmental Disclosure and Inspection. A. The Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities presently owned or operated by the Company or its Subsidiaries and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws, noncompliance with which could reasonably be expected to cause a Material Adverse Effect. B. The Company agrees that the Administrative Agent may, from time to time and in its reasonable discretiontime, retain, at the Company's expense, an independent professional consultant reasonably acceptable to the Company to review any report relating to Hazardous Materials prepared by or for the Company and to conduct its own investigation of any Facility currently owned, leased, operated or used by the Company or any of its Subsidiaries, if (x) a Default or an Event of Default shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such Facility is likely to give rise to an Environmental Liability or (2) that a violation of an Environmental Law on or around such Facility has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in a Material Adverse Effect. The Company agrees to use all reasonable efforts to obtain permission for the Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by the Company or any of its Subsidiaries. The Company shall use its reasonable efforts to obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to the Company, to enter into or on to the Facilities currently owned, leased, operated or used by the Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by the Company and the Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. The Company and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders' internal credit decisions, to monitor and police the Loans and to protect the Lenders' security interests, if any, created by the Loan Documents, and the Administrative Agent and the Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent permitted by law except as provided in the following sentence. The Administrative Agent agrees to deliver a copy of any such report to the Company with the understanding that the Company acknowledges and agrees that (i) it will indemnify and hold harmless each the Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan Partythe Company's use of or reliance on such report, (ii) no neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to the Company, no neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. The Company shall promptly advise the Administrative Agent in writing and in reasonable detail of (i) any Release or threatened Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all communications (written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.or

Appears in 1 contract

Samples: Credit Agreement (Wellman North America Inc)

Environmental Disclosure and Inspection. A. Company Each Borrower shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply in all material respects and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply in all material respects with all Environmental Laws. B. Company Each Borrower agrees that Administrative Agent may, from time to time and in its reasonable discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and its Subsidiaries and, upon a reasonable belief that any Borrower has breached any covenant or representation with respect to environmental matters or that there has been a material violation of Environmental Laws at any Facility or by any Borrower, to conduct its own reasonable investigation of such matter at any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such 103 matter at any Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries upon reasonable notice to Borrower to perform such tests assessments on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Borrower and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company each Borrower acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and each Lender from any costs, losses or liabilities relating to any Loan Partysuch Borrower's use of or reliance on such report, (ii) no neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company Each Borrower shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any material Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any material Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company such Borrower or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Companysuch Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company such Borrower or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company Each Borrower shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to material additional laws, rules obligations or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses.requirements under Environmental Laws. 104 E. Company Each Borrower shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Hines Horticulture Inc)

Environmental Disclosure and Inspection. A. Each of Company and Canadian Borrower shall, and shall cause each of its Subsidiaries to, exercise all commercially reasonable due diligence in order to comply in all material respects, and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, property to comply in all material respects, with all Environmental Laws, except where failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. B. Each of Company and Canadian Borrower agrees that an Administrative Agent may, from time upon a reasonable belief that Company or Canadian Borrower has breached any covenant or representation with respect to time and in its reasonable discretionenvironmental matters set forth herein or that there has been a violation of Environmental Laws at any Facility or by Company or Canadian Borrower which breach or violation could reasonably be expected to have a Material Adverse Effect, retain, at Company's reasonable expense, an independent professional consultant (the selection of which shall be subject to Company's reasonable consent) to review any report relating to Hazardous Materials prepared by or for Company in connection with such potential breach or violation and to conduct its own reasonable investigation of any such matter at such Facility currently owned, leased, operated or used by Company or any of its SubsidiariesSubsidiaries which is the subject of such potential breach or violation, and each of Company and Canadian Borrower agrees to use all its commercially reasonable efforts to obtain permission for such Administrative Agent's professional consultant to conduct its own investigation of any such matter at any Facility previously owned, leased, operated or used by Company or any of its SubsidiariesSubsidiaries which is the subject of such potential breach or violation. Each of Company shall use its reasonable efforts and Canadian Borrower hereby grants to obtain for each Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to onto the aforementioned Facilities currently owned, leased, operated or used 106 by Company or any of its Subsidiaries upon reasonable notice to Company to perform such tests assessments on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any such Facility shall be conducted, unless otherwise agreed to by Company or Canadian Borrower and the applicable Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Company, Canadian Borrower and each Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of an Administrative Agent pursuant to this subsection 6.7B will may be obtained and shall may be used by Administrative Agent Agents and Lenders only for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Priority Secured Loan Documents. US Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that each of Company and Canadian Borrower acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any reasonable costs, losses or liabilities relating to any Loan PartyCompany's use of or reliance on such report, (ii) no none of either Administrative Agent nor or any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no none of either Administrative Agent nor or any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. In addition to, and without limiting the generality of the foregoing, Company shall, at US Administrative Agent's reasonable request and at Company's expense, conduct such investigation of the Facility located at 000-00 Xxxxxx Xxxxxxx Blvd., Fresh Xxxxxxx, New York as is reasonably necessary to determine whether Hazardous Materials may exist in soil or ground water in the vicinity. US Administrative Agent shall have the right to reasonably approve consultants to be engaged by Company, and the scope of investigation proposed by such consultant. Company agrees US Administrative Agent shall be deemed reasonable in disapproving any consultant who is not member of a nationally-recognized environmental consulting firm or who does not have five or more years experience with remediation of Hazardous Materials contamination. C. Each of Company and Canadian Borrower shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, provincial or local or foreign governmental or regulatory agency under any applicable Environmental Laws, which Release has a reasonable possibility of giving rise to a Material Adverse Effect, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state state, provincial or local governmental or regulatory agencyagency which Release has a reasonable possibility of giving rise to a Material Adverse Effect, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have has a reasonable possibility of having a Material Adverse Effect, (iv) Company's or Canadian Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental LawsLaws which restriction would have a reasonable possibility of having a Material Adverse Effect, and (v) any request for information from any governmental agency that suggests 107 such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials, which Release has a reasonably possibility of giving rise to a Material Adverse Effect. In addition to, and without limiting the generality of the foregoing, Company shall, within 120 days after the Closing Date, deliver to US Administrative Agent either (i) confirmation reasonably satisfactory to US Administrative Agent that all underground storage tanks owned or operated by Company and its Subsidiaries are in material compliance with all Environmental Laws or (ii) with respect to any underground storage tanks owned or operated by Company or any of its Subsidiaries that are not in material compliance with all Environmental Laws, Company shall use its commercially reasonable best efforts to cause such underground storage tanks to be in material compliance with all Environmental Laws. D. Each of Company and Canadian Borrower shall promptly notify US Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licensesMaterial Adverse Effect. E. Each of Company and Canadian Borrower shall, at its own expense, provide copies of such documents or information as either Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Priority Secured Credit Agreement (Loews Cineplex Entertainment Corp)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company agrees that Chase Co-Administrative Agent may, from time to time and in its reasonable discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable efforts to obtain permission for Chase Co-Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts to obtain for Chase Co-Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Chase Co-Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Chase Co-Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Chase Co-Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Chase Co-Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Chase Co-Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and Lender from any costs, losses or liabilities relating to any Loan Party's use of or reliance on such report, (ii) no Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Chase Co-Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Chase Co-Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as either Co-Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Outsourcing Solutions Inc)

Environmental Disclosure and Inspection. A. Company X. Xxxxxxx shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply in all material respects with all Environmental Laws. B. Company X. Xxxxxxx agrees that Chase Co-Administrative Agent may, from time to time and in its reasonable discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable efforts to obtain permission for Chase Co-Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts to obtain for Chase Co-Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Chase Co- Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Chase Co-Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Chase Co-Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Chase Co-Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Chase Co-Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and Lender from any costs, losses or liabilities relating to any Loan Party's use of or reliance on such report, (ii) no Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no Agent nor any Lender is requiring or recommending the implementation implementa- tion of any suggestions or recommendations contained in such report. C. Company X. Xxxxxxx shall promptly advise Chase Co-Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company X. Xxxxxxx shall promptly notify Chase Co-Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company X. Xxxxxxx shall, at its own expense, provide copies of such documents or information as either Co-Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Sherman Acquisition Corp)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company agrees that the Administrative Agent may, from time to time and in its reasonable discretion, may retain, at Company's expense, an independent professional consultant reasonably acceptable to Company to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation (reasonable in scope under the circumstances) of any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, if (x) a Default or an Event of Default related to environmental matters shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes that a violation of an Environmental Law on or around such Facility has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in a Material Adverse Effect. In the event that the conditions specified in (x) or (y) above exist, Company agrees to use all commercially reasonable efforts to obtain permission for the Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. In the event that the conditions specified in (x) or (y) above exist, Company shall use its commercially reasonable efforts to obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and the Administrative Agent, during normal business hours and, to the extent reasonably practicablehours, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection 6.7B 6.7A will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders' internal credit decisions, to monitor and police the Loans and to protect the Lenders' security interests, if any, created by the Loan Documents. The Administrative Agent agrees agrees, upon request by Company, to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) consistent with the terms of subsection 10.3 hereof, it will indemnify and hold harmless each the Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan PartyCompany's use of or reliance on such report, (ii) no neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. B. Company shall promptly notify the Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims Liability that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by required under Environmental Laws for the operations of Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar modify current operations in a manner that could reasonably be expected to subject Company or any of its Subsidiaries to material additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licensesobligations under Environmental Laws where such obligations would reasonably be expected to have a Material Adverse Effect. E. C. Company shall, at its own expense, provide copies of such documents or information as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Microclock Inc)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and use its best efforts to cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. After the occurrence and during the continuance of an Event of Default or otherwise at any time upon the reasonable request of any Holder or Holders holding not less than 50% of the principal amount of either the Tranche A Notes or the Tranche B Notes, Company agrees that Administrative Agent such Holder may, from time to time and in its reasonable sole and absolute discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials Material prepared by or for Company and and, whether or not any such report exists, upon reasonable notice to Company, to conduct its own investigation of any Facility currently owned, leased, operated or used by Company or any of its Subsidiariesthe Facilities, and SGC and Company agrees each agree to use all reasonable their respective best efforts to obtain permission for Administrative Agent's the professional consultant of such Holder or Holders to conduct its own investigation of any such Facility previously ownedthe Facilities, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts hereby grants to obtain for Administrative Collateral Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility the Facilities shall be conducted, unless otherwise agreed to by Company and Administrative Agentthe requesting Holder, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facilityprior notice. Company and Administrative Agent Holders each hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent Holders pursuant to this subsection 6.7B 5.7 will be obtained and shall be used by Administrative Agent and Lenders such Holder(s) for the purposes of LendersHolders' internal credit decisionsanalysis, to monitor and police the Loans Notes and to protect LendersHolders' security interests, if any, interests created by the Loan Basic Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and Lender from any costs, losses or liabilities relating to any Loan Party's use of or reliance on such report, (ii) no Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent Holders in writing and in reasonable detail of (i) any Release of any Hazardous Materials Material on or relating to the Facilities required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials Material required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or, to Company's or SGC's knowledge, any other Person in response to (x) any Hazardous Materials Material on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse EffectFacilities, or (y) any Environmental Claim that reasonably could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility the Facilities that reasonably could cause such Facility the Facilities or any part thereof to be subject to (x) any restrictions on the ownership, occupancy, ownership or transferability thereof or (y) any material restriction on the occupancy or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests indicates such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous MaterialsMaterial. D. Company shall promptly notify Administrative Agent Holders of (i) any proposed acquisition of stock, assets, action that Company has taken or property by Company or any of its Subsidiaries proposes to take that reasonably could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional Environmental Claims, laws, rules or regulations, regulations (including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses) not theretofore applicable to the Facilities or operations of Company. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent any Holder may reasonably request in relation to any matters disclosed pursuant to this subsection 6.75.7.

Appears in 1 contract

Samples: Note Purchase Agreement (Santa Fe Gaming Corp)

Environmental Disclosure and Inspection. A. Company Each Borrower shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply in all material respects and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply in all material respects with all Environmental Laws. B. Company Each Borrower agrees that Administrative Agent may, from time to time and in its reasonable discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and and, upon a reasonable belief that any Borrower has breached any covenant or representation with respect to environmental matters or that there has been a material violation of Environmental Laws at any Facility or by any Borrower, to conduct its own reasonable investigation of such matter at any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such matter at any Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries upon reasonable notice to Borrower to perform such tests assessments on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Borrower and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company each Borrower acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and each Lender from any costs, losses or liabilities relating to any Loan Partysuch Borrower's use of or reliance on such report, (ii) no neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company Each Borrower shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any material Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a 110 reasonable possibility of giving rise to a Material Adverse Effect or with respect to any material Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company such Borrower or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Companysuch Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company such Borrower or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company Each Borrower shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to material additional laws, rules obligations or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licensesrequirements under Environmental Laws. E. Company Each Borrower shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Hines Horticulture Inc)

Environmental Disclosure and Inspection. A. Company Each Credit Party shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company Each Credit Party agrees that Administrative Agent may, from time to time and in its reasonable sole and absolute discretion, retain, at Company's Borrowers' expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company or any of its Subsidiaries and to conduct its own investigation of any Facility currently or proposed to be owned, leased, operated or used by Company or any of its Subsidiaries, and Company each Credit Party agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts Each Credit Party hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Each Credit Party and Administrative Agent hereby acknowledge and agree that any report of resulting from any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if anyinterests and Liens, created by the Loan DocumentsDocuments and to maintain the security for the Loans free from liability for Environmental Claims. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company each Borrower acknowledges and agrees that (i) it Borrowers will indemnify and hold harmless each Agent and each Lender from any costs, losses or liabilities relating to any Loan Party's the use of or reliance on such reportreport by Company, (ii) no neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company Each Credit Party shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported by it to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company such Credit Party or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Companysuch Credit Party's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company such Credit Party or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company Each Credit Party shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company such Credit Party or any of its Subsidiaries that could reasonably be expected to expose Company such Credit Party or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company such Credit Party or any of its Subsidiaries and (ii) any proposed action to be taken by Company such Credit Party or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company such Credit Party or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company Each Credit Party shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Loan and Security Agreement (Calton Inc)

Environmental Disclosure and Inspection. A. Company Borrower shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply in all material respects and cause (i) all tenants under any leases or 117 occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply in all material respects with all Environmental Laws. B. Company Borrower agrees that Administrative Agent may, from time to time and in its reasonable discretion, retain, at CompanyBorrower's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and Borrower or any of its Subsidiaries and, upon a reasonable belief that Borrower has breached any covenant or representation herein with respect to environmental matters or that there has been a material violation of Environmental Laws at any Facility or by Borrower or any of its Subsidiaries, to conduct its own reasonable investigation of such matter at any Facility currently owned, leased, operated or used by Company Borrower or any of its Subsidiaries, and Company Borrower agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such matter at any Facility previously owned, leased, operated or used by Company Borrower or any of its Subsidiaries. Company shall use its reasonable efforts Borrower hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company Borrower or any of its Subsidiaries upon reasonable notice to Borrower to perform such tests assessments on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company Borrower and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Borrower and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and Lender from any costs, losses or liabilities relating to any Loan Party's use of or reliance on such report, (ii) no Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company Borrower shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any material Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental Government Authority or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any material Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company Borrower, any Subsidiary of Borrower or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, and (iv) CompanyBorrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company Borrower shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company Borrower or any of its Subsidiaries that could reasonably be expected to expose Company Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries Material Adverse Effect and (ii) any proposed action to be taken by Company Borrower or any of its Subsidiaries to commence manufacturing, industrial or other similar modify current operations that could reasonably be expected to subject Company Borrower or any of its Subsidiaries to material additional laws, rules obligations or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licensesrequirements under Environmental Laws. E. Company Borrower shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Joy Global Inc)

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Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy 104 agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company agrees that Administrative Agent may, from time to time and in its reasonable sole and absolute discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently then owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently then owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Collateral Agent, Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan PartyCompany's use of or reliance on such report, (ii) no neither Collateral Agent, Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Collateral Agent, Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or 105 use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Granite Broadcasting Corp)

Environmental Disclosure and Inspection. A. Company (a) Borrower shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities any Real Estate Investment, and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company (b) Borrower agrees that Administrative Agent may, from time to time and in its reasonable sole and absolute discretion, retain, at CompanyBorrower's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for any Company and to conduct its own investigation in the context of an Environmental Claim against any Facility currently owned, leased, operated or used by Company or any Release or threatened Release of its Subsidiaries, and Company agrees to use all reasonable efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its SubsidiariesHazardous Materials. Company shall use its reasonable efforts to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Borrower and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans Loans, and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company Borrower with the understanding that Company Borrower acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses losses, or liabilities relating to any Loan PartyBorrower's use of or reliance on such report, (ii) no neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to CompanyBorrower, no neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company (c) Borrower shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company Borrower or any other Person in response to (xA) any Hazardous Materials on, under under, or about any FacilityReal Estate Investment, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (yB) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (vii) any request for information from any governmental agency Governmental Authority that suggests such agency Governmental Authority is investigating whether any Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company (d) Borrower shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by any Company or any of its Subsidiaries that could reasonably be expected to expose any Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries Company, and (ii) any proposed action to be taken by any Company or any of its Subsidiaries to commence manufacturing, industrial industrial, or other similar operations that could reasonably be expected to subject any Company or any of its Subsidiaries to additional laws, rules or regulationsLegal Requirements, including, without limitation, laws, rules and regulations Legal Requirements requiring additional environmental permits or licensesGovernmental Authorizations. E. Company (e) Borrower shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7SECTION 5.7.

Appears in 1 contract

Samples: Credit Agreement (Trammell Crow Co)

Environmental Disclosure and Inspection. A. Company Each Credit Party shall, and shall cause each of its Subsidiaries to, exercise all reasonable due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental LawsLaws in each case where the failure to do so could reasonably be expected to result in a Material Adverse Effect. B. Company Each Credit Party agrees that Administrative Agent may, after the occurrence and during the continuation of an Event of Default or Potential Event of Default, from time to time and in its reasonable discretion, retain, at Company's expense, retain an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company such Credit Party and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company such Credit Party or any of its Subsidiaries, and Company each Credit Party agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's ’s professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company such Credit Party or any of its Subsidiaries. Company shall use its Each Credit Party agrees to pay all reasonable efforts fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to onto the Facilities currently owned, leased, operated or used by Company such Credit Party or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company such Credit Party and Administrative Agent, upon reasonable advance notice and during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Each Credit Party and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company such Credit Party with the understanding that Company such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan such Credit Party's ’s use of or reliance on such report, (ii) no neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Companysuch Credit Party, no neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company Each Credit Party shall, at its own expense, provide copies of such non-privileged documents or information in such Credit Party’s possession or obtainable at a reasonable cost as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Beasley Broadcast Group Inc)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply in all material respects with all Environmental Laws. B. Company agrees that Chase Co-Administrative Agent may, from time to time and in its reasonable discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable efforts to obtain permission for Chase Co-Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts to obtain for Chase Co-Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Chase Co-Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Chase Co-Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Chase Co-Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Chase Co-Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Chase Co-Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and Lender from any costs, losses or liabilities relating to any Loan Party's use of or reliance on such report, (ii) no Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Chase Co-Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Chase Co-Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as either Co-Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Gulf State Credit LLP)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws, except where failure to comply could not have a Material Adverse Effect. B. Company agrees that Administrative Agent on behalf of Lenders may, from time to time and in its reasonable sole and absolute discretion, retain, at Company's ’s expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's ’s professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B 5.9B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' the security interests, if any, interests created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and each Lender from any costs, losses or liabilities relating to any Loan Party's Company’s use of or reliance on such report, (ii) no neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Promptly after it becomes aware of any of any of the following, Company shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's ’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. Company shall promptly deliver to Lenders a copy of (a) any environmental reports prepared by or for the Company or any of its Subsidiaries regarding a groundwater investigation at 000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, completed on or about August 31, 1995, and any subsequent environmental reports related to the groundwater at such site, and (b) any Complaint filed by the Company or any of its Subsidiaries against any party alleged to be liable for any costs of remediation at such site. D. Company shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.75.9.

Appears in 1 contract

Samples: Credit Agreement (Bank Jos a Clothiers Inc /De/)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, (a) Each Loan Party will exercise all due diligence in order to comply and cause (i) Borrower, its Subsidiaries, and all tenants under any leases Persons on or occupancy agreements affecting occupying any portion of the Facilities and (ii) all other Persons on owned, leased, used or occupying such property, operated by Borrower or its Subsidiaries to comply with all Environmental Laws. B. Company (b) Borrower agrees that Administrative Agent mayLender may (but shall have no obligation to), from time to time and in its reasonable discretion, retain, at CompanyBorrower's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company Borrower and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company Borrower or any of its Subsidiaries, Subsidiaries and Company Borrower agrees to use all its commercially reasonable efforts to obtain permission for Administrative AgentLender's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company Borrower or any of its Subsidiaries. Company shall use its reasonable efforts Borrower hereby grants to obtain for Administrative Agent Lender and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company Borrower or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company Borrower and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent Lender hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent Lender pursuant to this subsection 6.7B 5.7(b) will be obtained and shall be used by Administrative Agent and Lenders Lender for the purposes of Lenders' Lender's internal credit decisions, to monitor and police the Loans and to protect Lenders' Lender's security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and Lender from any costs, losses or liabilities relating to any Loan Party's use of or reliance on such report, (ii) no Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall (c) Borrower will promptly advise Administrative Agent Lender in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company Borrower or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse EffectClaim, or (y) any Environmental Claim that could have a Material Adverse EffectClaim, (iv) CompanyBorrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could is reasonably likely to cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company Borrower or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall (d) Borrower will promptly notify Administrative Agent Lender of (i) any proposed acquisition of stock, assets, or property by Company Borrower or any of its Subsidiaries that could reasonably be expected to expose Company Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries Borrower to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries Borrower to additional laws, rules or regulations, Environmental Laws including, without limitation, laws, rules and regulations Environmental Laws requiring additional environmental permits or licenses. E. Company shall(e) Borrower will, at its own expense, provide copies of such documents or information as Administrative Agent Lender may reasonably request in relation to any matters disclosed pursuant to this subsection 6.75.7.

Appears in 1 contract

Samples: Credit Agreement (Vista Information Solutions Inc)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company agrees that Administrative Agent may, from time to time and in its reasonable sole and absolute discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently then owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, 100 right to enter into or on to the Facilities currently then owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Collateral Agent, Agent and each Lender from any costs, losses or liabilities relating to any Loan PartyCompany's use of or reliance on such report, (ii) no neither Collateral Agent, Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Collateral Agent, Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, 101 rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Granite Broadcasting Corp)

Environmental Disclosure and Inspection. A. Company Each Credit Party shall, and shall cause each of its Subsidiaries to, exercise all reasonable due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental LawsLaws in each case where the failure to do so could reasonably be expected to result in a Material Adverse Effect. B. Company Each Credit Party agrees that Administrative Agent (at the direction of the Requisite Lenders) may, after the occurrence and during the continuation of an Event of Default or Potential Event of Default, from time to time and in its reasonable discretion, retain, at Company's expense, retain an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for Company such Credit Party and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company such Credit Party or any of its Subsidiaries, and Company each Credit Party agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's ’s professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company such Credit Party or any of its Subsidiaries. Company shall use its Each Credit Party agrees to pay all reasonable efforts fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to obtain for Administrative Agent Agent, each Lender and its their respective agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to onto the Facilities currently owned, leased, operated or used by Company such Credit Party or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company such Credit Party and Administrative Agent, upon reasonable advance notice and during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Each Credit Party and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Term Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company such Credit Party with the understanding that Company such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan such Credit Party's ’s use of or reliance on such report, (ii) no neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Companysuch Credit Party, no neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company Each Credit Party shall, at its own expense, provide copies of such non-privileged documents or information in such Credit Party’s possession or obtainable at a reasonable cost as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Beasley Broadcast Group Inc)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all reasonable due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities that are currently owned, leased or occupied by Company or any of its Subsidiaries and (ii) all other Persons on or occupying such propertyFacilities, to comply with all Environmental LawsLaws and Governmental Authorizations. B. Company agrees that Administrative Agent may, from time to time and in its reasonable discretion, or if an Event of Default shall have occurred and be continuing in its sole and absolute discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct without expense to Company its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan PartyCompany's use of or reliance on such report, (ii) no neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly after obtaining knowledge thereof advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials at any Facility required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving could reasonably be expected to give rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting could reasonably be expected to result in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could reasonably be expected to have a Material Adverse Effect, (iv) Company's discovery any Release of any occurrence or condition on any real property adjoining or in the vicinity of Hazardous Materials at any Facility which is subject to a Mortgage that could reasonably be expected to cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licensesSubsidiaries. E. Company shall, at its own expense, provide copies of such documents or written information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Dictaphone Corp /De)

Environmental Disclosure and Inspection. A. Each of Holdings and Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Each of Holdings and Company agrees that Administrative Agent may, from time to time and in its reasonable sole and absolute discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company Holdings or any of its Subsidiaries and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company Holdings or any of its Subsidiaries, and each of Holdings and Company agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company Holdings or any of its Subsidiaries. Each of Holdings and Company shall use its reasonable efforts hereby grants (to obtain for Administrative the extent it is authorized to do so) to Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company Holdings or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company such Person and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Each of Holdings and Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall only be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and each Lender from any costs, losses or liabilities relating to Holdings' or any Loan Party's of its Subsidiaries' use of or reliance on such report, (ii) no neither Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. . 115 (Credit Agreement) 123 C. Company shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with any governmental authority or any adverse party with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials at any Facility required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company Holdings or any of its Subsidiaries or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have reasonably be expected to result in a Material Adverse Effect, (iv) Company's Holdings' or any of its Subsidiaries' discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company Holdings or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Dominicks Supermarkets Inc)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company agrees that Administrative Agent may, from time to time and in its reasonable discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and Lender from any costs, losses or liabilities relating to any Loan Party's use of or reliance on such report, (ii) no Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable 100 Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Aurora Foods Inc /Md/)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities currently owned and leased and (ii) all other Persons on or occupying such property, to comply with all Environmental LawsLaws noncompliance with which would individually or in the aggregate reasonably be expected to have a Material Adverse Effect. B. Company agrees that Administrative Agent may, from time to time time, (i) upon reasonable belief based upon information obtained after the Closing Date of the existence of a past or present Release or threatened Release of any Hazardous Materials into, onto, beneath or from any Facility or (ii) upon the occurrence and in its reasonable discretionduring the continuance of an Event of Default, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently owned, leased, leased or operated or used by Company or any of its Subsidiaries, and Company agrees to use all its commercially reasonable efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, leased or operated or used by Company or any of its Subsidiaries. Company shall hereby, grants to the extent no consent of a landlord is required or, if landlord consent is required, to use its reasonable efforts to obtain for a landlord consent to grant, to Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan PartyCompany's use of or reliance on such report, (ii) no neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. Company acknowledges that Administrative Agent's exercise of its rights under this subsection 6.7B shall not be deemed generation, treatment, storage, transportation, disposal or arrangement for disposal of Hazardous Materials. C. Company shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, state or local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (xa) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (yb) any Environmental Claim that could would reasonably be expected to have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent Lenders of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could would reasonably be expected to have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization Authoriza tion then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could would reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Arranging Agent or Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Afc Enterprises Inc)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all commercially reasonable due diligence in order to comply in all material respects, and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, property to comply in all material respects, with all Environmental Laws, except where failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. B. Company agrees that Administrative Agent may, from time upon a reasonable belief that Company has breached any covenant or representation with respect to time and in its reasonable discretionenvironmental matters set forth herein or that there has been a violation of Environmental Laws at any Facility or by Company which breach or violation could reasonably be expected to have a Material Adverse Effect, retain, at Company's reasonable expense, an independent professional consultant (the selection of which shall be subject to Company's reasonable consent) to review any report relating to Hazardous Materials prepared by or for Company in connection with such potential breach or violation and to conduct its own reasonable investigation of any such matter at such Facility currently owned, leased, operated or used by Company or any of its SubsidiariesSubsidiaries which is the subject of such potential breach or violation, and Company agrees to use all its commercially reasonable efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such matter at any Facility previously owned, leased, operated or used by Company or any of its SubsidiariesSubsidiaries which is the subject of such potential breach or violation. Company shall use its reasonable efforts hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to onto the aforementioned Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries upon reasonable notice to Company to perform such tests assessments on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any such Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will may be obtained and shall may be used by Administrative Agent and Lenders only for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Term Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any reasonable costs, losses or liabilities relating to any Loan PartyCompany's use of or reliance on such report, (ii) no neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. In addition to, and without limiting the generality of the foregoing, Company shall, at Administrative Agent's reasonable request and at Company's expense, conduct such investigation of the Facility located at 183-15 Horace Harding Blvd., Fresh Meadows, New York as is reasonablx xxxxxxxxx xx xxxxxxxxx whether Haxxxxxxx Materials may exist in soil or ground water in the vicinity. Administrative Agent shall have the right to reasonably approve consultants to be engaged by Company, and the scope of investigation proposed by such consultant. Company agrees Administrative Agent shall be deemed reasonable in disapproving any consultant who is not member of a nationally-recognized environmental consulting firm or who does not have five or more years experience with remediation of Hazardous Materials contamination. C. Company shall promptly advise Administrative Agent Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, provincial or local or foreign governmental or regulatory agency under any applicable Environmental Laws, which Release has a reasonable possibility of giving rise to a Material Adverse Effect, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state state, provincial or local governmental or regulatory agencyagency which Release has a reasonable possibility of giving rise to a Material Adverse Effect, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have has a reasonable possibility of having a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental LawsLaws which restriction would have a reasonable possibility of having a Material Adverse Effect, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials, which Release has a reasonably possibility of giving rise to a Material Adverse Effect. In addition to, and without limiting the generality of the foregoing, Company shall, within 120 days after the Closing Date, deliver to Administrative Agent either (i) confirmation reasonably satisfactory to Administrative Agent that all underground storage tanks owned or operated by Company and its Subsidiaries are in material compliance with all Environmental Laws or (ii) with respect to any underground storage tanks owned or operated by Company or any of its Subsidiaries that are not in material compliance with all Environmental Laws, Company shall use its commercially reasonable best efforts to cause such underground storage tanks to be in material compliance with all Environmental Laws. D. Company shall promptly notify Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licensesMaterial Adverse Effect. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Term Loan Agreement (Loews Cineplex Entertainment Corp)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company agrees that Administrative Agent may, from time to time and in its reasonable discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable efforts to obtain permission for Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and Lender from any costs, losses or liabilities relating to any Loan Party's use of or reliance on such report, (ii) no Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.. 100

Appears in 1 contract

Samples: Credit Agreement (Aurora Foods Inc /De/)

Environmental Disclosure and Inspection. A. Company Each Credit Party shall, and shall cause each of its Subsidiaries to, exercise all reasonable due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental LawsLaws in each case where the failure to do so could reasonably be expected to result in a Material Adverse Effect. B. Company Each Credit Party agrees that Administrative Agent may, after the occurrence and during the continuation of an Event of Default or Potential Event of Default, from time to time and in its reasonable discretion, retain, at Company's expense, retain an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company such Credit Party and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company such Credit Party or any of its Subsidiaries, and Company each Credit Party agrees to use all reasonable its best efforts to obtain permission for Administrative Agent's ’s professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company such Credit Party or any of its Subsidiaries. Company shall use its Each Credit Party agrees to pay all reasonable efforts fees, costs, expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to obtain for Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, right to enter into or on to the Facilities currently owned, leased, operated or used by Company such Credit Party or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company such Credit Party and Administrative Agent, upon reasonable advanced notice and during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company Each Credit Party and Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to Company such Credit Party with the understanding that Company such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless each Administrative Agent and each Lender from any costs, losses or liabilities relating to any Loan such Credit Party's ’s use of or reliance on such report, (ii) no neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Companysuch Credit Party, no neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company Each Credit Party shall, at its own expense, provide copies of such non-privileged documents or information in such Credit Party’s possession or obtainable at a reasonable cost as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Beasley Broadcast Group Inc)

Environmental Disclosure and Inspection. A. Company shall, and shall cause each of its Subsidiaries to, exercise all due diligence in order to comply and cause (i) all tenants under any leases or occupancy agreements affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws. B. Company agrees that Chase Co-Administrative Agent may, from time to time and in its reasonable discretion, retain, at Company's expense, an independent professional consultant to review any report relating to Hazardous Materials prepared by or for Company and to conduct its own investigation of any Facility currently owned, leased, operated or used by Company or any of its Subsidiaries, and Company agrees to use all reasonable efforts to obtain permission for Chase Co-Administrative Agent's professional consultant to conduct its own investigation of any such Facility previously owned, leased, operated or used by Company or any of its Subsidiaries. Company shall use its reasonable efforts to obtain for Chase Co-Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Company, to enter into or on to the Facilities currently owned, leased, operated or used by Company or any of its Subsidiaries to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by Company and Chase Co-Administrative Agent, during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Company and Chase Co-Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of Chase Co- Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by Chase Co-Administrative Agent and Lenders for the purposes of Lenders' internal credit decisions, to monitor and police the Loans and to protect Lenders' security interests, if any, created by the Loan Documents. Chase Co-Administrative Agent agrees to deliver a copy of any such report to Company with the understanding that Company acknowledges and agrees that (i) it will indemnify and hold harmless each Agent and Lender from any costs, losses or liabilities relating to any Loan Party's use of or reliance on such report, (ii) no Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to Company, no Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. Company shall promptly advise Chase Co-Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state, local or foreign governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that have a reasonable possibility of giving rise to a Material Adverse Effect or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Company or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that could have a Material Adverse Effect, (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (v) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials. D. Company shall promptly notify Chase Co-Administrative Agent of (i) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could have a Material Adverse Effect or that could reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries and (ii) any proposed action to be taken by Company or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject Company or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses. E. Company shall, at its own expense, provide copies of such documents or information as either Co-Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Account Portfolios Gp Inc)

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