Environmental Disclosure and Inspection. A. Each Credit Party shall, and shall cause each of its Subsidiaries to, exercise all reasonable due diligence in order to comply with all Environmental Laws in each case where the failure to do so could reasonably be expected to result in a Material Adverse Effect. B. 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 an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto the Facilities currently owned, leased, operated or used by 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 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. C. 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 2 contracts
Samples: Credit Agreement (Beasley Broadcast Group Inc), Credit Agreement (Beasley Broadcast Group Inc)
Environmental Disclosure and Inspection. A. Each Credit Party Company shall, and shall cause each of its Subsidiaries to, exercise all reasonable due diligence in order to comply with all Environmental Laws in each case where the failure to do so could would reasonably be expected to result in a Material Adverse Effect.
B. 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 Company shall promptly advise Lenders in writing and in its reasonable discretiondetail of (i) any Release of any Hazardous Materials that would reasonably be expected to result in a Material Adverse Effect, retain (ii) any and all written communications with respect to any Environmental Claims that would reasonably be expected to result in a Material Adverse Effect, (iii) any remedial action taken by or at the direction of Company in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which would reasonably be expected to result in an independent professional consultant Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that would reasonably be expected to review result in a Material Adverse Effect, (iv) Company's discovery of any report relating 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 compliance with be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws and which would reasonably be expected to result in a Material Adverse Effect, and (v) any request for information from any governmental agency that indicates such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials prepared by or for such Credit Party and Materials, the remediation of which would reasonably be expected to conduct its own investigation have a Material Adverse Effect.
C. Company shall promptly notify Lenders of any Facility currently ownedproposed acquisition of stock, leasedassets, operated or used property by such Credit Party Company or any of its Subsidiaries that would reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that would reasonably be expected to result in a Material Adverse Effect or that would reasonably be expected to have an adverse effect on any material Governmental Authorization then held by Company or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto the Facilities currently owned, leased, operated or used by 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 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.
C. Each Credit Party shall, at its own expense, D. Company shall 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 6.75.7.
Appears in 2 contracts
Samples: Credit Agreement (Homestake Mining Co /De/), Credit Agreement (Homestake Mining Co /De/)
Environmental Disclosure and Inspection. A. Each Credit Party shall, and shall cause each of its Subsidiaries to, exercise all (a) Exercise reasonable due diligence in order to comply and cause all tenants under any leases or occupancy agreements with the US Borrower or any of its Restricted Subsidiaries and all other Persons on or occupying such property, to comply with all Environmental Laws except where such failure could not reasonably be expected to have a Material Adverse Effect.
(b) Except for the disclosure of matters as to which a legal privilege is asserted in each good faith by the US Borrower or any of its Subsidiaries, promptly advise the Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials which is material and required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that would reasonably be expected to result in a Material Adverse Effect or with respect to any Release of Hazardous Materials which is material in nature and is required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by the US Borrower or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which would reasonably be expected to result in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that would reasonably be expected to result in a Material Adverse Effect, (iv) the US Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that has caused such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that could reasonably be expected to result in a Material Adverse Effect, and (v) any notice from a governmental agency stating that the US Borrower or any of its Restricted Subsidiaries has been named as a potentially responsible party under applicable Environmental Laws or any other request for information from any governmental agency that indicates such agency is investigating whether the US Borrower or any of its Restricted Subsidiaries may be potentially responsible for a Release of Hazardous Materials in either case where the failure to do so that could reasonably be expected to result in a Material Adverse Effect.
B. 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 an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto the Facilities currently owned, leased, operated or used by 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 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (ic) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.
C. Each Credit Party shall, at its own expense, provide 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 6.7Section 6.13.
Appears in 2 contracts
Samples: Credit Agreement (Libbey Inc), Revolving Credit Agreement (Libbey Inc)
Environmental Disclosure and Inspection. A. Each Credit Party (a) Borrower 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 any Real Estate Investment, and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws in each case where except to the extent that failure to do so comply could not reasonably be expected to result in have a Material Adverse Effect.
B. 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 (b) Borrower shall promptly advise Lenders in writing and in its reasonable discretiondetail of (i) any remedial action taken by Borrower or any other Person in response to (A) any Hazardous Materials on, retain under, or about any Real Estate Investment, the existence of which has a reasonable possibility of resulting in an independent professional consultant to review Environmental Claim having a Material Adverse Effect, or (B) any report relating to compliance with Environmental Laws or Claim that could have a Material Adverse Effect, and (ii) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Company may be potentially responsible for a Release of Hazardous Materials prepared by or for such Credit Party and to conduct its own investigation Materials.
(c) Borrower shall promptly notify Lenders of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto the Facilities currently owned, leased, operated or used by 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 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify any proposed acquisition of Stock, assets, or property by any Company that could reasonably be expected to expose any Company 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 any Company, and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes proposed action to be taken by any representation Company to commence manufacturing, industrial, or warranty with respect other operations (other than the construction or renovation of Real Estate Investments in the ordinary course of business) that could reasonably be expected to such reportsubject any Company to additional Legal Requirements, and (iii) by delivering such report to such Credit Partyincluding, neither Administrative Agent nor any Lender is without limitation, Legal Requirements requiring or recommending the implementation of any suggestions or recommendations contained in such reportadditional environmental Governmental Authorizations.
C. Each Credit Party (d) Borrower 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 6.7Section 5.7.
Appears in 2 contracts
Samples: Credit Agreement (Trammell Crow Co), Credit Agreement (Trammell Crow Co)
Environmental Disclosure and Inspection. A. Each Credit Party shall, and shall cause each of its Subsidiaries to, exercise Exercise all reasonable due diligence in order to comply and cause (i) all tenants or subtenants under any Leases affecting the Real Property Collateral, (ii) all contractors, engineers, architects and similar vendors and contractors and (iii) all other Persons on or occupying the Real Property Collateral, to comply with all Environmental Laws in each case where the failure to do so Laws, except for any such noncompliance which could not reasonably be expected to result in a Material Adverse EffectEnvironmental Liability.
B. Each Credit Party agrees that Permit the Administrative Agent may, after the occurrence and during the continuation of an Event of Default or Potential Event of Defaultto, from time to time and in its reasonable discretiontime, retain retain, at the Borrowers’ expense, an independent professional consultant reasonably acceptable to the Borrowers to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party Holdings or any of the Borrower Entities and to conduct its their own investigation (the scope of which investigation shall be reasonable based upon the circumstances) of any Facility Real Property Collateral currently owned, leased, operated or used by such Credit Party Holdings or any of its Subsidiariesthe Borrower Entities, if (x) a Default or an Event of Default shall have occurred and each Credit Party agrees be continuing or (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such Real Property Collateral is likely to give rise to an Environmental Liability or (2) that a violation of an Environmental Law on or around such Real Property Collateral has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in a Material Environmental Liability. The Borrowers shall use its best reasonable efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to the Administrative Agent and its agents, employees, consultants and contractors the right right, upon reasonable notice to the Borrowers, to enter into or onto on to the Facilities Real Property Collateral currently owned, leased, operated or used by such Credit Party Holdings or any of its Subsidiaries the Borrower Entities 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 Real Property Collateral shall be conducted, unless otherwise agreed to by such Credit Party the Borrowers and the Administrative Agent, upon reasonable advance notice and during normal business hours and, to the extent reasonably practicable, shall be conducted so as not to unreasonably interfere with the ongoing operations at any such Facility or to cause any damage or loss to any property at such Facility. Each Credit Party and Real Property Collateral.
C. Promptly advise the Administrative Agent hereby acknowledge in writing and agree that any report in reasonable detail 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costsRelease or threatened Release of any Hazardous Materials, losses required to be reported to any federal, state, local or liabilities relating to such Credit Party’s use of foreign governmental or reliance on such reportregulatory agency under any applicable Environmental Laws, (ii) neither Administrative Agent nor any Lender makes any representation or warranty and all written communications with respect to such reportany pending or threatened Environmental Claims and any and all material written communications with respect to any Release or threatened Release of Hazardous Materials, and in any case, the existence of which has a reasonable possibility of resulting in a Material Environmental Liability, (iii) any Cleanup performed by delivering Holdings, any of the Borrower Entities or any other Person in response to any Hazardous Materials on, under or about any Real Property Collateral, the existence of which has a reasonable possibility of resulting in a Material Environmental Liability, (iv) Holdings’ or any Borrower Entity’s discovery of any occurrence or condition on any property that could cause any Real Property Collateral to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws and (v) any written request for information from any governmental agency that suggests such report agency is investigating facts, conditions, events or circumstances which have a reasonable possibility of giving rise to such Credit Party, neither a Material Environmental Liability.
D. Promptly notify the Administrative Agent nor of (i) any Lender is requiring proposed acquisition of stock, assets, or recommending property by Holdings or any of the implementation Borrower Entities that could reasonably be expected to expose Holdings or any of the Borrower Entities to, or result in, a Material Environmental Liability and (ii) any suggestions proposed action to be taken by Holdings or recommendations contained in such reportany of the Borrower Entities to commence (or to permit any other Person to commence on the Real Property Collateral) manufacturing, industrial or other similar operations that could reasonably be expected to subject Holdings or any of the Borrower Entities to additional Environmental Laws, that are materially different from the Environmental Laws applicable to the operations of Holdings and the Borrower Entities as of the Effective Date.
C. Each Credit Party shall, at its E. At their own expense, provide copies of such non-privileged documents or information in such Credit Party’s possession or obtainable at a reasonable cost as the Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.75.9.
Appears in 2 contracts
Samples: Credit Agreement (FX Real Estate & Entertainment Inc.), Credit Agreement (FX Real Estate & Entertainment Inc.)
Environmental Disclosure and Inspection. A. Each Credit Party shall, and The Corporation shall cause each of its Subsidiaries to, exercise all reasonable due diligence in order to comply and cause all Persons on or occupying the Facilities to comply with all Environmental Laws in each case where the failure to do so could reasonably be expected to result in a Material Adverse EffectLaws.
B. Each Credit Party agrees that Administrative Agent The Office 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 retain, at the Corporation’s expense, an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials Material prepared by or for such Credit Party the Corporation and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiariesthe Facilities. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party The Corporation hereby grants to Administrative Agent and the Office, its agents, employees, consultants and contractors the right right, upon reasonable notice and during reasonable hours, to enter into or onto the Facilities currently owned, leased, operated or used by 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.
C. The Corporation shall promptly advise the Office and the Trustee in writing and in reasonable detail of
1. Any such investigation any Release of any Facility shall Hazardous Material required to be conducted, unless otherwise agreed to by 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 reported to any property at such Facilityfederal, state or local governmental or regulatory agency under any applicable Environmental Laws,
2. Each Credit Party any 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty all written communications with respect to Environmental Claims or any Release of Hazardous Material required to be reported to any federal, state or local governmental or regulatory agency,
3. any remedial action taken by the Corporation or to the Corporation’s knowledge, by any other person in response to
a. any Hazardous Material on, under or about any Facilities, the existence of which could result in an Environmental Claim having a material adverse effect upon the business, operations, properties, assets, or condition (financial or otherwise) of the Corporation, or
b. any Environmental Claim that could have a material adverse effect upon the business, operations, properties, assets, or condition (financial or otherwise) of the Corporation,
4. the Corporation’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Facilities that could cause the Facilities or any part thereof to be classified as “border-zone property” or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and
5. any request for information from any governmental agency that indicates such reportagency is investigating whether the Corporation may be potentially responsible for a Release of Hazardous Materials.
D. The Corporation shall promptly notify the Office and Trustee of any proposed acquisition of stock, assets, or property by the Corporation, that could reasonably be expected to expose the Corporation to, or result in, Environmental Claims that could have a material adverse effect upon the business, operations, properties, assets, or condition (financial or otherwise) of the Corporation, and (iii) any proposed action to be taken by delivering such report the Corporation to such Credit Partycommence manufacturing, neither Administrative Agent nor any Lender is industrial or other operations not in the ordinary course of business as conducted prior to the date of recording of this Regulatory Agreement that could reasonably be expected to subject the Corporation to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or recommending the implementation of any suggestions or recommendations contained in such reportlicenses.
C. Each Credit Party shallE. The Corporation shall execute, at its own expenseon the effective date of this Regulatory Agreement and from time to time as requested by the Office, provide copies of such non-privileged documents the Authority or information the Trustee, Environmental Indemnities in such Credit Party’s possession or obtainable at a reasonable cost the form attached hereto as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7.Exhibit C.
Appears in 2 contracts
Samples: Regulatory Agreement, Regulatory Agreement
Environmental Disclosure and Inspection. A. Each Credit Party shall, and shall cause each of its Subsidiaries to, exercise all reasonable (i) Exercise due diligence in order to comply with all Environmental Laws in each case where the when failure to do so could reasonably be expected to comply would result in a Material Adverse Effect.
B. 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 (ii) Promptly advise Bank in writing and in its reasonable discretiondetail of each of the following events or actions which could have a Material Adverse Effect on Borrower's business or operations: (A) any Release of any Hazardous Materials required to be reported to any federal, retain an independent professional consultant state or local governmental or regulatory agency under any applicable Environmental Laws; (B) any and all written communications with respect to review Environmental Claims or any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared Material required to be reported to any federal, state or local governmental or regulatory agency; (C) any remedial action taken by Borrower or for such Credit Party and any other person in response to conduct its own investigation (1) any Hazardous Material on, under or about any Facility, the existence of which is reasonably likely to give rise to an Environmental Claim, or (2) any Environmental Claim; (D) Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto the Facilities currently owned, leased, operated or used by 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 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 that could cause such Facility or any part thereof to cause any damage or loss be subject to any property at such Facility. Each Credit Party restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; and Administrative Agent hereby acknowledge and agree that (E) any report of request for information 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 any, created by the Loan Documents. Administrative Agent agrees to deliver a copy of any such report to such Credit Party with the understanding governmental agency indicating that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses agency has initiated an investigation as to whether Borrower may be potentially responsible for a Release or liabilities relating to such Credit Party’s use threatened Release of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and Hazardous Materials.
(iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.
C. Each Credit Party shall, at 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 Bank may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7Paragraph.
(iv) Promptly take any and all remedial action reasonably deemed necessary by Borrower in connection with the presence, storage, use, disposal, transportation, Release or threatened Release of any Hazardous Materials on, under or about any Facility in order to comply with all applicable Environmental Laws and Governmental Authorizations where the failure to take such action could have a Material Adverse Effect. In the event Borrower undertakes any remedial action with respect to any Hazardous Material on, under or about any Facility, Borrower shall conduct and complete such remedial action in compliance with all applicable Environmental Laws.
Appears in 1 contract
Samples: Loan Agreement (Boss Holdings Inc)
Environmental Disclosure and Inspection. A. Each Credit Party (a) Borrower 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 any Real Estate Investment, and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws in each case where except to the extent that failure to do so comply could not reasonably be expected to result in have a Material Adverse Effect.
B. 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 (b) Borrower shall promptly advise Lenders in writing and in its reasonable discretiondetail of (i) any remedial action taken by Borrower or any other Person in response to (A) any Hazardous Materials on, retain under, or about any Real Estate Investment, the existence of which has a reasonable possibility of resulting in an independent professional consultant to review Environmental Claim having a Material Adverse Effect, or (B) any report relating to compliance with Environmental Laws or Claim that could have a Material Adverse Effect, and (ii) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Company may be potentially responsible for a Release of Hazardous Materials prepared by or for such Credit Party and to conduct its own investigation Materials.
(c) Borrower shall promptly notify Lenders of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto the Facilities currently owned, leased, operated or used by 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 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify any proposed acquisition of Stock, assets, or property by any Company that could reasonably be expected to expose any Company 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 any Company, and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes proposed action to be taken by any representation Company to commence manufacturing, industrial, or warranty with respect other operations (other than the construction or renovation of Real Estate Investments in the ordinary course of business) that could reasonably be expected to such reportsubject any Company to additional Legal Requirements, and including, without limitation, Legal Requirements requiring additional environmental Governmental Authorizations. AMENDED AND RESTATED CREDIT AGREEMENT 51
(iiid) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.
C. Each Credit Party Borrower 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 6.7SECTION 5.7.
Appears in 1 contract
Samples: Credit Agreement (Trammell Crow Co)
Environmental Disclosure and Inspection. A. Each Credit Party shall, and The Corporation shall cause each of its Subsidiaries to, exercise all reasonable due diligence di ligence in order to comply and cause all Persons on or occupying the Facilities to comply with all Environmental Laws in each case where the failure to do so could reasonably be expected to result in a Material Adverse EffectLaws.
B. Each Credit Party agrees that Administrative Agent The Office 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 retain, at the Corporation’s expense, an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials Material prepared by or for such Credit Party the Corp oration and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiariesthe Facilities. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party The Corporation hereby grants to Administrative Agent and the Office, its agents, employees, consultants and contractors the right right, upon reasonable notice and during reasonable hours, to enter into or onto the Facilities currently owned, leased, operated or used by 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 and / or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.
C. Each Credit Party shall, at its own expense, provide copies The Corporation shall promptly advise the Office and the Trustee in writing and in reasonable detail of
1. any Release 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 any Hazardous Material required to be reported to any matters disclosed pursuant federal, state or local governmental or regulatory agency under any applicable Environmental Laws,
2. any and all written communications wi th respect to Environmental Claims or any Release of Hazardous Material required to be reported to any federal, state or local governmental or regulatory agency,
3. any remedial action taken by the Corporation or to the Corporation’s knowledge, by any other person in response to
a. any Hazardous Material on, under or about any Facilities, the existence of which could result in an Environmenta l Claim having a material adverse effect upon the business, operations, properti es, assets, or condition (financial or otherwise) of the Corporation, or
b. any Environmental Claim that could have a material adverse effect upon the business, operations, properti es, assets, or condition (financial or otherwise) of the Corporation,
4. The Corporation’s discov ery of any occurrence or condition on any real property adjoining or in the vicinity of the Facilities that could cause the Facilities or any part thereof to be classified as “border-zone property” or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and
5. any request for information from any governmental agency that indicates such agency is investigating whether the Corpor ation may be potentially responsible for a Release of Hazardous Materials.
D. The Corporation shall promptly notify the Office and Trustee of any proposed acquisition of stock, assets, or property by the Co rporation, that could reasonably be expected to expose the Corporation to, or result in, En vironmental Claims that could have a material adverse effect upon the business, operations, properties, assets, or condition (financial or otherwise) of the Corporation, and any proposed action to be taken by the Corporation to commence manufacturing, industrial or other oper ations not in the ordinary course of business as conducted prior to the date of recording of this subsection 6.7Regulatory Agreement that could reasonably be expected to subject the Corporation to addi tional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses.
E. The Corporation shall execute, on the effe ctive date of this Regulatory Agreement and from time to time as requested by the Office , the Authority or the Trustee, Environmental Indemnities in the form attached hereto as Exhibit C.
Appears in 1 contract
Samples: Regulatory Agreement
Environmental Disclosure and Inspection. A. Each Credit Party shall(a) Comply, and shall cause each of its Subsidiaries to, exercise undertake all reasonable due diligence efforts to ensure that all tenants under any lease or occupancy agreement affecting any portion of the Facilities and all other Persons on or occupying such property comply, in order to comply all materials respects with all Environmental Laws, PROVIDED that upon learning of any material noncompliance with Environmental Laws in each case where by the failure Borrower or any of its Subsidiaries, the Borrower shall promptly undertake all reasonable efforts to do so could reasonably be expected to result in a Material Adverse Effectremedy such non-compliance.
B. Each Credit Party agrees (b) Agree that Administrative the Agent may, after the occurrence and during the continuation of an Event of Default or Potential Event of Defaultis entitled (but has no obligation), from time to time and (upon the Agent's determination in its reasonable discretiondiscretion that any of the following is advisable), retain upon notice to the Borrower and as often as may reasonably be requested, to retain, at the Borrower's expense, an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party the Borrower and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its SubsidiariesFacility. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party The Borrower hereby grants to Administrative Agent and the Agent, its agents, employees, consultants and contractors the right to enter into or onto on to the Facilities currently owned, leased, operated or used by upon reasonable notice and at such Credit Party or any of its Subsidiaries times during normal business hours and as often as may reasonably be requested to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation The Borrower may receive copies of any Facility reports prepared by independent experts, but the Lenders shall be conducted, unless otherwise agreed have no duty to disclose or discuss any information produced by 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 reviews or investigations with the ongoing operations at Borrower or any such Facility or to cause any damage or loss to any property at such Facility. Each Credit Party of its Subsidiaries.
(c) Promptly advise the Lenders in writing and Administrative Agent hereby acknowledge and agree that any report in reasonable detail 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costsRelease of any Hazardous Material (of which the Borrower is aware) required to be reported to any federal, losses state or liabilities relating to such Credit Party’s use of local governmental or reliance on such reportregulatory agency under any applicable Environmental Laws, (ii) neither Administrative Agent nor any Lender makes any representation or warranty and all written communications with respect to Environmental Claims or any Release of Hazardous Material required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by the Borrower or any other Person in response to (a) any Hazardous Material on, under or about any Facility, the existence of which could reasonably be expected to result in an Environmental Claim having a Material Adverse Effect or (b) any Environmental Claim that could reasonably be expected to have a Material Adverse Effect, (iv) the Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such reportFacility or any part thereof to be classified as a "border-zone property" or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that could reasonably be expected to have a Material Adverse Effect, and (iiiv) any request for information from any governmental agency that indicates such agency is investigating whether the Borrower or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials.
(d) Promptly notify the Lenders of any proposed acquisition or disposition of stock, assets, or property by delivering such report to such Credit any Loan Party, neither Administrative Agent nor that could reasonably be expected to expose the Borrower or any Lender is requiring of its Subsidiaries to, or recommending the implementation result in, Environmental Claims that could have a Material Adverse Effect and of any suggestions proposed action to be taken by the Borrower or recommendations contained in such reportany of its Subsidiaries to commence or cease manufacturing, industrial or other operations that could reasonably be expected to subject the Borrower or any of its Subsidiaries to additional laws, rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses.
C. Each Credit Party shall, at its (e) At their 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 the Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7subsection.
Appears in 1 contract
Environmental Disclosure and Inspection. A. Each Credit Party shallCompany will, and shall will 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 Laws in each case where the failure to do so could reasonably be expected to result in a Material Adverse EffectLaws.
B. Each Credit Party Company agrees that Administrative Agent 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 discretiondiscretion taking into account the potential risk to Company and Lenders, retain retain, at Company's expense, an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party Company and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party Company or any of its Subsidiaries, and each Credit Party Company agrees to use its best efforts to obtain permission for Administrative Agent’s Lenders' professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party Company or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party Company hereby grants to Administrative Agent Lenders and its their agents, employees, consultants and contractors the right to enter into into
C. Company will promptly advise Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state or onto local 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 Facilities currently ownedexistence of which has a reasonable possibility of resulting in an Environmental Claim having a Material Adverse Effect, leasedor (y) any Environmental Claim that could have a Material Adverse Effect, operated (iv) Company's discovery of any occurrence or used 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 will promptly notify Lenders of (i) any proposed acquisition of stock, partnership interests, assets, or property by such Credit Party 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 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 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.commence manufacturing,
C. Each Credit Party shallE. Company will, 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 Lenders may reasonably request and that are reasonably available to Company in relation to any matters disclosed pursuant to this subsection 6.75.7.
Appears in 1 contract
Environmental Disclosure and Inspection. A. Each Credit Party shall, and shall cause each of its Subsidiaries to, exercise all reasonable (1) Exercise due diligence in order to comply with all Environmental Laws and promptly take any and all necessary remedial action in each case where connection with the failure presence, storage, use, disposal, transportation, Release or threatened Release of any Hazardous Materials on, under or about any Facility in order to do so comply with all applicable Environmental Laws and Governmental Authorizations.
(2) Promptly advise Bank in writing and in reasonable detail of (A) any Release of any Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (B) any and all written communications with respect to Environmental Claims or any Release of Hazardous Material required to be reported to any federal, state or local governmental or regulatory agency, (C) any remedial action taken by Borrower or any other Person in response to (1) any Hazardous Material on, under or about any Facility, the existence of which is reasonably likely to give rise to an Environmental Claim, or (2) any Environmental Claim that could have a material adverse effect on Borrower, (D) Borrower's or any Subsidiary'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 indicating that such agency has initiated an investigation as to whether Borrower or any Subsidiary may be potentially responsible for a Release or threatened Release of Hazardous Materials.
(3) Promptly notify Bank of (A) any acquisition of stock, assets, or property by Borrower or any Subsidiary that reasonably could be expected to result in a Material Adverse Effect.
B. 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 an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party expose Borrower or any of its SubsidiariesSubsidiary to, and each Credit Party agrees or result in, Environmental Claims that could have a material adverse effect or that could be expected to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of have a material adverse effect on any Facility previously owned, leased, operated or used Governmental Authorization then held by such Credit Party Borrower or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto the Facilities currently owned, leased, operated or used by 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 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such reportSubsidiary, and (iiiB) any proposed action outside of the normal course of business to be taken by delivering such report Borrower or any Affiliate to such Credit Partycommence industrial or other operations that could subject Borrower or any Subsidiary to additional laws, neither Administrative Agent nor any Lender is rules or regulations, including, without limitation, laws, rules and regulations requiring additional environmental permits or recommending the implementation of any suggestions or recommendations contained in such reportlicenses.
C. 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
Environmental Disclosure and Inspection. A. Each Credit Party shall, and shall cause each of its Subsidiaries to, exercise all (a) Exercise reasonable due diligence in order to comply and cause all tenants under any leases or occupancy agreements with the Borrower or any of its Restricted Subsidiaries and all other Persons on or occupying such property, to comply with all Environmental Laws except where such failure could not reasonably be expected to have a Material Adverse Effect.
(b) Except for the disclosure of matters as to which a legal privilege is asserted in each good faith by the Borrower or any of its Subsidiaries, promptly advise the Administrative Agent in writing and in reasonable detail of (i) any Release of any Hazardous Materials which is material and required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that would reasonably be expected to result in a Material Adverse Effect or with respect to any Release of Hazardous Materials which is material in nature and is required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by the Borrower or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the existence of which would reasonably be expected to result in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that would reasonably be expected to result in a Material Adverse Effect, (iv) the Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that has caused such Facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that could reasonably be expected to result in a Material Adverse Effect, and (v) any notice from a governmental agency stating that the Borrower or any of its Restricted Subsidiaries has been named as a potentially responsible party under applicable Environmental Laws or any other request for information from any governmental agency that indicates such agency is investigating whether the Borrower or any of its Restricted Subsidiaries may be potentially responsible for a Release of Hazardous Materials in either case where the failure to do so that could reasonably be expected to result in a Material Adverse Effect.
B. 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 an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto the Facilities currently owned, leased, operated or used by 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 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (ic) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.
C. Each Credit Party shall, at its own expense, provide 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 6.7SECTION 6.13.
Appears in 1 contract
Environmental Disclosure and Inspection. Remedial Action Regarding ------------------------------------------------------------------ Hazardous Materials. -------------------
A. Each Credit Party Company shall, and shall cause each of its Subsidiaries to, exercise all reasonable due diligence in order to comply with all Environmental Laws in each case where the failure to do so could reasonably be expected to result in a Material Adverse Effect.
B. Each Credit Party agrees that Administrative Agent mayand cause (i) their respective employees, 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 an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants contractors and contractors the right to enter into subcontractors and (ii) all other Persons on or onto the Facilities currently owned, leased, operated or used occupying any real property owned by such Credit Party Company or any of its Subsidiaries or with respect to perform such tests on such property as are reasonably necessary which Company or any of its Subsidiaries is lessor to conduct such a review and/or investigation. Any such investigation comply with all Environmental Laws.
B. Company shall promptly advise Administrative Agent and Lenders in writing and in reasonable detail of any Facility shall of the following which, individually or in the aggregate, has a reasonable possibility of giving rise to a Material Adverse Effect (i) any Release of any Hazardous Materials made by Company or any of its Subsidiaries required to be conductedreported to any federal, unless otherwise agreed state or local governmental or regulatory agency under any applicable Environmental Laws, (ii) any Release of any Hazardous Materials made by a Person other than Company or any of Company's Subsidiaries required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws to the extent Company or any of its Subsidiaries has received written notice of such Release, (iii) any and all written communications of the Company or any of its Subsidiaries with respect to any Environmental Claims or with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency, (iv) any and all written communications of any Person other than the Company or any of its Subsidiaries with respect to any Environmental Claims or 91 with respect to any Release of Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency to the extent Company or any of its Subsidiaries has received written notice of such communications, (v) any remedial action taken by such Credit Party and Administrative Agent, upon reasonable advance notice and during normal business hours andCompany or, to the extent reasonably practicableCompany or any of its Subsidiaries has received written notice, shall be conducted so as not any other Person in response to interfere with (x) any Hazardous Materials on, under or about any Facility, the ongoing operations at existence of which has a reasonable possibility of resulting in an Environmental Claim, or (y) any Environmental Claim, (vi) the discovery by Company or any of its Subsidiaries of any occurrence or condition on any real property adjoining or in the vicinity of any Facility which is owned by Company or any of its Subsidiaries that could cause such Facility or any part thereof to cause any damage or loss be subject to any property at such Facility. Each Credit Party and Administrative Agent hereby acknowledge and agree that restrictions on the ownership, occupancy, transferability or use thereof under any report Environmental Laws, (vii) to the extent Company or any of its Subsidiaries has received written notice of any investigation conducted at occurrence or condition on any real property adjoining or in 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 vicinity of any Facility which is leased by Company or any of it Subsidiaries that could cause such report Facility or any part thereof to such Credit Party with be subject to any restrictions on the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from ownership, occupancy, transferability or use thereof under any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such reportEnvironmental Laws, and (iiiviii) by delivering any request for information from any governmental agency that suggests such report to such Credit Party, neither Administrative Agent nor agency is investigating whether Company or any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such reportits Subsidiaries may be potentially responsible for a Release of Hazardous Materials.
C. 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 (Digitas Inc)
Environmental Disclosure and Inspection. A. Each Credit Party shall, and shall cause each of its Subsidiaries to, exercise all reasonable (i) Exercise due diligence in order to comply with all Environmental Laws in each case where the failure to do so could reasonably be expected to result in a Material Adverse EffectLaws.
B. 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(ii) Permit Agent, from time to time and in its reasonable their sole and absolute discretion, retain to retain, at the Lenders' expense, an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party any Borrower and at reasonable times and subject to reasonable conditions to conduct its their own investigation at the Lenders' expense of any Facility currently owned, leased, operated or used by such Credit Party Borrowers or any of its SubsidiariesSubsidiary, and each Credit Party Borrower agrees to use its respective best efforts to obtain permission for Administrative Agent’s the Lenders' professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party Borrowers or any of its SubsidiariesSubsidiary. Each Credit Party agrees Borrowers hereby grant to pay all reasonable feesAgent, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants consultants, and contractors the right to enter into or onto on to, at reasonable times, the Facilities currently owned, leased, operated or used by such Credit Party Borrowers or any of its Subsidiaries Subsidiary to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation .
(iii) Promptly advise Agent in writing and in reasonable detail upon obtaining knowledge of any Facility shall be conducted, unless otherwise agreed to by 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costsRelease of any Hazardous Materials required to be reported to any federal, losses state or liabilities relating to such Credit Party’s use of local governmental or reliance on such reportregulatory agency under any applicable Environmental Laws, (ii) neither Administrative Agent nor any Lender makes any representation or warranty and all written communications with respect to Environmental Claims or any Release of Hazardous Material required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Borrowers or any other person in response to (1) any Hazardous Material on, under or about any Facility, the existence of which is reasonably likely to give rise to an Environmental Claim, or (2) any Environmental Claim that could have a material adverse effect on Borrowers or any Subsidiary, (iv) any Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such reportFacility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use there of under any Environmental Laws, and (iiiv) by delivering any request for information from any governmental agency indicating that such report agency has initiated an investigation as to such Credit Party, neither Administrative Agent nor whether Borrower or any Lender is requiring Subsidiary may be potentially responsible for a Release or recommending the implementation threatened Release of any suggestions or recommendations contained in such reportHazardous Materials.
C. Each Credit Party shall(iv) Promptly notify Agent of (i) any acquisition of stock, at assets, or property by any Borrower or any Subsidiary that reasonably could be expected to expose such Borrower to, or result in, Environmental Claims that could have a material adverse effect or that could be expected to have a material adverse effect on any Governmental Authorization then held by any Borrower or any Subsidiary, and (ii) any proposed action outside of the normal course of business to be taken by any Borrower or any Subsidiary to commence industrial or other operations that could subject any Borrower or such Subsidiary to additional laws, rules or regulation, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses.
(v) 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 6.7Paragraph 8.2(f). ----------------
(vi) Promptly take any and all 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 Facility in order to comply with all applicable Environmental Laws and Governmental Authorizations. In the event any Borrower or any Subsidiary undertakes any remedial action with respect to any Hazardous Material on, under or about any Facility, such Borrower or such Subsidiary shall conduct and complete such remedial action in compliance with all applicable Environmental Laws and in accordance with the policies, orders and directives of all federal, state and local governmental authorities.
Appears in 1 contract
Environmental Disclosure and Inspection. A. Each Credit Party 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 property, to comply with all Environmental Laws Laws, except in each case where the failure to do so could would not reasonably be expected to have a Material Adverse Effect.
B. Except for the disclosure of matters as to which a legal privilege is asserted in good faith by Company or any of its Subsidiaries, Company shall promptly advise Lenders in writing and in reasonable detail of (i) any material Release of any Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that would reasonably be expected to result in a Material Adverse Effect or with respect to any Release of Hazardous Materials which is material in nature and is 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 would reasonably be expected to result in an Environmental Claim having a Material Adverse Effect.
B. Each Credit Party agrees , or (y) any Environmental Claim that Administrative Agent maywould reasonably be expected to result in a Material Adverse 84 Effect, after (iv) Company's discovery of any occurrence or condition on any real property adjoining or in the occurrence and during vicinity of any Facility that is reasonably likely to cause such Facility or any part thereof to be subject to any restrictions on the continuation of an Event of Default ownership, occupancy, transferability or Potential Event of Default, from time to time and in its reasonable discretion, retain an independent professional consultant to review use thereof under any report relating to compliance with Environmental Laws and which would reasonably be expected to have a Material Adverse Effect, and (v) any request for information from any governmental agency that indicates such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials prepared by or for such Credit Party and that would reasonably be expected to conduct its own investigation have a Material Adverse Effect.
C. Company shall promptly notify Lenders of any Facility currently ownedproposed acquisition of stock, leasedassets, operated or used property by such Credit Party Company or any of its Subsidiaries that would reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that would reasonably be expected to result in a Material Adverse Effect or that would reasonably be expected to have a material adverse effect on any material Governmental Authorization then held by Company or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto the Facilities currently owned, leased, operated or used by 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 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.
C. Each Credit Party D. Company 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 6.75.8.
Appears in 1 contract
Environmental Disclosure and Inspection. A. Each Credit Party (i) Holdings shall, and shall cause each of its Subsidiaries to, exercise all reasonable due diligence in order and their Facilities to comply and shall use its reasonable efforts to cause (a) their respective employees, agents, contractors and subcontractors, (b) all tenants under any lease or occupancy agreement affecting any portion of the Facilities and (c) all other Persons on or occupying such property, to comply in all material respects with all Environmental Laws Laws.
(ii) Holdings and Borrower shall promptly advise Agent and Lenders in each case where writing and in reasonable detail of (a) any Release of any Hazardous Material required to be report- ed to any federal, state or local governmental or regulatory agency under all applicable Environmental Laws, (b) any and all written communications with respect to Environmental Claims or any Release of Hazardous Material required to be reported to any federal, state or local governmental or regulatory agency, (c) any remedial action taken by Holdings, Borrower or, to the failure extent Holdings or any of its Subsidiaries has any such knowledge, any other Person in response to do so (1) any Hazardous Material on, under or about any Facility, the existence of which could reasonably be expected to result in a Material Adverse Effect or (2) any Environmental Claim that could reasonably be expected to result in a Material Adverse Effect.
B. 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 an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party (d) Holdings's or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation ' discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility previously owned, leased, operated or used by that could cause such Credit Party Facility or any part thereof to be classified as "border-zone property" or to be otherwise subject to any material restrictions on the owner- ship, occupancy, transferability or use thereof under any Environmental Laws, and (e) any request for information from any governmental agency that indicates such agency is investigating whether Holdings or its Subsidiaries may be potentially responsible for a Release of Hazardous Materials.
(iii) Holdings and Borrower shall promptly notify Agent and Lenders of any proposed acquisition of stock, assets, or property by Holdings or its Subsidiaries. Each Credit Party agrees , that could reasonably be expected to pay all reasonable feesexpose Holdings or its Subsidiaries to, costs or result in, Environmental Claims that could reasonably be expected to result in a Material Adverse Effect and expenses incurred any proposed action to be taken by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants Holdings or its Subsidiaries to Administrative commence operations that could reason- ably be expected to subject Holdings or its Subsidiaries to additional laws, rules or regulations related to Hazardous Materials or environmental matters covered by Environmental Laws, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses.
(iv) Holdings and Borrower shall, at their own expense, provide copies to Agent and its agents, employees, consultants and contractors the right Lenders of such documents or information to enter into or onto the Facilities currently owned, leased, operated or used by such Credit Party which Holdings or any of its Subsidiaries to perform such tests on such property has access 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 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 Agent or to cause any damage or loss to any property at such Facility. 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 Requisite 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.
C. 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 6.75.8.
Appears in 1 contract
Environmental Disclosure and Inspection. A. Each Credit Party shall(A) Except as disclosed in writing to Lenders and Eurocurrency Lenders prior to the Closing Date, Holding shall comply, and shall cause each of its Company and the Material Subsidiaries toand their Facilities to comply, exercise and cause (a) their respective employees, agents, contractors and subcontractors and (b) all reasonable due diligence in order tenants under any lease or occupancy agreement affecting any portion of the Facilities to comply with all applicable Environmental Laws in all material respects. With respect to any matters described in the environmental reports provided to Lenders under clause (ii) of subsection 3.1(P), Holding shall cause each case where of its Subsidiaries to use all commercially reasonable efforts to comply in all material respects with all Environmental Laws applicable to such matters in a timely manner following the failure Closing Date. If requested by Requisite Lenders, Holding shall provide Lenders a current supplemental report with respect to do so the properties and businesses described in the environmental audit report referred to in clause (i) of subsection 3.1(P).
(B) Except as to matters disclosed in writing to Lenders and Eurocurrency Lenders prior to the Closing Date, Company shall promptly advise Lenders and Eurocurrency Lenders in writing and in reasonable detail of (a) any material Release of any Hazardous Material required to be reported to any federal, state or local governmental or regulatory agency, domestic or foreign, under all applicable Environmental Laws, (b) any remedial action taken by Holding, Company or, to the extent Holding or any of its Subsidiaries has any such knowledge, any such Person or Material Subsidiary in response to (1) any Hazardous Material on, under or about any Facility, the existence of which would reasonably be expected to result in an Environmental Claim having a material adverse effect on the business or financial condition of Holding and its Subsidiaries, taken as a whole or (2) any Environmental Claim that would reasonably be expected to have a material adverse effect on the business or financial condition of Holding and its Subsidiaries taken as a whole, and (c) any request for information from any governmental agency, domestic or foreign, that indicates such agency is investigating whether Holding, Company or any Material Subsidiary may be potentially responsible for a material Release of Hazardous Materials.
(C) Company shall promptly notify Lenders and Eurocurrency Lenders of any proposed acquisition of stock, assets, or property by Holding, Company or any Material Subsidiary, that could reasonably be expected to result in Environmental Claims having a Material Adverse Effect.
B. Each Credit Party agrees that Administrative Agent may, after material adverse effect on the occurrence business or financial condition of Holding and during the continuation of an Event of Default or Potential Event of Default, from time to time and in its reasonable discretion, 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 such Credit Party and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto the Facilities currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries to perform such tests on such property taken 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 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such reportwhole.
C. Each Credit Party (D) Company shall, at its own expense, provide copies to Agent of such non-privileged documents or information in such Credit Party’s possession to which Holding, Company or obtainable at a reasonable cost any Material Subsidiaries has access as Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this subsection 6.75.8.
(E) Company shall promptly notify Lenders and Eurocurrency Lenders of any material change in the validity or enforceability or any termination or notice of termination of the indemnity obligations of Xxxxxx Xxxxxxxxxxx owed to the Company pursuant to the Unisys Acquisition Agreement.
Appears in 1 contract
Environmental Disclosure and Inspection. A. Each Credit Party 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 lease or occupancy agreement affecting any portion of the Facilities and (ii) all other Persons on or occupying such property, to comply with all Environmental Laws in each case where the failure to do so Laws, noncompliance with which could reasonably be expected to result in have a Material Adverse Effect.
B. Each Credit Party Company 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 if in its the reasonable discretionjudgment of Agent it is advisable to do so, retain retain, at Company s expense, 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 disclosing an event or occurrence that could result in liability that could have a Material Adverse Effect, and, if advisable in light of the results of such Credit Party and review, to conduct its own investigation of any Facility; provided that with respect to any Facility currently owned, leased, no longer owned or operated or used by such Credit Party Company or any of its Subsidiaries, and each Credit Party agrees to Company shall use its best efforts to obtain permission from the owner or operator thereof for Administrative Agent’s professional consultant Agent to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiarieshave access thereto. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party Company hereby grants to Administrative Agent and Agent, its agents, employees, consultants and contractors the right to enter into or onto the Facilities currently owned, leased, operated or used by 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 Lenders shall have no duty to disclose or discuss any Facility shall be conducted, unless otherwise agreed to information produced by such Credit Party reviews or investigations with Company or any of its Subsidiaries.
C. Company shall promptly advise Lenders in writing and Administrative Agent, upon in 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. Each Credit Party and Administrative Agent hereby acknowledge and agree that any report detail 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costsRelease of any Hazardous Material required to be reported to any federal, losses state or liabilities relating to such Credit Party’s use of local governmental or reliance on such reportregulatory agency under any applicable Environmental Laws, (ii) neither Administrative Agent nor any Lender makes any representation or warranty and all written communications with respect to such reportEnviron- mental Claims or any Release of Hazardous Material 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 (a) any Hazardous Material on or under any Facility, the existence of which could result in an Environmental Claim having a Material Adverse Effect or (b) any Environmental Claim that could have a Material Adverse Effect, and (iiiiv) by delivering any request for information from any governmental agency that indicates such report to such Credit Party, neither Administrative Agent nor agency is investigating whether Company or any Lender is requiring or recommending the implementation of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials.
D. Company shall promptly notify Lenders of any suggestions proposed acquisition of stock, assets or recommendations contained in such reportproperty 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.
C. Each Credit Party E. Company shall, at its is 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 6.75.8.
Appears in 1 contract
Samples: Credit Agreement (Danaher Corp /De/)
Environmental Disclosure and Inspection. A. Each Credit Party shall, and shall cause each of its Subsidiaries to, exercise all reasonable due diligence in order to comply with all Environmental Laws in each case where the failure to do so could reasonably be expected to result in a Material Adverse Effect.
B. 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 an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s 's professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and costs, expenses incurred by Administrative Agent’s 's professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto on to the Facilities currently owned, leased, operated or used by 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 such Credit Party and Administrative Agent, upon reasonable advance 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s 's use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.
C. Each Credit Party shall, at its own expense, provide copies of such non-privileged documents or information in such Credit Party’s '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
Environmental Disclosure and Inspection. A. Each Credit Party shall, and shall cause each of its Subsidiaries to, exercise all reasonable (i) Exercise due diligence in order to comply with all Environmental Laws in each case where the failure to do so could reasonably be expected to result in a Material Adverse EffectLaws.
B. 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(ii) Permit Bank, from time to time and in its reasonable their sole and absolute discretion, retain to retain, at Bank's expense, an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party any Borrower and at reasonable times and subject to reasonable conditions to conduct its their own investigation at Bank's expense of any Facility currently owned, leased, operated or used by such Credit Party Borrowers or any of its SubsidiariesSubsidiary, and each Credit Party Borrower agrees to use its respective best efforts to obtain permission for Administrative Agent’s Bank's professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party Borrowers or any of its SubsidiariesSubsidiary. Each Credit Party agrees Borrowers hereby grant to pay all reasonable feesBank, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants consultants, and contractors the right to enter into or onto on to, at reasonable times, the Facilities currently owned, leased, operated or used by such Credit Party Borrowers or any of its Subsidiaries Subsidiary to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation .
(iii) Promptly advise Bank in writing and in reasonable detail upon obtaining knowledge of any Facility shall be conducted, unless otherwise agreed to by 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costsRelease of any Hazardous Materials required to be reported to any federal, losses state or liabilities relating to such Credit Party’s use of local governmental or reliance on such reportregulatory agency under any applicable Environmental Laws, (ii) neither Administrative Agent nor any Lender makes any representation or warranty and all written communications with respect to Environmental Claims or any Release of Hazardous Material required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by Borrowers or any other person in response to (1) any Hazardous Material on, under or about any Facility, the existence of which is reasonably likely to give rise to an Environmental Claim, or (2) any Environmental Claim that could have a material adverse effect on Borrowers or any Subsidiary, (iv) any Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such reportFacility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use there of under any Environmental Laws, and (iiiv) by delivering any request for information from any governmental agency indicating that such report agency has initiated an investigation as to such Credit Party, neither Administrative Agent nor whether Borrower or any Lender is requiring Subsidiary may be potentially responsible for a Release or recommending the implementation threatened Release of any suggestions or recommendations contained in such reportHazardous Materials.
C. Each Credit Party shall(iv) Promptly notify Bank of (i) any acquisition of stock, at assets, or property by any Borrower or any Subsidiary that reasonably could be expected to expose such Borrower to, or result in, Environmental Claims that could have a material adverse effect or that could be expected to have a material adverse effect on any Governmental Authorization then held by any Borrower or any Subsidiary, and (ii) any proposed action outside of the normal course of business to be taken by any Borrower or any Subsidiary to commence industrial or other operations that could subject any Borrower or such Subsidiary to additional laws, rules or regulation, including, without limitation, laws, rules and regulations requiring additional environmental permits or licenses.
(v) 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 Bank may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7Paragraph 8.2(f).
(vi) Promptly take any and all 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 Facility in order to comply with all applicable Environmental Laws and Governmental Authorizations. In the event any Borrower or any Subsidiary undertakes any remedial action with respect to any Hazardous Material on, under or about any Facility, such Borrower or such Subsidiary shall conduct and complete such remedial action in compliance with all applicable Environmental Laws and in accordance with the policies, orders and directives of all federal, state and local governmental authorities.
Appears in 1 contract
Environmental Disclosure and Inspection. A. Each Credit Party shall(a) Comply, and shall cause each of its Subsidiaries to, exercise undertake all reasonable due diligence efforts to ensure that all tenants under any lease or occupancy agreement affecting any portion of the Facilities and all other Persons on or occupying such property comply, in order to comply all materials respects with all Environmental Laws, PROVIDED that upon learning of any material noncompliance with Environmental Laws in each case where by the failure Borrower or any of its Subsidiaries, the Borrower shall promptly undertake all reasonable efforts to do so could reasonably be expected to result in a Material Adverse Effectremedy such non-compliance.
B. Each Credit Party agrees (b) Agree that Administrative the Agent may, after the occurrence and during the continuation of an Event of Default or Potential Event of Defaultis entitled (but has no obligation), from time to time and (upon the Agent's determination in its reasonable discretiondiscretion that any of the following is advisable), retain upon notice to the Borrower and as often as may reasonably be requested, to retain, at the Borrower's expense, an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party the Borrower and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its SubsidiariesFacility. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party The Borrower hereby grants to Administrative Agent and the Agent, its agents, employees, consultants and contractors the right to enter into or onto on to the Facilities currently owned, leased, operated or used by upon reasonable notice and at such Credit Party or any of its Subsidiaries times during normal business hours and as often as may reasonably be requested to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation The Borrower may receive copies of any Facility reports prepared by independent experts, but the Lenders shall be conducted, unless otherwise agreed have no duty to disclose or discuss any information produced by 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 reviews or investigations with the ongoing operations at Borrower or any such Facility or to cause any damage or loss to any property at such Facility. Each Credit Party of its Subsidiaries.
(c) Promptly advise the Lenders in writing and Administrative Agent hereby acknowledge and agree that any report in reasonable detail 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costsRelease of any Hazardous Material (of which the Borrower is aware) required to be reported to any federal, losses state or liabilities relating to such Credit Party’s use of local governmental or reliance on such reportregulatory agency under any applicable Environmental Laws, (ii) neither Administrative Agent nor any Lender makes any representation or warranty and all written communications with respect to Environmental Claims or any Release of Hazardous Material required to be reported to any federal, state or local governmental or regulatory agency, (iii) any remedial action taken by the Borrower or any other Person in response to (a) any Hazardous Material on, under or about any Facility, the existence of which could reasonably be expected to result in an Environmental Claim having a Material Adverse Effect or (b) any Environmental Claim that could reasonably be expected to have a Material Adverse Effect, (iv) the Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such reportFacility or any part thereof to be classified as a "border-zone property" or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that could reasonably be expected to have a Material Adverse Effect, and (iiiv) by delivering any request for information from any governmental agency that indicates such report to such Credit Party, neither Administrative Agent nor agency is investigating whether the Borrower or any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such reportits Subsidiaries may be potentially responsible for a Release of Hazardous Materials.
C. 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
Environmental Disclosure and Inspection. A. 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 Laws in each case where the failure to do so could reasonably be expected to result in a Material Adverse EffectLaws.
B. 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 sole and absolute discretion, 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 such Credit Party and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s 's professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and costs, expenses incurred by Administrative Agent’s 's professional consultant hereunderhereunder (i) after the occurrence and during the continuation of an Event of Default or Potential Event of Default, (ii) in connection with Agent and Lender's exercise of its remedies hereunder or under any of the other Loan Documents, or (iii) in the event that Agent in its reasonable discretion determines that there exists a material risk of an Environmental Claim which could result in a Material Adverse Effect. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto on to the Facilities currently owned, leased, operated or used by 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 such Credit Party and Administrative Agent, upon reasonable advance 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s 's use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.
C. Each Credit Party shall promptly advise Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state or local 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 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) such 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 such Credit Party or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials.
D. Each Credit Party shall promptly notify Lenders of (i) any proposed acquisition of stock, assets, or property by such Credit Party or any of its Subsidiaries that could reasonably be expected to expose 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 such Credit Party or any of its Subsidiaries and (ii) any proposed action to be taken by such Credit Party or any of its Subsidiaries to commence manufacturing, industrial or other operations that could reasonably be expected to subject 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. Each Credit Party shall, at its own expense, provide copies of such non-privileged documents or information in such Credit Party’s '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
Environmental Disclosure and Inspection. A. Each Credit Party 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 property, to comply with all Environmental Laws.
B. Except for the disclosure of matters as to which a legal privilege is asserted in good faith by Company or any of its Subsidiaries, Company shall promptly advise Lenders in writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (ii) any and all written communications with respect to any Environmental Claims that would reasonably be expected to result in a Material Adverse Effect or with respect to any Release of Hazardous Materials which is material in nature and is 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 would reasonably be expected to result in an Environmental Claim having a Material Adverse Effect, or (y) any Environmental Claim that would reasonably be expected to result in 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 has caused 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 notice from a governmental agency stating that Company or any of its Subsidiaries has been named as a potentially responsible party under applicable Environmental Laws in each case where the failure to do so or any other request for information from any governmental 83 91 agency that indicates such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for a Release of Hazardous Materials that could reasonably be expected to result in a Material Adverse Effect.
B. 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 an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared by or for such Credit Party and to conduct its own investigation C. Company shall promptly notify Lenders of any Facility currently ownedproposed acquisition of stock, leasedassets, operated or used property by such Credit Party Company or any of its Subsidiaries that would reasonably be expected to expose Company or any of its Subsidiaries to, or result in, Environmental Claims that would reasonably be expected to result in a Material Adverse Effect or that would reasonably be expected to have a material adverse effect on any Governmental Authorization then held by Company or any of its Subsidiaries, and each Credit Party agrees to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto the Facilities currently owned, leased, operated or used by 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 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.
C. Each Credit Party D. Company 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 6.75.7.
Appears in 1 contract
Samples: Credit Agreement (Libbey Inc)
Environmental Disclosure and Inspection. A. Each Credit Party (a) Borrower shall, and shall cause each of its Subsidiaries to, (i) exercise all reasonable due diligence in order to comply with all material Environmental Laws applicable to them and (ii) use all reasonable efforts to cause all tenants under any leases or occupancy agreements affecting any portion of the Facilities.
(b) Borrower shall promptly advise Lender in each case where writing and in reasonable detail of (i) any Release of any Hazardous Materials required to be reported to any Governmental Body 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 Governmental Body, and (iii) any remedial action taken by Borrower or any other Person in response to (x) any Hazardous Materials on, under or about any Facility, the failure to do so 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 reasonably be expected to result in have a Material Adverse Effect.
B. Each Credit Party agrees that Administrative Agent may(c) Borrower shall promptly notify Lender of (i) any proposed acquisition of stock, after the occurrence and during the continuation of an Event of Default assets, or Potential Event of Default, from time to time and in its reasonable discretion, retain an independent professional consultant to review any report relating to compliance with Environmental Laws or a Release of Hazardous Materials prepared property by or for such Credit Party and to conduct its own investigation of any Facility currently owned, leased, operated or used by such Credit Party Borrower or any of its Subsidiaries, Subsidiaries and each Credit Party agrees (ii) any proposed action to use its best efforts to obtain permission for Administrative Agent’s professional consultant to conduct its own investigation of any Facility previously owned, leased, operated or used be taken by such Credit Party or any of its Subsidiaries. Each Credit Party agrees to pay all reasonable fees, costs and expenses incurred by Administrative Agent’s professional consultant hereunder. Each Credit Party hereby grants to Administrative Agent and its agents, employees, consultants and contractors the right to enter into or onto the Facilities currently owned, leased, operated or used by such Credit Party Borrower or any of its Subsidiaries to perform commence manufacturing, industrial or other similar operations other than those operations in which Borrower and its Subsidiaries currently engage that could in either such tests on such property as are case reasonably necessary be expected to conduct such expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have a review and/or investigation. Any such investigation of any Facility shall be conducted, unless otherwise agreed to by 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. 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 such Credit Party with the understanding that such Credit Party acknowledges and agrees that (i) it will indemnify and hold harmless Administrative Agent and each Lender from any costs, losses or liabilities relating to such Credit Party’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation or warranty with respect to such report, and (iii) by delivering such report to such Credit Party, neither Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such reportMaterial Adverse Effect.
C. Each Credit Party (d) Borrower 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 Lender may reasonably request in relation to any matters disclosed pursuant to this subsection 6.7Section 6.8.
Appears in 1 contract