Environmental, Health and Safety Matters. (a) The Company is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Laws. (b) Except as set forth on Section 4.15(b) of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation. (c) The Company has not used, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, or exposed any Person to, any Hazardous Materials or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law. (d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible). (e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum. (f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum. (g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company. (h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Thoratec Corp), Stock Purchase Agreement (Thoratec Corp)
Environmental, Health and Safety Matters. (ai) The Company is andEach Target, during the five (5) years prior to the date hereofsince formation, has beencomplied and is in compliance, with all Environmental, Health, and Safety Requirements.
(ii) Without limiting the generality of the foregoing, each Target has obtained, since formation, has complied, and are in compliance with, in compliance each case in all material respects with all applicable Environmental Lawsrespects, which compliance has included obtaining and complying at all times and in all material respects with all material permits permits, licenses and other authorizations that are required under applicable Environmental Lawspursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business.
(biii) Except as set forth on Section 4.15(b) of the Seller Disclosure Schedule, the Company No Target has not, during the five (5) years prior to the date hereof, received any written notice, Claim report, or report from other information regarding any Governmental Authority actual or third party regarding either (i) any alleged material violation of Environmental Laws by the Company; (ii) Environmental, Health, and Safety Requirements, or any allegation of any actual material liabilities or potential material responsibility liabilities, including any material investigatory, remedial, or Liability of the Company under Environmental Laws; or (iii) corrective obligations, relating to any disposalof them, release or threatened release oftheir business, or exposure totheir past or current facilities arising under Environmental, any Hazardous Materials or Petroleum for which the Company has potential Liability exceptHealth, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company has not usedNo Target, nor, to the Knowledge of Sellers, any of their respective predecessors or Affiliates have treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, or transported, handled, manufactured, distributed, exposed any Person person to, or released any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum such substance so as to give rise to any current or future material Liabilities of the Company or liabilities, including any material investigatoryliability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages, or remedial obligations attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(ev) The Company No Target, nor, to the Knowledge of Sellers, their respective predecessors or Affiliates has designed, manufactured, sold, marketed, installed, repaired, or distributed products or other items containing asbestos and none of such entities is not or will become subject to any Action liabilities with respect to the presence of asbestos in any product or item or in or upon any Governmental Order pursuant to Environmental Law property, premises, or relating to any Hazardous Material or Petroleumfacility.
(fvi) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available Sellers and Targets have delivered to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports reports, and all other material environmental documents materially bearing on environmentalrelating to Targets’, health or safety Liability related to the their predecessors’ or Affiliates’ past or current operationsproperties, properties facilities, or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which operations that are in the possession of Seller or the Company their possession, custody, or under the their reasonable control of Seller or the Companycontrol.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 2 contracts
Samples: Securities Purchase and Exchange Agreement (TerrAscend Corp.), Securities Purchase and Exchange Agreement
Environmental, Health and Safety Matters. Except as set forth in Section 3.15 of the Disclosure Schedule:
(a) The Company is andthe Company, during the five (5) years prior to the date hereof, has been, its Subsidiaries and their respective Affiliates have complied and are in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at Safety Requirements (including without limitation all times permits and in all material respects with all material permits licenses required under applicable Environmental Lawsthereunder).
(b) Except as set forth on Section 4.15(b) of the Seller Disclosure ScheduleCompany, the Company has not, during the five (5) years prior to the date hereof, its Subsidiaries and their respective Affiliates have not received any written or oral notice, Claim report or report from other information regarding any Governmental Authority actual or third party regarding either alleged violation of Environmental and Safety Requirements, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental and Safety Requirements;
(c) none of the following exists at any property or facility owned or operated by the Company or any of its Subsidiaries or any of their respective Affiliates: (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i)underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) abovematerials or equipment containing polychlorinated biphenyls, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.or (iv) landfills, surface impoundments, or disposal areas;
(cd) The Company neither the Company, any of its Subsidiaries, nor any of their predecessors (either as an entity or as the owner or lessee of any real property) or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to Liabilities, including without limitation any material Liabilities of the Company or material investigatoryLiability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations of attorney fees, pursuant to CERCLA, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (amended or any other Person for whose conduct any of them are or may be responsible).Environmental and Safety Requirements;
(e) The Company is not subject neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called "transaction-triggered" or any Governmental Order pursuant to "responsible property transfer" Environmental Law or relating to any Hazardous Material or Petroleum.and Safety Requirements;
(f) The Company has the Company, its Subsidiaries and their Affiliates have not, either expressly or by operation of Lawlaw, assumed, undertaken, undertaken or provided an indemnity with respect otherwise become subject to any material Liability, including without limitation any Liability or any material investigatory, for corrective or remedial obligationaction, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.and Safety Requirements; and
(g) Seller has made available to Buyer trueno facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company (includingCompany, without limitationany of its Subsidiaries or any of their predecessors or Affiliates will prevent, the environmental condition of the Company Real Property)hinder or limit continued compliance with Environmental and Safety Requirements, in each case which are in the possession of Seller give rise to any investigatory, remedial or the Company corrective Liabilities pursuant to Environmental and Safety Requirements, or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything give rise to the contrary contained in this Agreement, the representations any other Liabilities pursuant to Environmental and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental LawsLiability relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 2 contracts
Samples: Series B Preferred Stock Purchase Agreement (Williams Controls Inc), Series B Preferred Stock Purchase Agreement (Williams Controls Inc)
Environmental, Health and Safety Matters. (ai) The Company Buyer and its respective predecessors and Affiliates has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, the Buyer and its respective Affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(b§4(II)(z)(ii) of the Seller Disclosure Schedule, the Company .
(iii) The Buyer and its respective predecessors or Affiliates has not, during the five (5) years prior to the date hereof, not received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) None of the following exists at any property or facility owned or operated by the Buyer: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) The Company Buyer nor its respective predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements.
(vi) Neither this Agreement nor the consummation of the Company transaction that is the subject of this Agreement will result in any obligations for site investigation or material investigatorycleanup, corrective or remedial obligations notification to or consent of government agencies or third parties, pursuant to any of the Company under Environmental Laws. There is no asbestos contained in so-called "transaction-triggered" or forming part of any building"responsible property transfer" Environmental, structure or asset at Health, and Safety Requirements.
(vii) Neither the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now Buyer nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its respective predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notAffiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company Buyer or any of its respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, without limitationabsolute, the environmental condition of the Company Real Property)contingent, in each case which are in the possession of Seller unliquidated or the Company or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 2 contracts
Samples: Stock for Stock Exchange Agreement (Vincera, Inc.), Stock for Stock Exchange Agreement (Vincera, Inc.)
Environmental, Health and Safety Matters. (ai) The Company is and, during the five (5) years prior to the date hereof, has been, Target and its predecessors and Affiliates have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, Target and its Affiliates have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(b4(z) of the Seller Disclosure Schedule.
(iii) Neither Target nor, the Company to its Knowledge, its predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential material responsibility Liabilities, including any investigatory, remedial or Liability of the Company under Environmental Laws; or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company has not usedTo knowledge of Target, none of the following exists at any property or facility owned or operated by Target: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) Neither Target nor, to its Knowledge, its predecessors or Affiliates have treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to Liabilities, including any material Liabilities of the Company or material investigatoryLiability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended (“SWDA”) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called “transaction-triggered” or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum“responsible property transfer” Environmental, Health, and Safety Requirements.
(fvii) The Company has notNeither Target nor, to its Knowledge, its predecessors or Affiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company (includingTarget or, without limitationto its Knowledge, the environmental condition of the Company Real Property)its predecessors or Affiliates will prevent, in each case which are in the possession of Seller hinder or the Company limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or under the reasonable control of Seller corrective obligations pursuant to Environmental, Health, and Safety Requirements, or the Company.
(h) Notwithstanding anything give rise to the contrary contained in this Agreementany other Liabilities pursuant to Environmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ultralife Batteries Inc), Stock Purchase Agreement (Ultralife Batteries Inc)
Environmental, Health and Safety Matters. (ai) The Company is and, during the five (5) years prior to the date hereof, has been, Target and its respective predecessors and Affiliates have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, the Target and its respective Affiliates have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(b§4(I)(z)(ii) of the Seller Disclosure Schedule, the Company has not, during the five .
(5iii) years prior to the date hereof, The Target and its respective predecessors or Affiliates have not received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) None of the following exists at any property or facility owned or operated by the Target: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) The Company Target nor its respective predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements.
(vi) Neither this Agreement nor the consummation of the Company transaction that is the subject of this Agreement will result in any obligations for site investigation or material investigatorycleanup, corrective or remedial obligations notification to or consent of government agencies or third parties, pursuant to any of the Company under Environmental Laws. There is no asbestos contained in so-called "transaction-triggered" or forming part of any building"responsible property transfer" Environmental, structure or asset at Health, and Safety Requirements.
(vii) Neither the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now Target nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its respective predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notAffiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company Target or any of its respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, without limitationabsolute, the environmental condition of the Company Real Property)contingent, in each case which are in the possession of Seller unliquidated or the Company or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 2 contracts
Samples: Stock for Stock Exchange Agreement (Vincera, Inc.), Stock for Stock Exchange Agreement (Vincera, Inc.)
Environmental, Health and Safety Matters. (a) The Company Seller is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Lawsexcept as would not have a Material Adverse Effect.
(b) Except as set forth on Section 4.15(bWithin the last three (3) of the years, Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, not received any written notice, Claim report or report from any Governmental Authority or third party regarding either (i) any material other information alleging, and to Seller’s Knowledge there are no conditions that constitute, a violation of Environmental Laws by the Company; (ii) Laws, or any allegation of any actual liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of otherwise) relating to the Company Energy Centers arising under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (iexcept as disclosed on Schedule 4.13(b), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company Except as disclosed on Schedule 4.13(c), Seller has not usedcaused or allowed the generation, storedtreatment, treatedmanufacture, transportedprocessing, manufactureddistribution, refineduse, handledstorage, produceddisposal, emittedRelease, released, disposed of, arranged for transport or permitted the disposal of, or exposed any Person to, handling of any Hazardous Materials Substances at any of the Purchased Assets that has resulted in (i) an investigation or Petroleumcleanup required under Environmental Laws or (ii) a violation of any Environmental Law, including onexcept, underin each case, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise reasonably be expected to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Lawhave a Material Adverse Effect.
(d) The Company does not own There are no pending or, to Seller’s Knowledge, threatened actions with respect to the Purchased Assets alleging or operate concerning any property violation of or facility and has not previously owned responsibility or operated liability under any property Environmental Law or facility which is the Release, threatened Release or has been contaminated by presence of any Hazardous Material Substances at, on, beneath, to, from or Petroleum so as to give rise to in the indoor or outdoor environment at any material Liabilities of the Company Purchased Assets or material investigatoryany off-site location (including soil sediment, corrective surface water, groundwater, air or remedial obligations any component of the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildinga structure), structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and as would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)have a Material Adverse Effect.
(e) The Company Seller holds all material Governmental Approvals from all Governmental Authorities under all Environmental Laws required for the Energy Centers and the Purchased Assets and is in compliance with all such Governmental Approvals (except for such noncompliance as would not subject have a Material Adverse Effect), all of which are listed on Schedule 4.13(e). There are no pending or, to Seller’s Knowledge, threatened actions seeking to modify, revoke or deny renewal of any Action or any such Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumApprovals, except as disclosed on Schedule 4.13(e).
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to Notwithstanding any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary representations and warranties contained elsewhere in this Agreement, the all matters relating in any way to compliance with or liability under or in connection with any representations and warranties in regarding Environmental Laws and related matters shall be governed exclusively by this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws4.13.
Appears in 2 contracts
Samples: Put Option Agreement, Put Option Agreement (Ameren Energy Generating Co)
Environmental, Health and Safety Matters. (a) The Except as set forth on Schedule 4.27(a), Company is and, during the five (5) years prior to the date hereof, has been, and Subsidiaries are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as set forth on Section 4.15(b) Schedule 4.27(b), and without limiting the generality of the Seller Disclosure Scheduleforegoing, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that and Subsidiaries have been fully obtained and finally resolved prior to the date hereof without future obligation.
(c) The Company has not used, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, or exposed any Person to, any Hazardous Materials or Petroleum, including on, under, at or from the Company Real Property, except are in compliance in all material respects with applicable Environmental Law all permits, licenses and other Governmental Authorizations that are required pursuant to Environmental, Health and Safety Requirements for such entity’s operation of the Business as currently conducted on the Real Property.
(c) Except as set forth on Schedule 4.27(c), and except for such matters which have not resulted and would not give rise reasonably be expected to result in a material liability to Company or any material Liability Subsidiary, neither Company nor any Subsidiary has received any written notice, claim, subpoena, report or material other information from any person (i) alleging any violation by such entity of any Environmental, Health and Safety Requirements; (ii) asserting any claim that Company is liable to conduct any investigatory, remedial or corrective actions under Environmental, Health and Safety Requirements at any Real Property formerly or remedial obligation pursuant to currently occupied by Company or any Environmental LawSubsidiary or at other real properties not owned, leased or otherwise used by Company; or (iii) asserting any other liability under Environmental, Health and Safety Requirements.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(dSchedule 4.27(d), to Company’s Knowledge (i) Company and Subsidiaries have never manufactured, produced, repaired, installed, sold, conveyed or otherwise put into the stream of commerce any product, merchandise, manufactured good, part, component or other item comprised of or containing asbestos; and (ii) Company and Subsidiaries have never been the subject of any claims or litigation arising out of the Seller Disclosure Schedule, there is not now nor has there ever been any alleged exposure to asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)asbestos-containing material.
(e) The Neither Company is not subject nor any Subsidiary has released any Hazardous Substances (such that such Party would reasonably be expected to have material liability therefor) or been found responsible for a release of Hazardous Substances at, on, about or under (1) any Action property now or formerly owned, operated or leased by Company, or Subsidiaries; or (2) any Governmental Order property to which Company or Subsidiaries have sent waste for treatment, storage or disposal pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health and Safety Requirements, including without limitation CERCLA, as amended, RCRA and the Solid Waste Disposal Act, as amended.
(f) The Neither Company nor any Subsidiary has not, expressly or assumed by operation of Law, assumed, undertakencontract, or provided an indemnity with respect otherwise been ordered by a Governmental Authority to conduct any material Liability or any material investigatory, corrective or remedial obligationaction, of for any other Person relating under applicable Environmental, Health and Safety Requirements which assumption or Order has not resulted and would not reasonably be expected to Environmental Laws, including any Release of Hazardous Materials result in a material liability to Company or Petroleumsuch Subsidiary.
(g) Seller Company has furnished or made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other material environmental documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which Phase I and Phase II site assessments) that are in the its possession of Seller or the under its reasonable control and relate to Company or under the reasonable control Subsidiaries or their operation of Seller any facilities or the CompanyReal Property ever owned, operated or leased by Company or Subsidiaries.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (American Tire Distributors Holdings, Inc.)
Environmental, Health and Safety Matters. (a) The Company Each Acquired Entity and its respective predecessors and Affiliates has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Each Acquired Entity and its respective Affiliates has obtained, has complied with, and is in compliance with all Permits that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business. A list of all such Permits is set forth in Schedule 4.26(b). Except as set forth on Section 4.15(b) of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (iSchedule 4.26(b), (ii) or (iii) abovesuch Permits are in full force and effect, with regard to matters that have been fully free from Breach, and finally resolved prior to the date hereof without future obligationTransactions will not adversely affect them.
(c) The Company Except as listed on Schedule 4.26(c), no Acquired Entity nor any of its respective predecessors or Affiliates has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any Liabilities, including any investigatory, remedial, or corrective Liabilities, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) Except as listed on Schedule 4.26(d), none of the following exists at any property or facility currently or previously owned or operated (whether by fee interest, leasehold interest, or otherwise) by the Acquired Entities: (i) under or above-ground storage tanks; (ii) asbestos containing material in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; or (iv) landfills, surface impoundments, or disposal areas.
(e) No Acquired Entity nor any of its respective predecessors or Affiliates has treated, recycled, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed Released any Person tosubstance, including any Hazardous Materials Materials, or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to any material Liabilities of the Company or material investigatoryDamages, including any Damages for response costs, corrective action costs, personal injury, property damage, or remedial obligations natural resources damages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct Environmental, Health, and Safety Requirements. For this section “Hazardous Materials” means any of them are substance, pollutant, contaminant, material, or may be responsible).
(e) The Company is not waste, or combination thereof, whether solid, liquid, or gaseous in nature, subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notregulation, expressly or by operation of Lawinvestigation, assumed, undertakencontrol, or provided an indemnity with respect to remediation under any material Liability or any material investigatoryEnvironmental, corrective or remedial obligationHealth, of any other Person relating to Environmental Lawsand Safety Requirement, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer truethe Comprehensive Environmental Response, complete Compensation and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitationAct, the environmental condition of Solid Waste Disposal Act, and the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanyResource Conservation and Recovery Act.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 2 contracts
Samples: Merger Agreement (Interface Security Systems, L.L.C.), Merger Agreement (Interface Security Systems Holdings Inc)
Environmental, Health and Safety Matters. (a) The Company is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Laws.
(b) Except as set forth on Section 4.15(bSchedule 2.21:
(i) Each of the Seller Disclosure SchedulePartnership Entities and its operations, activities, Real Property and assets are in material compliance with all applicable Environmental Laws (as defined in paragraph (b) below);
(ii) There are no Hazardous Materials present in, or being released to, the Company air, surface or sub-surface soils or in the groundwater at, on, in, under, beneath, or in the vicinity of the activities, operations, Real Property or assets of the Partnership Entities in amounts or concentrations that are reasonably likely to result in a material liability under any Environmental Laws;
(iii) None of Parent, the Selling Parties nor any of the Partnership Entities has notreceived any written request for information, during or has received written notification that it has any liability, or is a potentially responsible party, under any Environmental Law that is material in nature with respect to any on-site or off-site location for which liability is currently being asserted against them with respect to the five activities, operations, Real Property or assets of any of the Partnership Entities;
(5iv) years prior There are no material writs, injunctions, decrees, orders or judgments outstanding, or any Legal Proceedings pending or, to the Knowledge of the Selling Parties, threatened involving any of the Partnership Entities or the activities, operations, Real Property or assets of the Partnership Entities relating to (A) its compliance with any Environmental Law, or (B) the release, disposal, discharge, spill, treatment, storage or recycling of Hazardous Materials (as defined in paragraph (b) below) into the environment at any on-site or off-site location;
(v) Each of the Partnership Entities has obtained, currently maintains and is in material compliance with all Licenses which are required under Environmental Laws for its operations, activities, Real Property and assets (collectively, "ENVIRONMENTAL PERMITS"), and all such Environmental Permits are in effect. No appeal nor any other Legal Proceeding is pending to revoke any such Environmental Permit, nor, to the Knowledge of the Selling Parties, threatened, and to the Knowledge of the Selling Parties, no facts or circumstances exist that if unabated would be reasonably expected to result in any Environmental Permit being revoked, rescinded or withdrawn, or not being renewed or reissued on substantially the same terms;
(vi) The Selling Parties and Parent have made available to Buyer all internal and external audits, studies and reports on environmental matters relevant to the Partnership Entities that (A) have been retained in the files of any Selling Party or their Affiliates or the Partnership Entities and (B) were prepared or received at any time after January 1, 1998 (including such documents that may relate to the Excluded Assets, as defined in the WPL Contribution Agreement, and any real property of the type described in Section 2.21(a)(vii) below); and
(vii) The representations in Sections 2.21(a)(ii), (a)(iii) and (a)(iv) above, also apply to with respect to real property or assets that were owned, leased or operated by the Partnership Entities subsequent to January 1, 1998 but that are no longer owned, leased or operated by the Partnership Entities on the date hereof, received any written noticebut only with respect to the periods such real property or assets were owned, Claim leased or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws operated by the CompanyPartnership Entities; (iiprovided, however, that such representation with respect to Section 2.21(a)(iv) any allegation of any actual or potential material responsibility or Liability is made only to the Knowledge of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSelling Parties.
(cb) The Company has not used, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted following terms shall have the disposal of, or exposed any Person to, any Hazardous Materials or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.following meanings:
Appears in 2 contracts
Samples: Purchase Agreement (Williams Companies Inc), Purchase Agreement (Williams Companies Inc)
Environmental, Health and Safety Matters. (ai) The Company is andEach of the Company, during the five (5) years prior to the date hereofits Subsidiaries and their respective predecessors and their Affiliates, has beenif any, have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, each of the Company, its Subsidiaries and their predecessors and their Affiliates have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their respective businesses; and a list of all such permits, licenses and other authorizations is set forth on Section 4.15(b4(bb) of the Seller Disclosure Schedule.
(iii) Neither the Company, the Company nor any of its Subsidiaries, nor their respective predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility alleged violation of Environmental, Health, and Safety Requirements, or Liability of the Company under Environmental Laws; any Liabilities, including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or their facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company To the Company’s Knowledge, none of the following exists at the Real Property: (A) underground storage tanks, (B) asbestos-containing material in any form or condition, (C) materials or equipment containing polychlorinated biphenyls, or (D) landfills, surface impoundments, or disposal areas.
(v) Neither the Company, nor any of its Subsidiaries, nor their respective predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or exposed released any Person tosubstance, including, without limitation, any Hazardous Materials hazardous substance, or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum such substance) so as to give rise to any material Liabilities current or future Liabilities, including any Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney’s fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company Solid Waste Disposal Act, as amended, or material investigatoryany other Environmental, Health, and Safety Requirements.
(vi) Neither the Company, nor any of its Subsidiaries, nor their respective predecessors or Affiliates has assumed, or otherwise become subject to, any Liability, including, without limitation, any obligation for corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, action of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gvii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company (Company, its Subsidiaries, or their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements, including, without limitation, the environmental condition any relating to on-site or off-site releases or threatened releases of the Company Real Property)hazardous materials, in each case which are in the possession of Seller substances or the Company wastes, personal injury, property damage or under the reasonable control of Seller or the Companynatural resources damage.
(hviii) Notwithstanding anything The Company has furnished to Purchaser all environmental audits, reports and other material environmental documents relating to the contrary contained Company’s, its Subsidiaries’ or their respective predecessors’ or Affiliates’ past or current properties, facilities, operations or the Real Property that are in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising their possession or under Environmental Lawstheir control.
Appears in 2 contracts
Samples: Preferred Unit Purchase Agreement (Elandia International Inc.), Preferred Unit Purchase Agreement (Elandia International Inc.)
Environmental, Health and Safety Matters. (a) The Company Each of the Acquired Entities and its respective predecessors and Affiliates has complied, and is andin compliance, during the five (5) years prior to the date hereof, has been, in compliance in all material respects respects, with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as set forth on Without limiting the generality of Section 4.15(b) 3.28(a), each of the Seller Disclosure ScheduleAcquired Entities and its respective Affiliates has obtained, has complied with, and is in compliance with all Permits that are required pursuant to Environmental, Health and Safety Requirements for the Company has not, during occupation of its facilities and the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation operation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationits business.
(c) The Company None of the Acquired Entities nor any of its respective predecessors or Affiliates has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health and Safety Requirements or any Liabilities, including any investigatory, remedial, cleanup or corrective action Liabilities, that relate to any of them or any of their facilities and arise under Environmental, Health and Safety Requirements.
(d) None of the following exists at any property or facility owned, leased or operated by the Acquired Entities or any of their Subsidiaries in a manner that has given or would give rise to any Damages: (i) under or above-ground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments or disposal areas.
(e) None of the Acquired Entities nor any of its respective predecessors or Affiliates has treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled or exposed Released any Person tosubstances, including any Hazardous Materials Substances, or Petroleumowned, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned leased or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to any material Liabilities of the Company or material investigatoryDamages, including any response costs, corrective action costs, personal injury, property Damage or remedial obligations natural resources Damages under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Solid Waste Disposal Act, as amended, the Environmental Laws. There is no asbestos contained in or forming part of any buildingProtection and Enhancement Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health and Safety Requirements.
(f) The Company has notTransactions will not result in any Liabilities for site investigation or cleanup, or require the Consent of any Person, including pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health and Safety Requirements.
(g) None of the Acquired Entities nor any of their predecessors or Affiliates has, either expressly or by operation of Law, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete Health and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanySafety Requirements.
(h) Notwithstanding anything No facts, events or conditions relating to the contrary contained in this Agreementpast or present facilities, properties or operations of the representations Acquired Entities, nor any of their respective predecessors or Affiliates, will prevent, hinder, limit or materially increase the cost of continued compliance with Environmental, Health and warranties in this Section 4.15 are the sole Safety Requirements, give rise to any Damages pursuant to Environmental, Health and exclusive representations Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health and warranties of Seller concerning environmental matters, including any matters arising under Environmental LawsSafety Requirements.
Appears in 2 contracts
Samples: Share Purchase Agreement (Ion Geophysical Corp), Share Purchase Agreement (Ion Geophysical Corp)
Environmental, Health and Safety Matters. (a) The Company is and, during Each of the five (5) years prior to the date hereof, Seller and its predecessors and Subsidiaries has beencomplied and are in compliance, in compliance each case in all material respects respects, with all Environmental, Health, and Safety Requirements applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Lawsto the Business.
(b) Without limiting the generality of the foregoing, the Seller has obtained, has complied, and is in compliance with, in each case in all material respects, all material Permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities included in the Assets and the operation of the Business; and a list of all such material Permits, licenses and other authorizations is set forth on Disclosure Schedule 4.27.
(c) The Seller has not received any written notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of the facilities included in the Assets arising under Environmental, Health, and Safety Requirements.
(d) Except as set forth on Section 4.15(b) Disclosure Schedule 4.27, none of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received following exists at any written notice, Claim property or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws facility operated by the Company; Seller that is included in the Assets: (ii1) underground storage tanks, (2) asbestos-containing material in any allegation of any actual friable and damaged form or potential material responsibility condition, (3) materials or Liability of the Company under Environmental Laws; equipment containing polychlorinated biphenyls, or (iii4) relating to any disposallandfills, release or threatened release ofsurface impoundments, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability exceptdisposal areas, in the case of either (i), (ii) or (iii) above, other than in material compliance with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationapplicable Law.
(ce) The Company In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any such substance) other than in material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to Laws, including any material Liabilities. Except liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as set forth on Section 4.15(damended (“CERCLA”) of or the Seller Disclosure ScheduleSolid Waste Disposal Act, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (as amended or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The Company has notTo the Knowledge of the Seller, expressly neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or by operation of Law, assumed, undertakencleanup, or provided an indemnity with respect notification to or consent of government agencies or third parties, pursuant to any material Liability of the so-called “transaction-triggered” or any material investigatory“responsible property transfer” Environmental, corrective or remedial obligationHealth, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleumand Safety Requirements.
(g) None of the Seller nor, to the Knowledge of the Seller, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Law.
(h) The Seller has furnished or made available to the Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other material environmental documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or that relate to any facility included in the CompanyAssets.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Generex Biotechnology Corp), Asset Purchase Agreement (Generex Biotechnology Corp)
Environmental, Health and Safety Matters. To the Knowledge of Sellers, except as disclosed in the Disclosure Schedule or the Phase I Environmental Site Assessments (adraft 9/19/97 or 9/24/97) The Company is and, during the five (5) years prior prepared for Buyer by IT Corporation with respect to the date hereof, has been, Target's facilities:
(i) Each of the Target is in compliance in all material respects with all applicable Environmental LawsEnvironmental, which Health, and Safety Requirements.
(ii) Without limiting the generality of the foregoing, each of the Target has obtained and is in compliance has included obtaining and complying at all times and in all material respects with with, all material permits permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business where the failure to so obtain such license, permit or authorization would reasonably be expected to result in a Material Adverse Effect; a list of all such permits, licenses and other authorizations is set forth on the attached "Environmental and Safety Permits Schedule."
(iii) The Target has received no written notice, report or other information regarding any actual or alleged violation by Target of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the Target or its facilities arising under applicable Environmental LawsEnvironmental, Health, and Safety Requirements, where such actual or alleged violation or actual or potential liability would reasonably be expected to result in a Material Adverse Effect.
(biv) Except as set forth on Section 4.15(b) None of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received following exists at any written notice, Claim property or report from any Governmental Authority facility owned or third party regarding either (i) any material violation of Environmental Laws operated by the Company; Target: (ii1) any allegation of any actual underground storage tanks, (2) friable asbestos-containing material, (3) materials or potential material responsibility or Liability of the Company under Environmental Laws; equipment containing polychlorinated biphenyls, or (iii4) relating to any disposallandfills, release or threatened release ofsurface impoundments, or exposure towaste disposal areas regulated under Environmental, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully Health and finally resolved prior to the date hereof without future obligationSafety Requirements.
(cv) The Company Since January 1, 1995, none of the Target has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person tosubstance, including without limitation any Hazardous Materials Substance, or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum so as to give such substance) in a manner that has given rise to liabilities which would reasonably be expected to result in a Material Adverse Effect, including any material Liabilities of the Company or material investigatorysuch liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct Environmental, Health, and Safety Requirements. For the purpose of this clause (v), the term "Knowledge" shall also include any activity in which any of them are or may be responsible)Sellers participated.
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) 3.26.1 The Company is and, during the five (5) years prior to the date hereof, has beenSeller and its respective predecessors and Affiliates have complied and are in compliance, in compliance each case in all material respects respects, with all applicable Environmental LawsEnvironmental, which Health, and Safety Requirements.
3.26.2 Without limiting the generality of the foregoing, each of the Seller and its respective Affiliates, have obtained, have complied, and are in compliance has included obtaining and complying at all times and with, in each case in all material respects with respects, all material permits permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such material permits, licenses and other authorizations is set forth on the attached "Environmental and Safety Permits Schedule."
3.26.3 The Seller and its respective Affiliates have received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under applicable Environmental LawsEnvironmental, Health, and Safety Requirements.
(b) 3.26.4 Except as set forth on Section 4.15(b) the attached "Environmental and Safety Matters Schedule," none of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received following exists at any written notice, Claim property or report from any Governmental Authority facility owned or third party regarding either (i) any material violation of Environmental Laws operated by the Company; Seller: (ii1) underground storage tanks, (2) asbestos-containing material in any allegation of any actual friable and damaged form or potential material responsibility condition, (3) materials or Liability of the Company under Environmental Laws; equipment containing polychlorinated biphenyls, or (iii4) relating to any disposallandfills, release or threatened release ofsurface impoundments, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationdisposal areas.
(c) The Company 3.26.5 Neither the Seller or its respective predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to material liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person Environmental, Health, and Safety Requirements.
3.26.6 Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any material obligations for whose conduct site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of them are the so-called "transaction-triggered" or may be responsible)"responsible property transfer" Environmental, Health, and Safety Requirements.
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company Each of Xxxxxx, its Subsidiaries, and their respective predecessors and Affiliates has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, each of Xxxxxx, its Subsidiaries and their respective Affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(bthe attached "Environmental and Safety Permits Schedule."
(iii) of the Seller Disclosure ScheduleNeither Xxxxxx, the Company its Subsidiaries, nor their respective predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company None of the following exists at any property or facility owned or operated by Xxxxxx or its Subsidiaries:
(1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) None of Xxxxxx, its Subsidiaries, or their respective predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called "transaction-triggered" or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum"responsible property transfer" Environmental, Health, and Safety Requirements.
(fvii) The Company has notNeither Xxxxxx, its Subsidiaries, nor any of their respective predecessors or Affiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company Xxxxxx, its Subsidiaries, or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including without limitationlimitation any relating to onsite or offsite releases or threatened releases of hazardous materials, the environmental condition of the Company Real Property)substances or wastes, in each case which are in the possession of Seller personal injury, property damage or the Company or under the reasonable control of Seller or the Companynatural resources damage.
(hix) Notwithstanding anything to Section 4(z)(ix) of the contrary contained in this AgreementDisclosure Schedule (a) lists the location, by mailing address, of all real property owned or leased at any time by Xxxxxx, its Subsidiaries, or the representations respective predecessors or Affiliates of Xxxxxx or its Subsidiaries and warranties in this Section 4.15 are (b) describes briefly, for each location, all operations ever undertaken there by Xxxxxx, its Subsidiaries, or the sole respective predecessors or Affiliates of Xxxxxx or its Subsidiaries, and exclusive representations and warranties indicates the duration of Seller concerning environmental matters, including any matters arising under Environmental Lawseach such operation.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company Each of the Target, its Subsidiaries, and their respective predecessors and Affiliates has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, each of the Target, its Subsidiaries and their respective Affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(bthe attached “Environmental and Safety Permits Schedule.”
(iii) of Neither the Seller Disclosure ScheduleTarget, the Company its Subsidiaries, nor their respective predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company None of the following exists at any property or facility owned or operated by the Target or its Subsidiaries: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) None of the Target, its Subsidiaries, or their respective predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended (“SWDA”) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called “transaction-triggered” or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum“responsible property transfer” Environmental, Health, and Safety Requirements.
(fvii) The Company has notNeither the Target, its Subsidiaries, nor any of their respective predecessors or Affiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company Target, its Subsidiaries, or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, without limitationabsolute, the environmental condition of the Company Real Property)contingent, in each case which are in the possession of Seller unliquidated or the Company or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company Each of the CP Entities, their Subsidiaries, and their respective predecessors and Affiliates has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, each of the CP Entities, their Subsidiaries and their respective Affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(bthe attached "Environmental and Safety Permits Schedule."
(iii) of Neither the Seller Disclosure ScheduleCP Entities, the Company their Subsidiaries, nor their respective predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company None of the following exists at any property or facility owned or operated by the CP Entities or their Subsidiaries: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) None of the CP Entities, their Subsidiaries, or their respective predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryLiability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called "transaction-triggered" or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum"responsible property transfer" Environmental, Health, and Safety Requirements.
(fvii) The Company has notNeither the CP Entities, their Subsidiaries, nor any of their respective predecessors or Affiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company CP Entities, their Subsidiaries, or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, without limitationabsolute, the environmental condition of the Company Real Property)contingent, in each case which are in the possession of Seller unliquidated or the Company or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company is and, during the five (5) years prior to the date hereof, has been, Each Acquired Entity and its respective predecessors and Affiliates are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as set forth on Without limiting Section 4.15(b) of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability 5.25 of the Company under Environmental Laws; or (iiiDisclosure Letter, ------------ each Acquired Entity and its respective Affiliates has obtained and is in compliance with all Permits that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business. A list of all such Permits is set forth in Section 5.25(b) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which of --------------- the Company has potential Liability exceptDisclosure Letter. Such Permits are in full force and effect, in free from Breach, and will not be adversely affected by the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationTransactions.
(c) The Company No Acquired Entity nor any of its respective predecessors or Affiliates has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any Liabilities, including any investigatory, remedial or corrective Liabilities, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) None of the following exists at any property or facility owned or operated by the Acquired Entities: (i) under or above-ground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(e) No Acquired Entity nor any of its respective predecessors or Affiliates has treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed Released any Person to, any Hazardous Materials or Petroleumsubstance, including onany hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to any material Liabilities of the Company or material investigatoryDamages, including any Damages for response costs, corrective action costs, personal injury, property damage or remedial obligations natural resources damages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The Company has notTransactions will not result in any Liabilities for site investigation or cleanup, or require the Consent of any Person, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(g) No Acquired Entity nor any of their predecessors or Affiliates has, either expressly or by operation of Law, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials Health, and Safety Requirements which would have a Material Adverse Effect on the Company. No facts, events or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company (includingAcquired Entities, without limitationnor any of their respective predecessors or Affiliates, the environmental condition of the Company Real Property)will prevent, in each case which are in the possession of Seller hinder or the Company limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any Damages pursuant to Environmental, Health, and Safety Requirements, or under the reasonable control of Seller or the Companygive rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Merger Agreement (DTM Corp /Tx/)
Environmental, Health and Safety Matters. (a) The Company Each of TSI, its Subsidiaries, and their respective predecessors and Affiliates has complied and is and, during the five (5) years prior to the date hereof, has beenin compliance, in compliance each case in all material respects respects, with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Without limiting the generality of the foregoing, each of TSI, its Subsidiaries, and their respective predecessors and Affiliates has obtained, has complied, and is in compliance with, in all material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; and a list of all such material permits, licenses and other authorizations is set forth on Section 3.24 of the Disclosure Schedule.
(c) Neither TSI, nor any of its Subsidiaries, nor their respective predecessors and Affiliates has received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to it or its facilities arising under Environmental, Health, and Safety Requirements.
(d) Except as set forth on Section 4.15(b) 4.26 of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability none of the Company under Environmental Laws; following exists at any property or facility owned, leased or operated by TSI or any of its Subsidiaries: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (iii4) relating to any disposallandfills, release or threatened release ofsurface impoundments, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationdisposal areas.
(ce) The Company Neither TSI, nor any of its Subsidiaries, nor their respective predecessors and Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum such substance) so as to give rise to any current or future material Liabilities of the Company or liabilities, including any material investigatoryliability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorneys' fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The Company has not, expressly Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or by operation of Law, assumed, undertakencleanup, or provided an indemnity with respect notification to or consent of government agencies or third parties, pursuant to any material Liability of the so-called "transaction-triggered" or any material investigatory"responsible property transfer" Environmental, corrective or remedial obligationHealth, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleumand Safety Requirements.
(g) Seller Neither TSI, nor any of its Subsidiaries, nor their respective predecessors and Affiliates has made available designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos and is not now nor will it become subject to Buyer true, complete and correct copies of any Asbestos Liabilities.
(h) TSI has furnished to Cyber all material environmental site assessments, audits, reports and all other material environmental documents materially bearing on environmental, health or safety Liability related relating to the past or current operationsproperties, properties facilities, or facilities operations of the Company (includingTSI, without limitationany of its Subsidiaries, the environmental condition of the Company Real Property), in each case which or their respective predecessors and Affiliates that are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanyTSI and its Subsidiaries.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Plan of Reorganization and Agreement of Merger (Cyber Defense Systems Inc)
Environmental, Health and Safety Matters. (ai) The Company is andCompany, during the five (5) years prior to the date hereofits Subsidiaries, has beenand their respective predecessors and Affiliates have complied and are in compliance, in compliance each case in all material respects respects, with all applicable Environmental LawsEnvironmental, which Health, and Safety Requirements.
(ii) Without limiting the generality of the foregoing, Company, its Subsidiaries, and their respective Affiliates have obtained, have complied, and are in compliance has included obtaining and complying at all times and with, in each case in all material respects with respects, all material permits permits, licenses and other authorizations that are required under applicable Environmental Lawspursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business; and a list of all such material permits, licenses and other authorizations is set forth on Schedule 4(t).
(biii) Neither Company, nor any of its Subsidiaries, nor their respective Affiliates has received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental, Health, and Safety Requirements.
(iv) Except as set forth on Section 4.15(b) Schedule 4(t), none of the Seller Disclosure Schedulefollowing exists at any property or facility owned or operated by Company or its Subsidiaries: (1) underground storage tanks, the Company has not(2) asbestos-containing material in any friable and damaged form or condition, during the five (53) years prior to the date hereofmaterials or equipment containing polychlorinated biphenyls, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii4) relating to any disposallandfills, release or threatened release ofsurface impoundments, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationdisposal areas.
(cv) The Neither Company has not usednor any of its Subsidiaries, nor any of their respective predecessors or Affiliates have treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum such substance) so as to give rise to any current or future material Liabilities liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Solid Waste Disposal Act, as amended (“SWDA”) or any other Environmental, Health, and Safety Requirements.
(vi) Neither this Agreement nor the consummation of the Company transactions that are the subject of this Agreement will result in any material obligations for site investigation or material investigatorycleanup, corrective or remedial obligations notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements.
(vii) Neither Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its Subsidiaries, nor their respective predecessors (or Affiliates has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos and none of such entities is or will become subject to any other Person for whose conduct any of them are or may be responsible)Asbestos Liabilities.
(eviii) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notSeller, expressly or by operation of LawCompany, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available and its Subsidiaries have furnished to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other material environmental documents materially bearing on environmentalrelating to Company’s, health its Subsidiaries’, or safety Liability related to the their respective predecessors’ or Affiliates’ past or current operationsproperties, properties facilities, or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which operations that are in the their possession of Seller or the Company or under the their reasonable control of Seller or the Companycontrol.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Critical Homecare Solutions Holdings, Inc.)
Environmental, Health and Safety Matters. (ai) The Company Each Target, and their respective predecessors and Affiliates has complied and is and, during the five (5) years prior to the date hereof, has beenin compliance, in compliance each case in all material respects respects, with all applicable Environmental LawsEnvironmental, which Health, and Safety Requirements.
(ii) Without limiting the generality of the foregoing, each Target, and their respective Affiliates, has obtained, has complied, and is in compliance has included obtaining and complying at all times and with, in each case in all material respects with respects, all material permits permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such material permits, licenses and other authorizations is set forth on the attached “Environmental and Safety Permits Schedule.”
(iii) No Target, or their respective Affiliates has received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under applicable Environmental LawsEnvironmental, Health, and Safety Requirements.
(biv) Except as set forth on Section 4.15(b) the attached “Environmental and Safety Matters Schedule,” none of the Seller Disclosure Schedulefollowing exists at any property or facility owned or operated by any Target: (1) underground storage tanks, the Company has not(2) asbestos-containing material in any friable and damaged form or condition, during the five (53) years prior to the date hereofmaterials or equipment containing polychlorinated biphenyls, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii4) relating to any disposallandfills, release or threatened release ofsurface impoundments, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationdisposal areas.
(cv) The Company No Target or any of their respective predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to material liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended (“SWDA”) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (includingso-called “transaction-triggered” or “responsible property transfer” Environmental, without limitationHealth, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Companyand Safety Requirements.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Purchase Agreement
Environmental, Health and Safety Matters. (ai) The Company is and, during the five (5) years prior to the date hereof, has beenBuyer and EAE have complied and are in compliance, in compliance each case in all material respects respects, with all applicable Environmental LawsEnvironmental, which Health, and Safety Requirements.
(ii) Without limiting the generality of the foregoing, the Buyer and EAE have obtained, have complied, and are in compliance has included obtaining and complying at all times and with, in each case in all material respects with respects, all material permits permits, licenses and other authorizations that are required under applicable Environmental Lawspursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business.
(biii) Except as set forth on Section 4.15(b) of Neither the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, Buyer nor EAE have received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise) including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or their facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company None of the following exists at any property or facility owned or operated by the Buyer or EAE:
(1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) Neither the Buyer nor EAE has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to any material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Lawsliabilities, including any Release of Hazardous Materials material liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or Petroleumattorney fees.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company is andEach of the Division, during the five (5) years prior Division Subsidiaries, and to the date hereofSeller's Knowledge, their respective predecessors and Affiliates has been, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining complied and complying at all times and is in all material respects respects, in compliance with all material permits required under applicable Environmental LawsEnvironmental, Health, and Safety Requirements.
(bii) Except as Without limiting the generality of the foregoing, each of the Division and the Division Subsidiaries has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on in Section 4.15(b3(cc) of the Seller Disclosure Schedule.
(iii) Neither the Division, the Company has notDivision Subsidiaries, during the five (5) years prior nor, to the date hereofSeller's Knowledge, their respective predecessors or Affiliates has received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company To Seller's Knowledge, none of the following exists at any property or facility owned or operated by the Division or the Division Subsidiaries: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) To the Seller's Knowledge, none of the Division, the Division Subsidiaries, or their respective predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company To the Seller's Knowledge, neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called "transaction-triggered" or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum"responsible property transfer" Environmental, Health, and Safety Requirements.
(fvii) The Company has notTo the Seller's Knowledge, neither the Division, the Division Subsidiaries, nor any of their respective predecessors or Affiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueTo the Seller's Knowledge, complete and correct copies of all material environmental site assessmentsno facts, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company (including, without limitationDivision, the environmental condition Division Subsidiaries, or any of the Company Real Property)their respective predecessors or Affiliates will prevent, in each case which are in the possession of Seller hinder or the Company limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or under the reasonable control of Seller corrective obligations pursuant to Environmental, Health, and Safety Requirements, or the Company.
give rise to any other liabilities (hwhether accrued, absolute, contingent, unliquidated or otherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Samples: Asset Purchase Agreement (Roxio Inc)
Environmental, Health and Safety Matters. Except as set forth on Schedule 4.20 (the Environmental, Health and Safety Schedule) attached hereto:
(a) The Company is andEach of the Seller, during the five (5) years prior to the date hereofSeller Subsidiaries, and their respective Affiliates has been, in compliance complied in all material respects and is in material compliance with all applicable Environmental Laws, which and has obtained and complied with, and is in material compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of its business. A list of all permits, licenses and other authorizations obtained by the Seller, the Seller Subsidiaries, and their respective Affiliates is set forth on Schedule 4.20.
(b) Neither the Seller, the Seller Subsidiaries, nor their respective Affiliates has included obtaining and complying at all times and in all material respects with all material permits required received any written or, to the Knowledge of Seller, oral notice, report or other information regarding any actual or alleged violation of Environmental Laws, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under applicable Environmental Laws.
(bc) Except as set forth on Section 4.15(b) To the Knowledge of Seller, none of the following exists at any property or facility owned or operated by the Seller Disclosure Schedule, or the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either Seller Subsidiaries: (i) any material violation of Environmental Laws by the Companyunderground storage tanks; (ii) asbestos-containing material in any allegation of any actual form or potential material responsibility condition; (iii) materials or Liability of the Company under Environmental Lawsequipment containing polychlorinated biphenyls; or (iiiiv) relating to any disposallandfills, release or threatened release ofsurface impoundments, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationdisposal areas.
(cd) The Company None of the Seller, the Seller Subsidiaries, or their respective Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed any Person to, Released any Hazardous Materials Substance, or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum Substance) other than in accordance with Environmental Laws, in a manner so as to give rise to liabilities, including any material Liabilities of the Company liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or material attorney fees, or any investigatory, corrective or remedial obligations of obligations; pursuant to CERCLA, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental Laws.
(e) The Company is not subject to Neither the Seller, the Seller Subsidiaries, nor any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notof their respective Affiliates has, either expressly or by operation of Lawlaw, assumed, undertaken, undertaken or provided an indemnity with respect otherwise become subject to any material Liability or liability, including without limitation any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(gf) The Seller has made available furnished to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other material environmental documents materially bearing on environmental, health or safety Liability related relating to the past or current operations, properties or and former operations and facilities of the Company (includingSeller and the Seller Subsidiaries and their respective Affiliates, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller its possession, custody or the Company or under the reasonable control of Seller or the Companycontrol.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company is andhas provided Buyer with true and complete copies of all environmental reports and studies in the Company’s possession, during or of which the five (5) years prior Company has Knowledge, concerning the Leased Real Property. Except as set forth on Schedule 3.8, with respect to the date hereofLeased Real Property, the Company (i) has beennot received (A) any written notice regarding any material Liabilities or potential material Liabilities arising under any laws concerning environmental, health or safety matters (“Environmental, Health and Safety Laws”) or its Environmental, Health and Safety Permits, or (B) any other notice regarding any material Liabilities or potential material Liabilities arising under Environmental, Health, and Safety Laws or their respective Environmental, Health and Safety Permits and (ii) is not in compliance in all material respects with all any actual or alleged violation of any applicable Environmental LawsLegal Requirement relating to Environmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental Safety Laws.
(b) Except as set forth on Section 4.15(bSchedule 3.8, (i) none of the Seller Disclosure Schedulefollowing exists at the Leased Real Property or at any of the TWEC Stores: (A) underground storage tanks, (B) asbestos-containing material in any friable and damaged form or condition, (C) materials or equipment containing polychlorinated biphenyls, (D) landfills, surface impoundments, or disposal areas, or (E) the presence of Hazardous Substances or environmental contamination in, under or upon the soil, surface water, air or groundwater, in each case, at concentration levels in excess of applicable standards pursuant to Environmental, Health and Safety Laws, and (ii) the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed any Person to, released any Hazardous Materials Substance at any of the Leased Real Property in a manner that has given or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental LawLiabilities.
(dc) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on This Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are 3.8 shall constitute the sole and exclusive representations and warranties of Seller concerning environmental the Company with respect to environmental, health and safety matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Trans World Entertainment Corp)
Environmental, Health and Safety Matters. (a) The Except as disclosed in Schedule 4.23(a), the Company is and, during the five (5) years prior to the date hereof, has been, and is currently, in compliance in all material respects with all applicable Environmental Laws, which . The Company has obtained and is in compliance has included obtaining and complying at all times and in all material respects with all material permits Permits required under applicable Environmental Laws, and is not delinquent in the filing or renewal of any such Permits. The Company has not received any written communication, whether from a Governmental Authority, citizen group, employee, or otherwise, that alleges that the Company is not in full compliance with, or has failed to perform any duty under, Environmental Laws, which noncompliance or nonperformance has not been fully resolved.
(b) Except as set forth on Section 4.15(b) of disclosed in Schedule 4.23(b), there are no Environmental Claims pending or, to Sellers’ Knowledge, threatened against the Seller Disclosure Schedule, Company or against any Person whose liability for such Environmental Claims the Company has notretained or assumed either contractually or by operation of law, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of and there is no Basis for such Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationClaims.
(c) The Company has not not, in connection with any Real Property, installed, used, storedgenerated, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, or arranged for or permitted the disposal of, or exposed any Person to, of any Hazardous Materials Substances in any manner or Petroleum, including on, under, at quantity so as to create any Liability under any Environmental Law or from any other Liability for the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental LawBuyer.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities Without limiting the generality of the Company or material investigatory, corrective or remedial obligations foregoing provisions of this SECTION 4.23:
(i) all on-site and off-site locations where the Company under Environmental Laws. There has at any time stored, disposed, or arranged for the disposal of waste materials are identified in Schedule 4.23(d);
(ii) all underground storage tanks, and the capacity and contents of such tanks, currently or (to the Knowledge of Sellers) formerly located on any Real Property are identified in Schedule 4.23(d);
(iii) all xxxxx or other borings located on any Real Property are identified in Schedule 4.23(d);
(iv) to the Knowledge of Sellers, there is no asbestos contained in or forming part of any building, structure Improvements on any Real Property; and (v) no polychlorinated biphenyls (PCBs) are used or asset at the Company stored on any Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Property.
(e) The Company is Except as disclosed in Schedule 4.23(e), to Sellers’ Knowledge there are not subject present in, on, or under any Real Property any Hazardous Substances that were released or disposed of in such form or quantities as to create any Action or Liability under any Governmental Order pursuant to Environmental Law or relating any other Liability for the Company or Buyer. Except as disclosed in Schedule 4.23(e), to the Knowledge of Sellers, there are not present in, on, or under any Real Property any Hazardous Material Substances that were released or Petroleumdisposed of by any other party in such form or quantities as to create any Liability under any Environmental Law or any other Liability for the Company or Buyer. Except as disclosed in Schedule 4.23(e), none of the Real Property is being used, or has ever been used by the Company, in a manner that would require a permit under Section 3005 of the Solid Waste Disposal Act, 42 U.S.C. § 6925, for the treatment, storage, or disposal of Hazardous Substances.
(f) The Company has notin place all training, expressly or by programs, and plans required under Environmental Laws relating to occupational safety and health necessary for the operation of Law, assumed, undertaken, or provided an indemnity the Business and is in compliance with respect to any such requirements in all material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleumrespects.
(g) Seller has made available Sellers have delivered to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related authorizations relating in any way to the past environmental status of any of the Real Property or current operations, properties or facilities otherwise relating to the businesses of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Companywith respect to any Environmental Law.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, the Company has notobtained and complied with, during and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the five (5) years prior to occupation of its facilities and the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation operation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationits business.
(c) The Company has not usedreceived any written or verbal notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) None of the following exists at any property or facility owned or operated by the Company: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(e) The Company has not treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingattorney fees, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise pursuant to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure ScheduleEnvironmental, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufacturedHealth, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleumand Safety Requirements.
(f) Neither this Agreement nor the consummation of the Basic Transaction or the Purchaser's exercise of the Option will result in any obligations for site investigation or cleanup, or notification to or consent of any Government Body or third parties.
(g) The Company has not, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer trueHealth, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanySafety Requirements.
(h) Notwithstanding anything No facts, events or conditions relating to the contrary contained in this Agreementpast or present facilities, properties or operations of the representations Company will prevent, hinder or limit continued compliance with Environmental, Health, and warranties in this Section 4.15 are the sole Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and exclusive representations Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company Corporation has complied and is and, during the five (5) years prior to the date hereof, has beenin compliance, in compliance each case in all material respects respects, with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental Safety Laws.
(b) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, the Company Corporation has notobtained, has complied, and is in compliance with, in each case in all material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Laws for the occupation of its facilities and the operation of its business. Further, the Corporation has timely applied for the renewal of such permits so that such permits will remain in full force and effect during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability pendency of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, renewal application. Included in the case Schedule 4.01.21 is a list of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationthose permits.
(c) The Company Corporation has not usedreceived and is not aware of any facts that reasonably would form the basis for any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Laws, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to it or its facilities arising under Environmental, Health, and Safety Laws.
(d) No (I) underground storage tanks, (II) asbestos-containing material in any friable and damaged form or condition, (III) materials or equipment containing polychlorinated biphenyls, or (IV) landfills, surface impoundments, or disposal areas exists at any property or facility owned or operated by the Corporation or, to the Knowledge of Shareholder, existed, during its period of ownership or operation, at any property or facility formerly owned or operated by the Corporation.
(e) The Corporation has not treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed any Person to, released any Hazardous Materials Material at any property or Petroleum, including on, under, at facility owned or from the Company Real Property, except operated by it in compliance in all material respects with applicable Environmental Law and as a manner that has given or would not give rise to material liabilities, including any material Liability or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligation attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or the Solid Waste Disposal Act, as amended (“SWDA”) or any Environmental Law.
(d) other Environmental, Health, and Safety Laws. The Company Corporation does not own or operate any property or facility and upon which there has not previously been a release of any Hazardous Materials that occurred during the time the Corporation owned or operated such facility. There was no release or threatened release of Hazardous Materials on any site formerly owned or operated by the Corporation that occurred during the time the Corporation owned or operated such site. To the Knowledge of Shareholder, no asbestos containing material in a friable or damaged condition is located on any property owned or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold operated by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumCorporation.
(f) The Company has not, expressly Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any material obligations for site investigation or by operation of Law, assumed, undertakencleanup, or provided an indemnity with respect notification to or consent of government agencies or third parties, pursuant to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (includingso-called “transaction-triggered” or “responsible property transfer” Environmental, without limitationHealth, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Safety Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Craftmade International Inc)
Environmental, Health and Safety Matters. (a) The Company Target has materially complied and is and, during the five (5) years prior to the date hereof, has been, in material compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, Target has obtained and materially complied with, and is in material compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the Company has not, during occupation of their facilities and the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation operation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationtheir business.
(c) The Company Target has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental, Health, and Safety Requirements.
(d) To the Knowledge of any Seller, none of the following exists at any property or facility owned or operated by Target: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(e) Target has not treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum such substance) so as to give rise to any material Liabilities of the Company current or material investigatoryfuture Liabilities, including any Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney’s fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended (“SWDA”) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The Company has not, expressly Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any obligations for site investigation or by operation of Law, assumed, undertakencleanup, or provided an indemnity with respect notification to or consent of government agencies or third parties, pursuant to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (includingso-called “transaction-triggered” or “responsible property transfer” Environmental, without limitationHealth, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Companyand Safety Requirements.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Crocs, Inc.)
Environmental, Health and Safety Matters. (ai) The Company is and, during the five (5) years prior to the date hereof, has been, North American and its predecessors and each North American Subsidiary have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, North American and each North American Subsidiary have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(b) of the Seller attached Buyer Disclosure Schedule, the Company .
(iii) Neither North American nor its predecessors nor any North American Subsidiary has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company None of the following exists at any property or facility owned or operated by North American: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) None of North American or its predecessors nor any North American Subsidiary has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called "transaction-triggered" or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum"responsible property transfer" Environmental, Health, and Safety Requirements.
(fvii) The Company has notNeither North American nor its predecessors nor any North American Subsidiary has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company North American or any of its predecessors or North American Subsidiary will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements (including, without limitation, the environmental condition of the Company Real Propertywhether on-site or off-site), in each case which are in the possession of Seller or the Company give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company is Target, its Affiliates and, during the five (5) years prior to the date hereofKnowledge of Seller and Target, has been, Target's predecessors have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, Target has obtained and complied with, and is in compliance with, all Governmental Approvals that are required pursuant to Environmental, Health, and Safety Requirements for the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability occupation and operation of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which Real Property and the Company has potential Liability except, in facilities and businesses located on the case of either (iReal Property. All such Governmental Approvals are listed and described on Schedule 3.27(b), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company has Neither Target, its Affiliates nor, to the Knowledge of Seller and Target, Target's predecessors have received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to Target or its facilities arising under Environmental, Health, and Safety Requirements.
(d) Except as disclosed on Schedule 3.27(d), none of the following exists at the Real Property or at any property or facility now or previously owned or operated by Target: (i) underground storage tanks; (ii) groundwater or monitoring xxxxx; (iii) asbestos-containing material in any form or condition; (iv) materials or equipment containing polychlorinated biphenyls; (v) landfills, surface impoundments, or disposal areas; or (vi) mold contamination.
(e) Target, its Affiliates and, to the Knowledge of Seller and Target, Target's predecessors have not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The Company has notNeither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transactiontriggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(g) Neither Target, its Affiliates nor, to the Knowledge of Seller and Target, Target's predecessors have, either expressly or by operation of Law, assumed, undertaken, assumed or provided an indemnity with respect to undertaken any material Liability or any material investigatory, corrective or remedial obligation, liability of any other Person relating to Environmental LawsEnvironmental, Health, and Safety Requirements, including without limitation any Release of Hazardous Materials obligation for corrective or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Companyremedial action.
(h) Notwithstanding anything No facts, events or conditions relating to the contrary contained in this Agreementpast or present facilities, properties or operations of Target, its Affiliates or, to the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties Knowledge of Seller concerning environmental mattersand Target, Target's predecessors will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Samples: Stock Purchase Agreement (Poster Financial Group Inc)
Environmental, Health and Safety Matters. (ai) The Company Each of Sellers, and their respective predecessors and Affiliates has complied and is and, during the five (5) years prior to the date hereof, has been, in material compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, each of Sellers and their respective Affiliates has obtained and materially complied with, and is in material compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(bin ss.3(z)(ii) of the Seller Disclosure Schedule, the Company has not, during the five .
(5iii) years prior to the date hereof, Neither Sellers nor their respective predecessors or Affiliates have received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility alleged violation of Environmental, Health, and Safety Requirements, or Liability of the Company under Environmental Laws; any Liabilities, including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or their facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company has not usedNone of the following exists at any property or facility owned or operated by Sellers: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) Neither Sellers nor their respective predecessors or Affiliates have treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum such substance) so as to give rise to any material Liabilities current or future Liabilities, including any Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney's fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.
(vi) Neither this Agreement nor the consummation of the Company transactions that are subject of this Agreement will result in any obligations for site investigation or material investigatorycleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(vii) Neither Sellers nor any of their respective predecessors or Affiliates have designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos and none of such entities is or will become subject to any Asbestos Liabilities.
(viii) Neither Sellers nor any of their respective predecessors or Affiliates have assumed or otherwise become subject to, any Liability including without limitation any obligation for corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gix) Seller has To Sellers' Knowledge, no facts, events or conditions relating to the past or present facilities, properties or operations of Sellers or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements, including without limitation any Liability relating to on-site or off-site releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
(x) Sellers have furnished or made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other material environmental documents materially bearing on environmental, health relating to their or safety Liability related to the their respective predecessors' or Affiliates' past or current operationsproperties, properties facilities, or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which operations that are in the their possession of Seller or the Company or under the their reasonable control of Seller or the Companycontrol.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Exercise and Conversion Agreement (Tidel Technologies Inc)
Environmental, Health and Safety Matters. (a) The Company has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental Lawsenvironmental, which compliance has included obtaining health, and complying at all times and in all material respects with all material permits required under applicable Environmental Lawssafety requirements.
(b) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, the Company has notobtained and complied with, during and is in compliance with, all permits, licenses and other authorizations that are required pursuant to environmental, health, and safety requirements for the five (5) years prior to occupation of its facilities and the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation operation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationits business.
(c) The Company has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of environmental, health, and safety requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under environmental, health, and safety requirements.
(d) None of the following exists at any property or facility owned or operated by the Company: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(e) The Company has not treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleumenvironmental, health and safety requirements.
(f) Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" environmental, health, and safety requirements.
(g) The Company has not, not either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete environmental health and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Companyrequirements.
(h) Notwithstanding anything No facts, events or conditions relating to the contrary contained in this Agreementpast or present facilities, properties or operations of the representations Company will prevent, hinder or limit continued compliance with environmental, health, and warranties in this Section 4.15 are the sole safety requirements, give rise to any investigatory, remedial or corrective obligations pursuant to environmental, health, and exclusive representations safety requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to environmental, health, and warranties of Seller concerning environmental matterssafety requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Samples: Stock Purchase Agreement (Mikron Instrument Co Inc)
Environmental, Health and Safety Matters. (a) The Company is and, during the five (5) years prior to the date hereof, has been, Seller and its predecessors and Affiliates have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as Without limiting the generality of the foregoing, each of Seller and its Affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on the attached Section 4.15(b) 4.20 of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company Neither Seller nor its predecessors or Affiliates has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) None of the following exists at any property or facility owned or operated by Seller: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(e) Neither Seller nor its predecessors or Affiliates has treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to Massachusetts General Laws, Chapter 21E, as amended, and the regulations thereunder, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The Company has notNeither this Agreement nor the consummation of the transactions contemplated hereunder will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Environmental, Health, and Safety Requirements.
(g) Neither Seller nor any of its predecessors or Affiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer trueHealth, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanySafety Requirements.
(h) Notwithstanding anything No facts, events or conditions relating to the contrary contained in this Agreementpast or present facilities, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties properties or operations of Seller concerning environmental mattersor any of its predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Samples: Asset Purchase Agreement (Arrhythmia Research Technology Inc /De/)
Environmental, Health and Safety Matters. (a) The Company CET-SC has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable federal and state environmental laws, rules and regulations ("Environmental Laws") applicable to CET-SC, which compliance has included obtaining the Business, Assets and complying at all times the real property where the Terminal (as defined herein) and in all material respects with all material permits required under applicable Environmental Lawsrelated facilities are located.
(b) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, CET-SC has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental Laws for the occupation of its facilities, the Company has notoperation of its Business and the Terminal, during and the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability ownership of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationAssets.
(c) The Company CET-SC has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental Laws, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to its facilities, the Terminal, the Business or the Assets arising under any Environmental Law.
(d) None of the following exists at any property or facility, including the Terminal, owned or operated by CET-SC: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(e) CET-SC has not treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility, including the Terminal (and no such property or facility which is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumLaw.
(f) The Company has notNo facts, expressly events or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person conditions relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operationspresent facilities, properties or facilities operations of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersCET-SC, including the Terminal, will prevent hinder or limit continued compliance with CERCLA, SWDA or any matters arising under other Environmental LawsLaw, give rise to any investigatory, remedial or corrective obligations pursuant to any Environmental Law, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to any Environmental Law, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Samples: Mutual Agreement (Power2ship Inc)
Environmental, Health and Safety Matters. Except as set forth on the attached Environmental Matters Schedule:
(a) The Company and each of its Subsidiaries has complied, and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, the Company and each of its Subsidiaries has notobtained, during has complied, and is in compliance with all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the five (5) years prior to occupation of its facilities and the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation operation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationits business.
(c) The Neither the Company nor any Subsidiary has not usedreceived any written or oral notice from any applicable governmental authority or third party regarding any actual or alleged violation of Environmental, Health and Safety Requirements or any liability arising under Environmental, Health and Safety Requirements, including any investigatory, remedial or corrective obligation, relating to the Company, its Subsidiaries or their facilities.
(d) To the Company's knowledge, none of the following exists at any property or facility owned or operated by the Company or its Subsidiaries:
(1) underground storage tanks, (2)asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(e) To the Company's knowledge, neither the Company nor any of its Subsidiaries, nor any of their respective predecessors or Affiliates has treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including on, under, at without limitation any hazardous substance in a manner that has given or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Lawsliabilities, including any Release of Hazardous Materials liability for response costs, corrective action costs, personal injury, property damage or Petroleumnatural resources damages, pursuant to Environmental, Health, and Safety Requirements.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Devry Inc)
Environmental, Health and Safety Matters. (a) The Company Except as set forth in Disclosure Schedule 3.26(a), Seller and its predecessors, if any, and Affiliates has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as set forth on Section 4.15(b) in Disclosure Schedule 3.26(b), without limiting the generality of the foregoing, Seller has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business. A complete list of all such permits, licenses and other authorizations is set forth in Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (iSchedule 3.26(b), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company Except as set forth in Disclosure Schedule 3.26(c), neither Seller nor its predecessors, if any, or Affiliates has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) None of the following exists at any property or facility owned or operated by Seller: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(e) Except as set forth in Disclosure Schedule 3.26(e), none of Seller or its predecessors, if any, or Affiliates has treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, or exposed any Person totransported, any Hazardous Materials or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertakenhandled, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.released
Appears in 1 contract
Environmental, Health and Safety Matters. Except as disclosed in Section 3(z) of the Disclosure Schedule:
(ai) The Company Each of the Sellers and the Subsidiaries has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, each of the Sellers and the Subsidiaries has obtained and complied with, and is in compliance with, all Permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of the Target Business; and a list of all such Permits, licenses and other authorizations is set forth on Section 4.15(b3(z)(ii) of the Seller Disclosure Schedule.
(iii) Neither Remy, Sellers nor any of the Company has notSubsidiaries have received any written, during the five or oral (5) years prior to the date hereofKnowledge of Remy or Sellers), received any written notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility alleged violation of Environmental, Health, and Safety Requirements, or Liability of the Company under Environmental Laws; any Liabilities, including any investigatory, remedial or (iii) corrective obligations, relating to any disposalthe Target Business or the Subsidiaries or their facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company None of the following exists or has not usedexisted at any property or facility currently owned or operated by the Target Business, FPP, IFS or the Subsidiaries and, to the Knowledge of Remy and Sellers: (A) underground storage tanks, (B) asbestos-containing material in any form or condition, (C) materials or equipment containing polychlorinated biphenyls, (D) landfills, surface impoundments, or disposal areas, or (E) Microbial Matter or water intrusion that could lead to the formation of Microbial Matter.
(v) Neither the Target Business, FPP, IFS nor any of the Subsidiaries have treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or exposed released any Person tosubstance, including any Hazardous Materials Material, or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such Hazardous Material or Petroleum Material) in noncompliance of any Environmental, Health and Safety Requirements so as to give rise to any material Liabilities current or future Liabilities, including any Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended (“CERCLA”), the Solid Waste Disposal Act, 42 U.S.C. Section 6901 et seq., as amended (“SWDA”), or any other Environmental, Health, and Safety Requirements.
(vi) Neither this Agreement nor the consummation of the Company transactions that are contemplated by this Agreement will result in any obligations for site investigation or material investigatoryclean up, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements.
(vii) Neither FPP, IFS nor any of the Subsidiaries have designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos, and none of such entities is or will become subject to any Asbestos Liabilities.
(viii) Neither FPP, IFS nor any of the Subsidiaries have assumed, undertaken or, to the Knowledge of Sellers or Remy, otherwise become subject to any Liability, including any obligation for corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, Health, and Safety Requirements.
(ix) No facts, events or conditions relating to the present facilities, properties or operations of FPP, IFS or the Subsidiaries will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements, including any Release relating to on-site or off-site releases or threatened releases of Hazardous Materials Materials, wastes, personal injury, property damage or Petroleumnatural resources damage.
(gx) Seller has made available FPP, IFS and the Subsidiaries have furnished to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other material environmental documents materially bearing on environmental, health relating to their or safety Liability related to the their respective predecessors’ or Affiliates’ past or current operationsproperties, properties facilities, or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which operations that are in the their possession of Seller or the Company or under the their reasonable control of Seller or the Companycontrol.
(hxi) Notwithstanding anything Neither FPP, IFS nor any of the Subsidiaries have designed, manufactured, sold, marketed, installed or distributed products or other items containing welding rods or that could result in fumes from welding rods and none of such entities is or will become subject to any Welding Rod Liability.
(xii) Neither FPP, IFS nor any of the Subsidiaries have designed, manufactured, sold, marketed, installed or distributed products or other items containing silica and none of such entities is or will become subject to any Silica Liability.
(xiii) There are no environmental Liens on any of the Real Property arising as a result of any actions taken or omitted to be taken by FPP, IFS or the Subsidiaries and, to the contrary contained Knowledge of Sellers, no actions have been taken by any Authority with respect to any of the Real Property or are in this Agreementprocess or pending, to impose an environmental Lien with respect to the representations Real Property as a result of any such actions.
(xiv) No Real Property presently or heretofore owned or operated by the Target Business, FPP, IFS or the Subsidiaries is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and warranties in this Section 4.15 are Liability Information System, both promulgated under CERCLA, or on any comparable state list, and neither Sellers nor any of the sole Subsidiaries has received any written notice of potential liability from any Person under or relating to CERCLA or any comparable state or local Law.
(xv) To the Knowledge of Sellers or Remy, no off-site location at which FPP, IFS or the Subsidiaries has disposed or arranged for the disposal of any Hazardous Materials or waste is listed on the National Priorities List or on any comparable state list and exclusive representations and warranties neither Sellers nor the Subsidiaries has received any written notice from any Person with respect to any such off-site location, of Seller concerning environmental matters, including potential or actual liability or a written request for information from any matters arising Person under Environmental Lawsor relating to CERCLA or any comparable state or local Law.
Appears in 1 contract
Samples: Asset Purchase Agreement (Remy International, Inc.)
Environmental, Health and Safety Matters. Except as set forth on Schedule 3.24,
(a) The Company is and, during the five (5) years prior to the date hereof, has been, and its predecessors and Affiliates have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, the Company has notand its Affiliates have obtained and complied with, during and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the five (5) years prior to occupation of its facilities and the date hereofoperation of its business; a list of all such permits, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, licenses and other authorizations is set forth in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationdisclosure schedules.
(c) The Company has and its predecessors or Affiliates have not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) None of the following exists at any property or facility owned or operated by the Company: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, (iv) landfills, surface impoundments, or disposal areas, or (v) soil, groundwater, surface water or indoor air contamination, by any release of any Hazardous Substance.
(e) The Company and its predecessors or Affiliates have not treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended or any other Environmental, Health, and Safety Requirements.
(f) Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements.
(g) The Company and its predecessors or material investigatoryAffiliates have not, either expressly or by operation of law, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part action, of any buildingother Person relating to Environmental, structure Health, and Safety Requirements.
(h) No facts, events or asset at conditions relating to the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) past or present facilities, properties or operations of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Person for whose conduct any of them are liabilities (whether accrued, absolute, contingent, unliquidated or may be responsible).
(eotherwise) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or Environmental, Health, and Safety Requirements, including without limitation any relating to any Hazardous Material onsite or Petroleumoffsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Streicher Mobile Fueling Inc)
Environmental, Health and Safety Matters. (ai) The Company PRCI and its respective predecessors have at all times complied and is andin compliance with all Environmental, during Health, and Safety Requirements.
(ii) Without limiting the five generality of the foregoing, PRCI has obtained and at all times complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; and a list of all such permits, licenses and other authorizations is set forth on §3(n)(ii) of the Disclosure Schedule.
(iii) PRCI, nor its respective predecessors, have received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental, Health, and Safety Requirements.
(iv) None of the following exists at the Property owned by PRCI: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, (4) groundwater monitoring xxxxx, drinking water xxxxx, or production water xxxxx, or (5) years prior to the date hereoflandfills, has beensurface impoundments, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Lawsor disposal areas.
(bv) Except as set forth on Section 4.15(b) of the Seller Disclosure ScheduleNeither PRCI, the Company nor its predecessors has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, or transported, handled, manufactured, distributed, exposed any Person person to, or released any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum such substance) so as to give rise to any material Liabilities of the Company current or material investigatoryfuture Liabilities, including any Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements.
(vii) Neither PRCI, nor its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos, and none of such entities is not or will become subject to any Action Liabilities with respect to the presence of asbestos in any product or item or in or upon any Governmental Order pursuant to Environmental Law property, premises, or relating to any Hazardous Material or Petroleumfacility.
(fviii) The Company PRCI has not, expressly or by operation of Law, not assumed, undertaken, or provided an indemnity with respect to, or otherwise become subject to any material Liability or Liability, including without limitation any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gix) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessmentsevents, audits, reports and all other documents materially bearing on environmental, health or safety Liability related conditions relating to the past or current operationspresent facilities, properties properties, or facilities operations of the Company (includingPRCI, or any of its predecessors will prevent, hinder, or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial, or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements, including without limitationlimitation any relating to on-site or off-site releases or threatened releases of, the environmental condition of the Company Real Property)or exposure to, in each case which are in the possession of Seller hazardous materials, substances or the Company wastes, personal injury, property damage or under the reasonable control of Seller or the Companynatural resources damage.
(hx) Notwithstanding anything PRCI has furnished to the contrary contained Titan all environmental audits, reports, and other material environmental documents relating to their or their predecessors’ past or current properties, facilities, or operations that are in this Agreementtheir possession, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matterscustody, including any matters arising or under Environmental Lawstheir reasonable control.
Appears in 1 contract
Samples: Property Purchase Agreement (Titan Holding Group, Inc.)
Environmental, Health and Safety Matters. (ai) The Company is and, during the five (5) years prior to the date hereof, has been, and its Affiliates have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, the Company and its Affiliates have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(b) of the Seller attached Disclosure Schedule, .
(iii) Neither the Company nor its Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from other information regarding any Governmental Authority actual or third party regarding either (i) any material alleged violation of Environmental Laws Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(iv) None of the following exists at any property or facility owned or operated by the Company; : (ii1) underground storage tanks, (2) asbestos-containing material in any allegation of any actual form or potential material responsibility condition, (3) materials or Liability equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) None of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company its Affiliates has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called "transaction-triggered" or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum"responsible property transfer" Environmental, Health, and Safety Requirements.
(fvii) The Neither the Company has notnor its Affiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company or any of its Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements (including, without limitation, the environmental condition of the Company Real Propertywhether on-site or off-site), in each case which are in the possession of Seller or the Company give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company is and, during the five (5) years prior to the date hereof, has been, Seller and its predecessors and Affiliates have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as Without limiting the generality of the foregoing, Seller and its predecessors and Affiliates have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of the Business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(b) of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (iSchedule 3.25(b), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company Neither Seller nor its predecessors or Affiliates has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) None of the following exists at any property or facility owned or operated by Seller or used or held for use in connection with the Business: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(e) Neither Seller nor its predecessors or Affiliates has treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The Company has notNeither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(g) Neither Seller nor its predecessors or Affiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer trueHealth, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanySafety Requirements.
(h) Notwithstanding anything No facts, events or conditions relating to the contrary contained in this Agreementpast or present facilities, properties or operations of the representations Seller or its predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and warranties in this Section 4.15 are the sole Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and exclusive representations Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (aA) The Company MM&S and its predecessors and Affiliates has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bB) Except as Without limiting the generality of the foregoing, MM&S and its Affiliates have obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(bthe attached "Environmental and Safety Permits Schedule."
(C) of the Seller Disclosure Schedule, the Company Neither MM&S nor its predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(cD) The Company None of the following exists at any property or facility owned or operated by MM&S: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(E) None of MM&S or its predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements.
(F) Neither this Agreement nor the consummation of the Company transaction that is the subject of this Agreement will result in any obligations for site investigation or material investigatorycleanup, corrective or remedial obligations notification to or consent of government agencies or third parties, pursuant to any of the Company under Environmental Laws. There is no asbestos contained in so-called "transaction-triggered" or forming part of any building"responsible property transfer" Environmental, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws Health, and would not give rise to any material Liabilities. Except as set forth on Section 4.15(dSafety Requirements.
(G) of the Seller Disclosure Schedule, there is not now Neither MM&S nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notAffiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gH) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company MM&S or any of its predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, without limitationabsolute, the environmental condition of the Company Real Property)contingent, in each case which are in the possession of Seller unliquidated or the Company or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (a1) The Company is and, during the five (5) years prior to the date hereofEach of Infinop and its Subsidiaries, has been, complied and is in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b2) Except as Without limiting the generality of the foregoing, each of Infinop, its Subsidiaries and their respective Affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(b4(z) of the Seller Disclosure Schedule.
(3) Neither Infinop, nor its Subsidiaries, has received any written or oral notice, report or other demand from a third party regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(4) To the Company has notKnowledge of the Principal Stockholders, during none of the five following exists at any property or facility leased by Infinop or its Subsidiaries: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(5) years prior to the date hereofNone of Infinop or its Subsidiaries, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as reasonably would be expected to give rise to Liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(e6) The Company Neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called "transaction-triggered" or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum"responsible property transfer" Environmental, Health, and Safety Requirements.
(f7) The Company has notNeither Infinop, nor its Subsidiaries, has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company ITIS has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as set forth on Section 4.15(b) of the Seller Disclosure Schedule, the Company ITIS has not, during the five (5) years prior to the date hereof, not received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability otherwise), including any investigatory, remedial or corrective obligations, relating to any of the Company them or its facilities arising under Environmental Laws; or Environmental, Health, and Safety Requirements. 13
(iii) relating to To the knowledge of ITIS, none of the following exists at any disposalproperty or facility owned or operated by ITIS: (1) underground storage tanks, release (2) asbestos-containing material in any form or threatened release ofcondition, (3) materials or equipment containing polychlorinated biphenyls, or exposure to(4) landfills, any Hazardous Materials surface impoundments, or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationdisposal areas.
(civ) The Company Neither ITIS, nor its Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance), in a manner that has given or Petroleum so as to would give rise to liabilities (including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees) pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended (“SWDA”) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Merger Agreement (San Holdings Inc)
Environmental, Health and Safety Matters. (ai) The Company is andExcept as set forth on Section 4.01(i)(i) of the Disclosure Schedule, during the five (5) years prior to the date hereof, has been, Sellers and their Affiliates have complied and are in compliance in all material respects with all applicable Environmental, Health and Safety Requirements. Except as detailed in that certain ASTM E-1527-05 Commercial Real Estate Phase One site assessment performed by Environmental LawsProperty Investigations, which compliance Inc. dated July 25, 2008 (the “Environmental Phase 1”), attached hereto as Exhibit E, and except as conveyed in that certain telephonic discussion between Purchaser, Sellers, Searchinger, and CGRS, Inc. on June 21, 2021, related to that certain upcoming site assessment to be performed beginning on July 7, 2021 by CGRS, Inc. (collectively, the “Site Assessment”), neither Seller nor any Affiliate of each Seller has included obtaining received any notice, report or other information regarding any actual or alleged violation or breach of any Environmental, Health and complying at Safety Requirement or any investigatory, remedial or corrective Liabilities. Sellers have furnished to Purchaser all times environmental audits, reports and in all material respects with all material permits required under applicable Environmental Lawsother environmental documents relating to Sellers’ past and current properties, facilities and operations.
(bii) Except To Sellers’ Knowledge, except as set forth on Section 4.15(b4.01(i)(ii) of the Seller Disclosure Schedule, as detailed in the Company has notEnvironmental Phase 1, during and as set forth in the five Site Assessment, none of the following exists at any property or facility operated by each Seller in connection with the Business: (5A) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Companyunderground storage tanks; (iiB) asbestos-containing material in any allegation of any actual form or potential material responsibility condition; (C) materials or Liability of the Company under Environmental Lawsequipment containing polychlorinated biphenyls; or (iiiD) relating to any disposallandfills, release surface impoundments or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company disposal areas. Neither Seller and their Affiliates has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onany hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum such substance) so as to give rise to any material Liabilities of the Company current or material investigatoryfuture Liabilities, including any Liability for fines, penalties, investigative costs, response costs, cleanup costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees pursuant to any Environmental, Health and Safety Requirements. Sellers have not assumed, undertaken or otherwise become subject to any Liability, including any obligation for corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth and Safety Requirements.
(giii) Seller has made available to Buyer trueExcept as detailed in the Environmental Phase 1 and set forth in the Site Assessment, complete and correct copies of all material environmental site assessmentsneither this Agreement nor any Related Agreement, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to nor the past or current operations, properties or facilities consummation of the Company (includingtransactions contemplated herein or therein, without limitationwould reasonably be expected to result in any obligation for site investigation or cleanup, the environmental condition or notification to or consent of any Governmental Authority or third parties, pursuant to any of the Company Real Property)so-called “transaction-triggered” or “responsible property transfer” Environmental, in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanyHealth and Safety Requirements.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Medicine Man Technologies, Inc.)
Environmental, Health and Safety Matters. (ai) The Company Seller has complied and is andin compliance, during the five (5) years prior to the date hereof, has been, in compliance in all material respects respects, with all applicable Environmental LawsEnvironmental, which Health, and Safety Requirements in connection with the operation of the Business.
(ii) Without limiting the generality of the foregoing, the Seller has obtained and complied with, and is in compliance has included obtaining and complying at all times and with, in all material respects with respects, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of the Business; a list of all such material permits required permits, licenses and other authorizations is set forth on the attached "Environmental and Safety Permits Schedule."
(iii) The Seller has not received any written or, to Seller's Knowledge, oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) related to or involving the Business, including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under applicable Environmental LawsEnvironmental, Health, and Safety Requirements, in each case to the extent any such violation or liability would reasonably be expected to have a material adverse effect on the Business.
(biv) Except To Seller's Knowledge, except as set forth on Section 4.15(b) Schedule 3(u)(iv), none of the following exists at any property or facility owned or operated by the Seller Disclosure Scheduleand related to or involving the Business: (1) underground storage tanks, the Company (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) To Seller's Knowledge, it has not, during in connection with the five (5) years prior to the date hereof, received any written notice, Claim ownership or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability operation of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company has not used, storedBusiness, treated, transported, manufactured, refined, handled, produced, emitted, releasedstored, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated contami- nated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company To Seller's Knowledge, neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called "transaction-triggered" or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum"responsible property transfer" Environmental, Health, and Safety Requirements.
(fvii) The Company To Seller's Knowledge, it has not, in connection with the ownership and operation of the Business, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) At all times since the commencement of the operation of the Business in 1963, the Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are been the sole and exclusive representations and warranties operator of Seller concerning environmental matters, including any matters arising under Environmental Lawsthe Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Great Lakes Acquisition Corp)
Environmental, Health and Safety Matters. (a) The Company is and, during the five (5) years prior to the date hereof, has been, Target and its respective predecessors and Affiliates have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Without limiting the generality of the foregoing, the Target and its respective Affiliates have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on the attached "Environmental and Safety Permits Schedule."
(c) Neither the Target nor its respective predecessors or Affiliates has received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements. No enforcement action has been or will be taken based on items noted during the inspection described in the Compliance Action Form from the Oregon Department of Environmental Quality dated March 31, 1997.
(d) Except as set forth on in Section 4.15(b4.25(d) of the Seller Disclosure Schedule, none of the Company has notfollowing exists at any property or facility owned or operated by the Target: (1) underground storage tanks, during the five (2) asbestos-containing material in any form or condition, (3)materials or equipment containing polychlorinated biphenyls, (4) landfills, surface impoundments, or disposal areas, or (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationlead paint.
(ce) The Company Neither the Target nor its respective predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The Company has notNeither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(g) Neither the Target nor any of its respective predecessors or Affiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer trueHealth, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanySafety Requirements.
(h) Notwithstanding anything No facts, events or conditions relating to the contrary contained in this Agreementpast or present facilities, properties or operations of the representations Target or any of its respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and warranties in this Section 4.15 are the sole Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and exclusive representations Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsliabilities relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Koala Corp /Co/)
Environmental, Health and Safety Matters. (ai) The Company To the Knowledge of any Responsible Person, Target is andin compliance with all Environmental, during Health, and Safety Requirements, except for such non-compliance as would not have a Material Adverse Effect.
(ii) Without limiting the five (5) years prior to generality of the date hereofforegoing, Target has obtained, has beencomplied, and is in compliance with, in compliance each case in all material respects with all applicable Environmental Lawsrespects, which compliance has included obtaining and complying at all times and in all material respects with permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such material permits required under applicable Environmental Lawspermits, licenses, and other authorizations is set forth on §3(x)(ii) of the Disclosure Schedule.
(biii) Target has not received any written notice, report, or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated, or otherwise), including any investigatory, remedial, or corrective obligations, relating to it or its facilities arising under Environmental, Health, and Safety Requirements the subject of which would have a Material Adverse Effect.
(iv) Except as set forth on Section 4.15(b§3(x)(iv) of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation Knowledge of any actual or potential material responsibility or Liability Responsible Person, none of the Company under Environmental Laws; following exists at any property or facility leased or operated by Target: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (iii4) relating to any disposallandfills, release or threatened release ofsurface impoundments, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationdisposal areas.
(cv) The Company Target has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to material liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (amended or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company To the Knowledge of any Responsible Person, neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called “transaction-triggered” or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum“responsible property transfer” Environmental, Health, and Safety Requirements.
(fvii) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(gThis §3(x) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are contains the sole and exclusive representations and warranties of Seller concerning environmental Target and HUB with respect to any environmental, health or safety matters, including any matters arising under Environmental Lawsany Environmental, Health and Safety Requirements.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company is andExcept as set forth in Section 3.25 of the Disclosure Schedule, during the five (5) years prior to the date hereofKnowledge of each of the Members, has been, in compliance the Company and each Subsidiary:
3.25.1 have complied in all material respects and are in material compliance with all applicable Environmental Lawsfederal, which compliance has included obtaining state, local and complying foreign statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, as now in effect (collectively, “Environmental, Health and Safety Requirements”);
3.25.2 have obtained, and at all times have complied and are in compliance with, all material respects with all material permits Permits currently required under applicable Environmental Laws.
(b) Except as set forth on Section 4.15(b) pursuant to Environmental, Health, and Safety Requirements for the operation of the Seller Disclosure Schedule, Company and the Company Subsidiaries;
3.25.3 has not, during the five (5) years prior to the date hereof, not received any written noticeor verbal, Claim notice or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.Safety Requirements; and
(c) The Company 3.25.4 has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance), in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended (“SWDA”) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Adex Media, Inc.)
Environmental, Health and Safety Matters. (a) The Sellers have made available to Purchaser complete and correct copies, either in paper or electronic form, of all material environmental audits, assessments, investigations, studies, reports, data and other information, including but not limited to Phase I and Phase II environmental studies, with respect to any real property currently owned, operated or leased by, or utilized in the business of the Acquired Companies or any Previously-owned Land and Buildings within their possession or control (the "Environmental Assessments"). Each of the Environmental Assessments is listed in Section 3.14(a) of the Seller Disclosure Schedule.
(b) Except as set forth in the Environmental Assessments, and except as would not have a Material Adverse Effect:
(i) Since January 1, 2005, the business of the Acquired Companies is, and has been, in material compliance with all applicable Environmental Laws.
(ii) There is no Proceeding relating to or arising under Environmental Laws that is pending or, to the Sellers' Knowledge, threatened against or affecting the business of the Acquired Companies or any real property currently or formerly owned, operated or leased by or utilized in the business of the Acquired Companies (in the case of a formerly owned, operated, leased or utilized property to which an Acquired Company has been named a party), and to the Knowledge of the Sellers, no facts, circumstances or conditions exist that would reasonably be expected to form the basis of any such Proceeding.
(iii) Since January 1, 2005, none of the Acquired Companies have received written notice from any Governmental Entity or any other Person of any actual or threatened Environmental Liabilities with respect to the business of the Company or any real property currently or formerly owned, operated or leased by or utilized in the business of the Company or its Subsidiaries, including third-party owned or operated real property at which Hazardous Materials from the business have been or are alleged to have been taken.
(iv) None of the Acquired Companies have assumed, by Contract or operation of law, any Environmental Liabilities of a third party.
(v) Each of the Acquired Companies has obtained, and currently maintains, as applicable, all material Environmental Permits for its operations. Each of the Acquired Companies has fulfilled and performed all material obligations under each of its Environmental Permits and to the Knowledge of the Sellers, no event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Environmental Permit, or, after notice or lapse of time or both, would permit revocation or termination of any such Environmental Permit, or that might adversely affect the rights of the Acquired Companies under any such Environmental Permit. The Acquired Companies have not received written notice that there is andlacking any material Environmental Permit for the conduct of their business. Neither the execution and delivery of this Agreement by the Acquired Companies, nor the consummation by the parties of the actions contemplated by this Agreement, nor compliance by the Acquired Companies with any of the provisions herein, will result in the termination or revocation of, or a right of termination or cancellation under, any material Environmental Permit necessary for the continued operation of the Acquired Companies' business.
(vi) To the Knowledge of the Sellers, no Company Property contains and during the ownership, operation, leasing or utilization in the business of the Acquired Companies no Previously-owned Land and Buildings contained any Hazardous Materials in, at, on, over, under, or emanating from such real property in concentrations which would presently violate any applicable Environmental Law or would be reasonably likely to result in the imposition of Liability on the Acquired Companies under any applicable Environmental Law, including any Liability for the assessment, investigation, corrective action, remediation, removal, monitoring or reporting on the presence of such Hazardous Materials in, at, on, over, under, or emanating from such real property.
(vii) To the Knowledge of the Sellers, there has not been during the ownership, operation, leasing, or utilization in the business of the Acquired Companies of any Company Property or Previously-owned Land and Buildings: (A) any underground storage tanks, above-ground storage tanks, dikes, ponds, lagoons or impoundments, (B) any friable asbestos or asbestos-containing materials, (C) any polychlorinated biphenyls or (D) any radioactive substances.
(viii) During the five (5) years prior to the Closing Date, no Products manufactured by the Acquired Companies have contained any asbestos or asbestos- containing materials other than any asbestos or asbestos-containing materials included in any components manufactured by third parties that have been incorporated into the Products by the Acquired Companies. During the five (5) years prior to the date hereofof this Agreement, has beento the Knowledge of the Sellers, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Lawsnone of the components manufactured by third parties that have been incorporated into the Products by the Acquired Companies have contained any asbestos or asbestos-containing materials.
(bc) Except as set forth on Section 4.15(b3.14(c) of the Seller Disclosure ScheduleSchedule provides a complete list of all current, the Company has notand applications for pending, during the five (5) years prior material Permits related to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by used or to be used in the Company; (ii) any allegation of any actual or potential material responsibility or Liability conduct of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company has not used, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, or exposed any Person to, any Hazardous Materials or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities business of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Acquired Companies.
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Laws.
(b) Except as set forth on Section 4.15(b4(z) of the Seller Disclosure Schedule:
(i) Target and its predecessors and Affiliates have complied and are in compliance with all Environmental, Health, and Safety Requirements.
(ii) Without limiting the Company generality of the foregoing, Target and its Affiliates have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business; a list of all such permits, licenses and other authorizations is set forth on Section 4(z)(ii) of the Disclosure Schedule.
(iii) Neither Target nor its predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential material responsibility Liabilities, including any investigatory, remedial or Liability of the Company under Environmental Laws; or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company has not usedNone of the following exists at any property or facility owned or operated by Target: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) Neither Target nor its predecessors or Affiliates have treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to Liabilities, including any material Liabilities of the Company or material investigatoryLiability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended (“SWDA”) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called “transaction-triggered” or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum“responsible property transfer” Environmental, Health, and Safety Requirements.
(fvii) The Company has notNeither Target nor its predecessors or Affiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company (includingTarget or its predecessors or Affiliates will prevent, without limitationhinder or limit continued compliance with Environmental, the environmental condition of the Company Real Property)Health, in each case which are in the possession of Seller and Safety Requirements, give rise to any investigatory, remedial or the Company corrective obligations pursuant to Environmental, Health, and Safety Requirements, or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything give rise to the contrary contained in this Agreementany other Liabilities pursuant to Environmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company is and, during Each of the five (5) years prior to the date hereof, Companies has been, complied and 1s in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Without limiting the generality of the foregoing, each of the Companies has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Schedule 4(y)(ii).
(iii) Except as set forth on Section 4.15(b) Schedule 4(y)(iii), none of the Seller Disclosure Schedule, the Company Companies has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company Except as set forth on Schedule 4(y)(iv), to Seller's Knowledge, none of the following exists at any property or facility leased, owned or operated by any of the Companies: (A) underground storage tanks, (B) asbestos-containing material in any form or condition, (C) materials or equipment containing polychlorinated biphenyls, or (D) landfills, surface impoundments, or disposal areas.
(v) Except as set forth on Schedule 4(y)(v), to Seller's Knowledge, none of the Companies, or their respective predecessors has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company To Seller's Knowledge, neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called "transaction-triggered" or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum"responsible property transfer" Environmental, Health, and Safety Requirements.
(fvii) The Company has notTo Seller's Knowledge, none of the Companies has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available Except as set forth on Schedule 4(y)(viii), to Buyer trueSeller's Knowledge, complete and correct copies of all material environmental site assessmentsno facts, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of any of the Company Companies or any of their respective predecessors will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, without limitationabsolute, the environmental condition of the Company Real Property)contingent, in each case which are in the possession of Seller unliquidated or the Company or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company Each of the Target and its predecessors and Affiliates has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, each of the Target and its Affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business and a list of all such permits, licenses and other authorizations is set forth on Section 4.15(bthe attached "Environmental and Safety Permits Schedule."
(iii) of Neither the Seller Disclosure Schedule, the Company Target nor its predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company None of the following exists at any property or facility owned or operated by the Target: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) None of the Target or its predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements.
(vi) Neither this Agreement nor the consummation of the Company transaction that is the subject of this Agreement will result in any obligations for site investigation or material investigatorycleanup, corrective or remedial obligations notification to or consent of government agencies or third parties, pursuant to any of the Company under Environmental Laws. There is no asbestos contained in so-called "transaction-triggered" or forming part of any building"responsible property transfer" Environmental, structure or asset at Health, and Safety Requirements.
(vii) Neither the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now Target nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notAffiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company Target or any of its predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, without limitationabsolute, the environmental condition of the Company Real Property)contingent, in each case which are in the possession of Seller unliquidated or the Company or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company Seller is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, Health, and Safety Requirements, except for such noncompliance which compliance has included obtaining and complying at all times and would not, individually or in all material respects with all material permits required under applicable Environmental Lawsthe aggregate, have a Material Adverse Effect.
(bii) Except as Without limiting the generality of the foregoing, the Seller is in compliance with all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(b) of the Seller Disclosure attached "Environmental and Safety Permits Schedule", the Company has except for such noncompliance which would not, during individually or in the five aggregate, have a Material Adverse Effect.
(5iii) years prior to the date hereof, The Seller has not received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential material responsibility Liabilities, including any investigatory, remedial or Liability corrective obligations, relating to it or its facilities arising under Environmental, Health, and Safety Requirements.
(iv) To the Knowledge of the Company under Environmental LawsSeller, none of the following exists at any property or facility owned or operated by the Seller: (1) underground storage tanks; (2) asbestos-containing material in any form or condition; (3) materials or equipment containing polychlorinated biphenyls; or (iii4) relating to any disposallandfills, release or threatened release ofsurface impoundments, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationdisposal areas.
(cv) The Company Seller has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to Liabilities, including any material Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended ("SWDA"), or any other Environmental, Health, and Safety Requirements, except for such Liabilities which would not, individually or in the aggregate, have a Material Adverse Effect.
(vi) Neither this Agreement nor the consummation of the Company transaction that is the subject of this Agreement will result in any obligations for site investigation or material investigatorycleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(vii) The Seller has not, either expressly or, to the Knowledge of the Seller, by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueTo the Knowledge of the Seller, complete and correct copies of all material environmental site assessmentsno facts, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company (includingSeller will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements, including without limitationlimitation any relating to onsite or offsite releases or threatened releases of hazardous materials, the environmental condition of the Company Real Property)substances or wastes, in each case personal injury, property damage or natural resources damage, except for such Liabilities which are would not, individually or in the possession of Seller or the Company or under the reasonable control of Seller or the Companyaggregate, have a Material Adverse Effect.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, the Company has notobtained and complied with, during and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the five (5) years prior to occupation of its facilities, the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation operation of Environmental Laws by its business and the Company; (ii) any allegation of any actual or potential material responsibility or Liability performance of the Company under Environmental Lawsrelevant federal government contracts; or (iii) relating to any disposala list of all such permits, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (ilicenses and other authorizations is set forth on Schedule 3.20(b), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The None of the Company or its respective predecessors or Affiliates has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) To the Company's Knowledge, none of the following exists at any property or facility owned or operated by the Company: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(e) None of the Company or its respective predecessors or Affiliates has treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to Liabilities, including any material Liabilities Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements.
(f) Neither this Agreement nor the consummation of the Company transaction that is the subject of this Agreement will result in any obligations for site investigation or material investigatorycleanup, corrective or remedial obligations notification to or consent of government agencies or third parties, pursuant to any of the Company under Environmental Laws. There is no asbestos contained in so-called "transaction-triggered" or forming part "responsible property transfer" Environmental, Health, and Safety Requirements.
(g) None of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its their respective predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notAffiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer trueHealth, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanySafety Requirements.
(h) Notwithstanding anything No facts, events or conditions of which the Company has Knowledge relating to the contrary contained in this Agreementpast or present facilities, properties or operations of the representations Company or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and warranties in this Section 4.15 are the sole Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and exclusive representations Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Samples: Stock Purchase Agreement (SCB Computer Technology Inc)
Environmental, Health and Safety Matters. (a) The Company is andEach of B2B, during the five (5) years prior to the date hereofits Subsidiaries, has beenand their respective predecessors and Affiliates has, in material respects, complied and is in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Laws.
(b) Except as Without limiting the generality of Section 3.27(a), each of B2B, --------------- its Subsidiaries and their respective Affiliates has obtained, has complied with, and is in compliance with, all material Licenses and other material authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of its business. A list of all such Licenses and other authorizations is set forth on Section 4.15(bin Schedule 3.27(b). ----------------
(c) Neither B2B, its Subsidiaries, nor any of the Seller Disclosure Schedule, the Company their respective predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from other information regarding any Governmental Authority actual or third party regarding either alleged violation of Environmental Laws, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental Laws.
(d) None of the following exists at any property or facility owned or operated by B2B or its Subsidiaries: (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i)underground storage tanks, (ii) asbestos containing materials in any form or condition (except as permitted by and in accordance with Law), (iii) abovematerials or equipment containing polychlorinated biphenyls, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationor (iv) landfills, surface impoundments, or disposal areas.
(ce) The Company None of B2B, its Subsidiaries, or their respective predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onany hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to Liabilities, including any material Liabilities of the Company or material investigatoryLiability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumLaws.
(f) The Company has notTo the Knowledge of B2B, neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or Consent of government agencies or third parties, pursuant to any of the so- called "transaction-triggered" or "responsible property transfer" Environmental Laws.
(g) Neither B2B, its Subsidiaries, nor any of their respective predecessors or Affiliates has, either expressly or by operation of Law, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything No facts, events or conditions relating to the contrary contained in this Agreementpast or present facilities, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties properties or operations of Seller concerning environmental mattersB2B, its Subsidiaries, or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental Laws, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental Laws, or give rise to any other Liabilities pursuant to Environmental Laws, including any matters arising under Environmental Lawsrelating to onsite or offsite releases or Threatened Releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Samples: Merger Agreement (B2bstores Com Inc)
Environmental, Health and Safety Matters. (a) The Company has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) The Company has obtained, has complied with, and is in compliance with all Permits that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business. A list of all such Permits is set forth in Schedule 4.26(b). Except as set forth on Section 4.15(b) of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (iSchedule 4.26(b), (ii) or (iii) abovesuch Permits are in full force and effect, with regard to matters that have been fully free from Breach, and finally resolved prior to the date hereof without future obligationTransactions will not adversely affect them.
(c) The Company has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any Liabilities, including any investigatory, remedial, or corrective Liabilities, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) Except as listed on Schedule 4.26(d), none of the following exists at any property or facility currently or previously owned or operated (whether by fee interest, leasehold interest, or otherwise) by the Company: (i) under or above-ground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(e) The Company has not treated, recycled, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed Released any Person tosubstance, including any Hazardous Materials Materials, or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to any material Liabilities of the Company or material investigatoryDamages, including any Damages for response costs, corrective action costs, personal injury, property damage, or remedial obligations natural resources damages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct Environmental, Health, and Safety Requirements. For this section "Hazardous Materials" means any of them are substance, pollutant, contaminant, material, or may be responsible).
(e) The Company is not waste, or combination thereof, whether solid, liquid, or gaseous in nature, subject to regulation, investigation, control, or remediation under any Action or any Governmental Order pursuant to Environmental, Health, and Safety Requirement, including the Comprehensive Environmental Law or relating to any Hazardous Material or PetroleumResponse, Compensation and Liability Act, the Solid Waste Disposal Act, and the Resource Conservation and Recovery Act.
(f) The Transactions will not result in any Liabilities for site investigation or cleanup, or require the Consent of any Person, pursuant to any Environmental, Health, and Safety Requirements including any so-called "transaction-triggered" or "responsible property transfer" requirements.
(g) The Company has not, either expressly or by operation of Law, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer trueHealth, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanySafety Requirements.
(h) Notwithstanding anything No facts, events or conditions relating to the contrary contained in this Agreementpast or present facilities, properties or operations of the representations Company will prevent, hinder or limit continued compliance with Environmental, Health, and warranties in this Section 4.15 are the sole Safety Requirements, give rise to any Damages or any other Liabilities under Environmental, Health, and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental LawsSafety Requirements.
Appears in 1 contract
Environmental, Health and Safety Matters. With respect to the Acquired Assets;
(ai) The Company is andSeller, during the five (5) years prior to the date hereof, has been, and its respective Affiliates have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, the Seller and its respective Affiliates have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its Facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(bthe Disclosure Schedule 3(z).
(iii) of Neither the Seller Disclosure ScheduleSeller, the Company nor its Affiliates has not, during the five (5) years prior to the date hereof, received any written notice, Claim report or report from other information (including employee or third-party complaints or threats) regarding any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) Environmental, Health, and Safety Requirements, or any allegation of any actual liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its Facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company To the Knowledge of Seller, none of the following exists at any property or facility owned or operated by the Seller: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) Neither the Seller, nor its Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed any Person to, released any Hazardous Materials , or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is in a manner that has given or has been contaminated by any Hazardous Material or Petroleum so as to would give rise to liabilities, including any material Liabilities liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to CERCLA, the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements as they exist as of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(dEffective Date.
(vi) of Neither the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notAffiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gvii) Seller has made available to Buyer trueTo the Knowledge of Seller, complete and correct copies of all material environmental site assessmentsno facts, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent Facilities, properties or facilities operations of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company any of its respective predecessors will prevent, hinder or under the reasonable control of Seller limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or the Company.
corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (hwhether accrued, absolute, contingent, unliquidated or otherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Samples: Asset Purchase Agreement (Buckeye Technologies Inc)
Environmental, Health and Safety Matters. (ai) The Company is and, during the five (5) years prior to the date hereof, has been, in compliance IPP in all material respects respects, has complied with and is in compliance with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, IPP has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the Company occupation of its facilities and the operation of its business.
(iii) IPP has not, during the five (5) years prior to the date hereof, not received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential material responsibility Liabilities, including any investigatory, remedial or Liability of the Company under Environmental Laws; or (iii) corrective obligations, relating to any disposalIPP or the Acquired Assets arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company None of the following exists at any property or facility operated by IPP: (A) underground storage tanks, (B) asbestos-containing material in any form or condition, (C) materials or equipment containing polychlorinated biphenyls, or (D) landfills, surface impoundments, or disposal areas.
(v) Neither Seller has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called "transaction- triggered" or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum"responsible property transfer" Environmental, Health, and Safety Requirements.
(fvii) The Company IPP has not, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person person or entity relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company IPP will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, without limitationabsolute, the environmental condition of the Company Real Property)contingent, in each case which are in the possession of Seller unliquidated or the Company or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company Except as set forth on Schedule 4.27(a), Seller has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as set forth on Section 4.15(b) Schedule 4.27(b), Seller has obtained, has complied, and is in compliance with, in each case in all respects, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of the Seller Disclosure ScheduleWater System; and a list of all such material permits, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (ilicenses and other authorizations is set forth on Schedule 4.27(b), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company Seller has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental, Health, and Safety Requirements.
(d) Except as set forth on Schedule 4.27(d), none of the following exists at any property or facility owned or operated by Seller: (i) underground storage tanks, (ii) asbestos-containing material in any friable and damaged form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(e) Except as set forth on Schedule 4.27(e), Seller has not treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onany hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum such substance) so as to give rise to any current or future material Liabilities of the Company or Liabilities, including any material investigatoryLiability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingattorneys' fees, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise pursuant to any material Liabilities. Environmental, Health, and Safety Requirements.
(f) Except as set forth on Section 4.15(d) Schedule 4.27(f), neither this Agreement nor the consummation of the Seller Disclosure ScheduleContemplated Transactions will result in any obligations for site investigation or cleanup, there is not now nor has there ever been any asbestos or mercury contained in notification to or forming part consent of any products currently government agencies or previously manufacturedthird parties, distributed or sold by the Company or pursuant to any of its predecessors (the so-called "transaction-triggered" or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not"responsible property transfer" Environmental, expressly or by operation of LawHealth, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleumand Safety Requirements.
(g) Seller has made available not designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos, and none of such entities are or will become subject to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Companyany Asbestos Liabilities.
(h) Notwithstanding anything Seller has furnished to Purchaser all environmental audits, reports, and other material environmental documents and correspondence from any Governmental Authority relating to Seller's or any of Seller's predecessor's past or current properties, facilities, or operations which are in their possession or under their reasonable control and any such environmental audits, reports, and other material environmental documents and correspondence that it has conducted, prepared or received during the contrary contained in this Agreementlast two (2) years. Schedule 4.27(h) lists each of the environmental audits, the representations reports, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning other material environmental matters, including any matters arising under Environmental Lawsdocuments that have been delivered to Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (SJW Corp)
Environmental, Health and Safety Matters. To the Sellers’ Knowledge:
(ai) The Company Each of the Target, its Subsidiaries, and their respective predecessors has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, the Target and its Subsidiaries has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(bthe attached Schedule 4(z).
(iii) of Neither the Seller Disclosure ScheduleTarget, the Company its Subsidiaries, nor their respective predecessors has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company None of the following exists at any property or facility owned or operated by the Target or its Subsidiaries: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) None of the Target, its Subsidiaries, or their respective predecessors has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called "transaction-triggered" or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum"responsible property transfer" Environmental, Health, and Safety Requirements.
(fvii) The Company has notNeither the Target, its Subsidiaries, nor any of their respective predecessors has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company Target, its Subsidiaries, or any of their respective predecessors will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, without limitationabsolute, the environmental condition of the Company Real Property)contingent, in each case which are in the possession of Seller unliquidated or the Company or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company is andhas duly complied with, during and all the five real estate owned or leased by it either currently or in the past three years (5hereinafter referred to collectively as the “Premises”) years prior to the date hereof, has been, are in compliance in all material respects with with, the provisions of all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as set forth on Section 4.15(b) of the Seller Disclosure Schedule, the The Company has notbeen issued and has maintained in all material respects all required federal, during the five (5) years prior state and local permits, licenses, certificates and approvals relating to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i)air emissions, (ii) discharges to surface water or ground water, (iii) abovenoise emissions, with regard (iv) solid or liquid waste disposal, (v) the use, generation, storage, transportation or disposal of toxic or hazardous substances or wastes (intended hereby and hereafter to matters that have been fully include any and finally resolved prior to the date hereof without future obligationall such materials listed in any federal, state or local Law as hazardous or potentially hazardous), or (vi) other environmental, health and safety matters.
(c) The Company has not used, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed received notice of, arranged for or permitted nor does the disposal of, or exposed Company have Knowledge of any Person tofacts that might constitute, any Hazardous Materials violation of any Environmental, Health and Safety Requirements that relate to the use, ownership or Petroleumoccupancy of any of the Premises, including onand, underto the Knowledge of the Company, at or from the Company Real Propertyis not in violation of any covenants, except in compliance in all material respects with applicable Environmental Law and as would not give rise to conditions, easements, rights‑ of‑ way or restrictions affecting any material Liability of the Premises or material investigatory, corrective or remedial obligation pursuant to any Environmental Lawrights appurtenant thereto.
(d) The Except in accordance with a valid governmental permit, license, certificate or approval, the Company does not own or operate any property or facility and has not previously owned caused or operated allowed any property emission, spill, release or facility which is discharge into or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of upon (i) the Company or material investigatoryair, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d(ii) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company soils or any of its predecessors improvements located thereon, (iii) surface water or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notground water, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.or
Appears in 1 contract
Samples: Merger Agreement
Environmental, Health and Safety Matters. (a) The Company is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Laws.
(b) Except as set forth on in Section 4.15(b) 3.17 of the Seller Company Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation each of Environmental Laws by the CompanyCompany and its Subsidiaries is in compliance with all Environmental, Health and Safety Requirements in connection with the ownership, use, maintenance or operation of its business or assets or properties; (ii) the Company and its subsidiaries have and are in material compliance with all permits necessary for the use, maintenance, or operation of its business or assets or properties; (iii) there are no pending, or to the Knowledge of the Company, threatened allegations by any allegation of any actual Person that the properties or potential material responsibility or Liability assets of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release ofof its Subsidiaries are not, or exposure tothat its business has not been conducted, any Hazardous Materials or Petroleum for which in compliance with all Environmental, Health and Safety Requirements; (iv) neither the Company nor any of its Subsidiaries has potential Liability except, received any notice or other communication (in the case of either (i), (iiwriting or otherwise) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company has not used, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, or exposed any Person to, any Hazardous Materials or Petroleum, including on, under, at or from alleges that the Company Real Property, except or any of its Subsidiaries is not in compliance in all material respects with applicable Environmental Law any permit or Environmental, Health, and as Safety Requirement; (v) none of the Company nor any of its Subsidiaries has retained or assumed any Liability of any other Person under any Environmental, Health and Safety Requirements; (vi) there are no past or present facts, circumstances of conditions that would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as reasonably be expected to give rise to any material Liabilities Liability of the Company or material investigatoryany of its Subsidiaries with respect to Environmental, corrective or remedial obligations Health and Safety Requirements; (vii) to the Knowledge of the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingCompany, structure or asset at the Company Real Property except for such material all property that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleowned, there is not now nor has there ever been any asbestos used, leased to, or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold controlled by the Company or any of its predecessors (or any other Person for whose conduct any Subsidiaries and all surface water, groundwater, and soil associated with such property is free of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
material environmental contamination of any nature; and (fviii) The Company there has notbeen no release of Hazardous Material in, expressly or by operation of Lawon, assumed, undertakenabove, or provided an indemnity with respect to under any material Liability property owned, used, leased to, or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of controlled by the Company (includingincluding waste disposal sites) except in material compliance with Environmental, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanyHealth and Safety Requirements.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Merger Agreement (Compass Group Diversified Holdings LLC)
Environmental, Health and Safety Matters. (a) The Company is and, during the five (5) years prior to the date hereof, has been, Almo and Sellers have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and Safety Requirements except where the failure to comply does not result in all a material respects with all material permits required under applicable Environmental Lawsadverse effect on the Business.
(b) Without limiting the generality of the foregoing, Almo and Sellers have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements (as defined below) for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on the attached Schedule 3.15 except where the failure to comply does not result in a material adverse effect on the Business.
(c) Almo and Sellers have not received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) Except as set forth on Section 4.15(b) Schedule 3.15, to Almo and the Sellers' knowledge, none of the Seller Disclosure Schedulefollowing exists at any property or facility owned or operated by Almo or Sellers:
(1) underground storage tanks, the Company has not(2) asbestos-containing material in any form or condition, during the five (53) years prior to the date hereofmaterials or equipment containing polychlorinated biphenyls, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii4) relating to any disposallandfills, release or threatened release ofsurface impoundments, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationdisposal areas.
(ce) The Company has Except as set forth on Schedule 3.15, Almo and Sellers have not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is in a manner that has given or has been contaminated by any Hazardous Material or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The Company has notNeither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(g) Almo and Sellers have not either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer trueHealth, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanySafety Requirements.
(h) Notwithstanding anything No facts, events or conditions involving Almo or the Sellers and relating to the contrary contained in this Agreementpast or present facilities, properties or operations of Almo or the representations Sellers will prevent, hinder or limit continued compliance with Environmental, Health, and warranties in Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
(a) Environmental, Health, and Safety Requirements" shall mean for purposes of this Section 4.15 are 3.15 all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the sole force or effect of law, all judicial and exclusive representations administrative orders and warranties determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of Seller concerning environmental mattersthe environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any matters arising under Environmental Lawshazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in effect.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company is andRSS, during the five (5) years prior to the date hereof, has beenand its predecessors have complied and are in compliance, in compliance each case in all material respects respects, with all applicable Environmental LawsEnvironmental, which Health, and Safety Requirements.
(ii) Without limiting the generality of the foregoing, RSS has obtained, has complied, and is in compliance has included obtaining and complying at all times and with, in each case in all material respects with respects, all material permits permits, licenses and other authorizations that are required under applicable Environmental Lawspursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such material permits, licenses and other authorizations is set forth on Section 3(w)(ii) of the Disclosure Schedule.
(biii) RSS has not received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to its facilities arising under Environmental, Health, and Safety Requirements.
(iv) Except as set forth on Section 4.15(b3(w)(iv) of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability none of the Company under Environmental Laws; following exists at any property or facility owned or operated by RSS: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (iii4) relating to any disposallandfills, release or threatened release ofsurface impoundments, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationdisposal areas.
(cv) The Company Neither RSS, nor any of its predecessors has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to material liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (amended or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (includingso-called "transaction-triggered" or "responsible property transfer" Environmental, without limitationHealth, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Companyand Safety Requirements.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Herley Industries Inc /New)
Environmental, Health and Safety Matters. Except as otherwise set forth on Schedule 5.15:
(a) The Company is and, during the five (5) years prior With respect to the date hereofBusiness and the Business Locations, has beenthe Seller has, to Seller’s Knowledge, at all times complied with, and is in compliance in with, all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times with, all Licenses and in Permits and other authorizations required pursuant to Environmental Laws for the occupation of the Business Locations, and operation of the Business; a list of all material respects with all material permits required under applicable Environmental Lawssuch Licenses and Permits, and other authorizations is set forth on Schedule 5.15.
(b) Except as set forth on Section 4.15(b) of Neither the Seller Disclosure Schedule, nor the Company has not, during the five (5) years prior to the date hereof, Seller Members have received any written or oral notice, Claim report or report from other information regarding any Governmental Authority actual, alleged, or third party regarding either (i) any material threatened violation of Environmental Laws by the Company; (ii) Laws, or any allegation of any actual Liabilities or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationLiabilities.
(c) The Company To Seller’s Knowledge, with respect to the Business and the Business Locations, none of the following exists at any property or facility owned, leased, or operated by the Business and/or the Seller: (i) underground or aboveground storage tanks, (ii) asbestos containing material (including, but not limited to, asbestos in friable or damaged condition), (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(d) With respect to the Business and the Business Locations, neither the Business nor the Seller has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, released or exposed any Person toto any substance, including, without limitation, any Hazardous Materials Materials, or Petroleumowned, including onleased, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law operated any property or facility (and no such property or facility is contaminated by any such substance) so as would not to give rise to any material Liability Liabilities (contingent or material investigatoryotherwise), including any Liabilities for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, or any investigative, corrective or remedial obligations.
(e) To Seller’s Knowledge, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligation for site investigation or cleanup, or notification to, or consent of, Governmental Authorities or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental Laws.
(f) Neither the Business nor the Seller have, either expressly or by operation of law, assumed or undertaken any Liability, including, without limitation, any obligation for corrective or remedial action, of any other Person pursuant to any Environmental Law.
(dg) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to provided the Buyer true, complete and correct with copies of all material environmental site assessments, audits, assessments and reports and all other documents materially bearing on environmental, health environmental or safety Liability related to matters, for or about the past Assets or current operations, properties or facilities of at the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company possession, custody, or under the reasonable control of Seller or the CompanySeller; a list of all copies provided is set forth on Schedule 5.15.
(h) Notwithstanding anything to Neither the contrary contained Business nor the Seller have manufactured, produced or sold any asbestos-containing material in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Lawsform or condition.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Laws.
(bi) Except as set forth on identified in Section 4.15(b3(q)(i) of the Seller Disclosure Schedule, the Company has notDivision and all of its operations are, during and have been for the five (5) years prior preceding three years, in material compliance with all Environmental, Health, and Safety Requirements, except for such noncompliance as would not be material to the date hereofoperation of the Division. The Solo Parties have all material permits and authorizations required under or pursuant to Environmental, Health, and Safety Requirements, and have operated the Division since February 22, 2004 in material compliance with all such permits and authorizations.
(ii) Except as identified in Section 3(q)(ii) of the Disclosure Schedule, the Solo Parties have not received any written notice, Claim suit, claim, proceeding, report, or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability violation of Environmental, Health, and Safety Requirements with respect to the current or, to the Knowledge of the Company Solo Parties, former operations of the Division, or regarding any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated, or otherwise), including liabilities relating to any investigatory, remedial, or corrective obligations, relating to the operation of the Division or the Division Real Property arising under Environmental Laws; or Environmental, Health, and Safety Requirements, which would be material to the Division.
(iii) relating Except as identified in Section 3(q)(iii) of the Disclosure Schedule, to the Knowledge of the Solo Parties, no release, spill, escape, or disposal of any toxic, hazardous, or dangerous substance has occurred on or from any Division Real Property in a manner that could be reasonably anticipated to require any investigation or remedial action under or pursuant to any disposalEnvironmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirement.
(civ) The Company has not used, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, or exposed any Person to, any Hazardous Materials or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(dThis Section 3(q) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are contains the sole and exclusive representations and warranties of Seller concerning environmental the Solo Parties with respect to any environmental, health, or safety matters, including without limitation any matters arising under Environmental Lawsany Environmental, Health, and Safety Requirements.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining Each of Target and complying its predecessors and Affiliates have at all times complied and are in all material respects compliance with all material permits required under applicable Environmental LawsEnvironmental, Health, and Safety Requirements.
(bii) Except as Without limiting the generality of the foregoing, each of Target and its Affiliates have obtained and at all times complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business; and a list of all such permits, licenses and other authorizations is set forth on Section 4.15(b4.1(z) of the Seller Disclosure Schedule.
(iii) Neither Target, nor its predecessors or Affiliates has received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental, Health, and Safety Requirements.
(iv) To the Company has notKnowledge of Sellers, during none of the five following exists at any property or facility owned or operated by Target: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, (4) groundwater monitoring xxxxx, drinking water xxxxx, or production water xxxxx, or (5) years prior to the date hereoflandfills, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release ofsurface impoundments, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationdisposal areas.
(cv) The Company Neither Target, nor its predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, or transported, handled, manufactured, distributed, exposed any Person person to, or released any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum such substance) so as to give rise to any material Liabilities of the Company current or material investigatoryfuture Liabilities, including any Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorneys' fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(vii) Neither Target, nor its predecessors or Affiliates have designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos, and none of such entities is not or will become subject to any Action Liabilities with respect to the presence of asbestos in any product or item or in or upon any Governmental Order pursuant to Environmental Law property, premises, or relating to any Hazardous Material or Petroleumfacility.
(fviii) The Company Target has not, expressly or by operation of Law, not assumed, undertaken, or provided an indemnity with respect to to, or otherwise become subject to, any material Liability or Liability, including without limitation any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gix) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessmentsevents, audits, reports and all other documents materially bearing on environmental, health or safety Liability related conditions relating to the past or current operationspresent facilities, properties properties, or facilities operations of the Company (includingTarget, or its predecessors or Affiliates will prevent, hinder, or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial, or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements, including without limitationlimitation any relating to on-site or off-site releases or threatened releases of, the environmental condition of the Company Real Property)or exposure to, in each case which are in the possession of Seller hazardous materials, substances or the Company wastes, personal injury, property damage or under the reasonable control of Seller or the Companynatural resources damage.
(hx) Notwithstanding anything Sellers and Target have furnished to the contrary contained Buyer all environmental audits, reports, and other material environmental documents relating to Target's and its predecessors' or Affiliates' past or current properties, facilities, or operations that are in this Agreementtheir possession, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matterscustody, including any matters arising or under Environmental Lawstheir reasonable control.
Appears in 1 contract
Environmental, Health and Safety Matters. In respect of any activities by MHE or its Affiliates in connection with the Concessions:
(ai) The Company MHE and its Affiliates has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, MHE and each of its Affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for use and development of the Company Concessions, including but not limited to exploration, mining and mineral extraction, and disposal of materiel excavated from the Real Property appurtenant thereto.
(iii) Neither MHE, nor any of its Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential material responsibility Liabilities, including any investigatory, remedial or Liability of the Company under Environmental Laws; or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company None of the following exists at any property or facility used or accessed in connection with the Concessions: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) Neither MHE, nor any of its Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to Liabilities, including any material Liabilities Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental, Health, and Safety Requirements.
(vi) Neither this Agreement nor the consummation of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material transaction that is being maintained the subject of this Agreement will result in compliance with applicable Environmental Laws and would not give rise any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any material Liabilities. Except as set forth on Section 4.15(dEnvironmental, Health, and Safety Requirements.
(vii) of the Seller Disclosure ScheduleNeither MHE, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notAffiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction in connection with the Concessions, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alto Group Holdings Inc.)
Environmental, Health and Safety Matters. (a) The Company has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance with all Environmental, Health, and Safety Requirements in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Lawsrespects.
(b) Without limiting Section 3.29, the Company has obtained, has complied in all material respects with, and is in compliance with all Permits that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business. Except as set forth on Section 4.15(b) of the Seller Disclosure Schedulein Schedule 3.27(b), the Company has notsuch Permits are in full force and effect, during the five (5) years prior to the date hereoffree from Breach, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws and will not be adversely affected by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationTransactions.
(c) The Company has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any Liabilities, including any investigatory, remedial or corrective Liabilities, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) Except as listed on Schedule 3.27(d), none of the following exists at any property or facility owned or operated by the Company: (i) under or above-ground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(e) The Company has not treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed Released any Person to, any Hazardous Materials or Petroleumsubstance, including onany hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to any material Liabilities of the Company or material investigatoryDamages, including any Damages for response costs, corrective action costs, personal injury, property damage or remedial obligations natural resources damages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The Transactions will not result in any Liabilities for site investigation or cleanup, or require the Consent of any Person, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(g) The Company has not, either expressly or by operation of Law, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer trueHealth, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanySafety Requirements.
(h) Notwithstanding anything No facts, events or conditions relating to the contrary contained in this Agreementpast or present facilities, properties or operations of the representations Company will prevent, hinder or limit continued compliance with Environmental, Health, and warranties in this Section 4.15 are the sole Safety Requirements, give rise to any Damages pursuant to Environmental, Health, and exclusive representations Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and warranties of Seller concerning environmental matters, including any matters arising under Environmental LawsSafety Requirements.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company Each Business Entity has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times Safety Requirements (except where such failure to comply would subject any Person solely to penalties or fines of less than Fifty Thousand United States Dollars (US $50,000) and in all material respects with all material permits required under applicable Environmental Lawsthe aggregate effect of such failures would not be a Material Adverse Change).
(b) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, each Business Entity has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the Company has not, during occupation of its facilities and the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability operation of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationBusiness.
(c) The Company No Business Entity has not received any written (or, to its knowledge, oral) notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liability or potential Liability, including any investigatory, remedial or corrective obligations, relating to the Business, a Purchased Entity or its facilities arising under Environmental, Health, and Safety Requirements.
(d) None of the following exists at any property or facility owned or operated by any Purchased Entity: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, except those that are used, storedoperated and disposed of in compliance with all Environmental, Health and Safety Requirements and identified on Schedule 3.26.
(e) No Purchased Entity has treated, transported, manufactured, refined, handled, produced, emitted, releasedstored, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onany hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to Liability, including any material Liabilities of the Company or material investigatoryLiability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingattorney fees, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise pursuant to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure ScheduleEnvironmental, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufacturedHealth, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleumand Safety Requirements.
(f) The Company has notNo facts, expressly events or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person conditions relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operationspresent facilities, properties or facilities operations of the Company (includingany Purchased Entity will prevent, without limitationhinder or limit continued compliance with Environmental, the environmental condition of the Company Real Property)Health, in each case which are in the possession of Seller and Safety Requirements, give rise to any investigatory, remedial or the Company corrective obligations pursuant to Environmental, Health, and Safety Requirements, or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything give rise to the contrary contained in this Agreementany other Liability pursuant to Environmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company is andEach of Diagnostics, during the five (5) years prior to the date hereofits Subsidiaries, has beenand their respective predecessors has, in a material respect, complied and is in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Laws.
(b) Without limiting the generality of Section 4.22(a), each of -------------- Diagnostics, its Subsidiaries has obtained, has complied with, and is in compliance with all material Licenses and other material authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of its business. A list of all such Licenses and other authorizations is set forth in Schedule 4.22(b). ---------------
(c) Except as set forth on Section 4.15(b) Schedule 4.22(c), neither Diagnostics, --------------- its Subsidiaries, nor any of the Seller Disclosure Schedule, the Company their respective predecessors has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from other information regarding any Governmental Authority actual or third party regarding either alleged violation of Environmental Laws, or any Liabilities or potential Liabilities including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental Laws.
(d) Except as set forth on Schedule 4.22(d), none of the following --------------- exists at any property or facility owned or operated by Diagnostics or its Subsidiaries: (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i)underground storage tanks, (ii) asbestos containing material in any form or condition (except as permitted by and in accordance with Law), (iii) abovematerials or equipment containing polychlorinated biphenyls, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationor (iv) landfills, surface impoundments, or disposal areas.
(ce) The Company None of Diagnostics, its Subsidiaries, or their respective predecessors has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onany hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to Liabilities, including any material Liabilities of the Company or material investigatoryLiability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumLaws.
(f) The Company has notTo the Knowledge of IVAX and Diagnostics, neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or Consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental Laws.
(g) Neither Diagnostics, its Subsidiaries, nor any of their respective predecessors has, either expressly or by operation of Law, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything Except as set forth in Schedule 4.22(h), no facts, events or --------------- conditions relating to the contrary contained in this Agreementpast or present facilities, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties properties or operations of Seller concerning environmental mattersDiagnostics, its Subsidiaries, or any of their respective predecessors will prevent, hinder or limit continued compliance with Environmental Laws, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental Laws, or give rise to any other Liabilities pursuant to Environmental Laws, including any matters arising under Environmental Lawsrelating to onsite or offsite releases or Threatened Releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Samples: Merger Agreement (B2bstores Com Inc)
Environmental, Health and Safety Matters. (ai) The Company is and, during the five (5) years prior to the date hereof, has been, BST and We Sell are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which Health, and Safety Requirements, other than such instances of non-compliance has included obtaining and complying at all times and which, individually or in all material respects with all material permits required under applicable Environmental Lawsthe aggregate, will not have a Material Adverse Effect in respect of We Sell.
(bii) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, BST and We Sell have obtained and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the Company has not, during occupation of their facilities and the five operation of their business.
(5iii) years prior to the date hereof, BST and We Sell have not received any written notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility alleged violation of Environmental, Health, and Safety Requirements, or Liability of the Company under Environmental Laws; any Liabilities, including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or their facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company has To the Knowledge of the Sellers, none of the following exists at any property or facility owned or operated by BST and We Sell: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, (4) groundwater monitoring wxxxx, drinking water wxxxx, or production water wxxxx, or (5) landfills, surface impoundments, or disposal areas.
(v) BST and We Sell have not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, or transported, handled, manufactured, distributed, exposed any Person person to, or released any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, undermobile or cellular telephones or electronic devices, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum such substance) so as to give rise to any material current or future Liabilities of the Company or material investigatoryfor fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorneys' fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company BST and We Sell have not designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos and none of such entities is not subject to any Action Liabilities with respect to the presence of asbestos in any product or item or in or upon any Governmental Order pursuant to Environmental Law property, premises, or relating to any Hazardous Material or Petroleumfacility.
(fvii) The Company has not, expressly or by operation of Law, BST and We Sell have not assumed, undertaken, or provided an indemnity with respect to to, or otherwise become subject to, any material Liability or Liability, including without limitation any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessmentsevents, audits, reports and all other documents materially bearing on environmental, health or safety Liability related conditions relating to the past or current operationspresent facilities, properties properties, or facilities operations of the Company (includingBST or We Sell will prevent, hinder, or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial, or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements, including without limitationlimitation any relating to on-site or off-site releases or threatened releases of, the environmental condition of the Company Real Property)or exposure to, in each case which are in the possession of Seller hazardous materials, substances or the Company wastes, personal injury, property damage or under the reasonable control of Seller or the Companynatural resources damage.
(hix) Notwithstanding anything BST and We Sell have never obtained, possessed or authorized any environmental audits, reports, and other material environmental documents relating to the contrary contained in this Agreementtheir past or current properties, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersfacilities, including any matters arising under Environmental Lawsor operations.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company is and, during the five (5) years prior to the date hereof, has been, Seller and its predecessors and Affiliates have complied and are in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental LawsEnvironmental, Health, and Safety Requirements.
(bii) Except as Without limiting the generality of the foregoing, the Seller and its Affiliates have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its businesses. A list of all such permits, licenses and other authorizations is set forth on Section 4.15(bunder "Environmental Permits" in (S)3(j)(ii) of the Seller Disclosure Schedule, .
(iii) None of the Company Seller and its predecessors and Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company None of the following exists at any property or facility owned or operated by the Seller: (A) underground storage tanks, (B) asbestos- containing material in any form or condition, (C) materials or equipment containing polychlorinated biphenyls, or (D) landfills, surface impoundments, or disposal areas.
(v) None of the Seller and its predecessors and Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements.
(vi) The Seller has provided to Buyer copies of all documents, records, and information available to the Seller concerning any environmental or health and safety matter materially relevant to the Seller, whether generated by the Seller or others including, without limitation, environmental audits, environmental risk assessments, site assessments, documentation regarding off-site disposal of hazardous materials, spill control plans, and reports, correspondence permits, licenses, approvals, consents and other authorizations related to Environmental, or Health, and Safety Requirements issued by any governmental agency.
(vii) Neither this Agreement nor the consummation of the Company transactions that are the subject of this Agreement will result in any obligations for site investigation or material investigatorycleanup, corrective or remedial obligations notification to or consent of government agencies or third parties, pursuant to any of the Company under Environmental Laws. There is no asbestos contained in so-called "transaction-triggered" or forming part of any building"responsible property transfer" Environmental, structure or asset at Health, and Safety Requirements.
(viii) Neither the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure ScheduleSeller, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notAffiliates, has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gix) Seller has made available to Buyer trueTo the best of the Seller's Knowledge, complete and correct copies of all material environmental site assessmentsno facts, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company Seller, or any of its Affiliates, will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, without limitationabsolute, the environmental condition of the Company Real Property)contingent, in each case which are in the possession of Seller unliquidated or the Company or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The To the knowledge of Seller, the Company is and, during the five (5) years prior to the date hereof, has been, and its Subsidiaries have complied in all material respects and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, the Company and its Subsidiaries have obtained, and have complied in all material respects and are in compliance in all material respects with, all Permits that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of their respective facilities and the operation of their respective businesses.
(c) Neither the Company nor any Subsidiary has not, during the five (5) years prior to the date hereof, received any written notice, Claim report or report from other information regarding any Governmental Authority actual or third party regarding either (i) any alleged material violation of Environmental Laws by the Company; (ii) Environmental, Health, and Safety Requirements or any allegation of any actual or potential outstanding material responsibility or Liability of the Company under Environmental Laws; or (iii) relating Liabilities arising therefrom or, to any disposal, release or threatened release of, or exposure toits knowledge, any Hazardous Materials or Petroleum for which the Company has potential Liability exceptthreat of material Liabilities under any Environmental, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully Health and finally resolved prior to the date hereof without future obligationSafety Requirements.
(cd) The Neither the Company nor any Subsidiary has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onany hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is in a manner, that has given, or has been contaminated by any Hazardous Material or Petroleum so as to give the knowledge of Seller would give, rise to any material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise pursuant to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure ScheduleEnvironmental, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufacturedHealth, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)and Safety Requirements.
(e) The Company is not subject has provided to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to the Buyer true, true and complete and correct copies of all environmental audits, reports, permits and other material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related relating to the past or current operationsproperties, properties facilities or facilities operations of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case or its Subsidiaries or their respective predecessors or Affiliates which are in the its possession of Seller or the Company or under the its reasonable control of Seller or and dated within the Companypast seven (7) years.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Lodgenet Entertainment Corp)
Environmental, Health and Safety Matters. (a) The Company is and, during Each of the five (5) years prior to the date hereof, Seller and its predecessors and Subsidiaries has beencomplied and are in compliance, in compliance each case in all material respects respects, with all Environmental, Health, and Safety Requirements applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Lawsto the Business.
(b) Without limiting the generality of the foregoing, each of the Seller and its Subsidiaries has obtained, has complied, and is in compliance with, in each case in all material respects, all material Permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities included in the Assets and the operation of the Business; and a list of all such material Permits, licenses and other authorizations is set forth on Disclosure Schedule 4.27.
(c) None of the Seller nor its Subsidiaries has received any written notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of the facilities included in the Assets arising under Environmental, Health, and Safety Requirements.
(d) Except as set forth on Section 4.15(b) Disclosure Schedule 4.27, none of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received following exists at any written notice, Claim property or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws facility operated by the Company; Seller that is included in the Assets: (ii1) underground storage tanks, (2) asbestos-containing material in any allegation of any actual friable and damaged form or potential material responsibility condition, (3) materials or Liability of the Company under Environmental Laws; equipment containing polychlorinated biphenyls, or (iii4) relating to any disposallandfills, release or threatened release ofsurface impoundments, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability exceptdisposal areas, in the case of either (i), (ii) or (iii) above, other than in material compliance with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationapplicable Law.
(ce) The Company In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors or Subsidiaries has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any such substance) other than in material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to Laws, including any material Liabilities. Except liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as set forth on Section 4.15(damended (“CERCLA”) of or the Seller Disclosure ScheduleSolid Waste Disposal Act, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (as amended or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The Company has notTo the Knowledge of the Seller, expressly neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or by operation of Law, assumed, undertakencleanup, or provided an indemnity with respect notification to or consent of government agencies or third parties, pursuant to any material Liability of the so-called “transaction-triggered” or any material investigatory“responsible property transfer” Environmental, corrective or remedial obligationHealth, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleumand Safety Requirements.
(g) None of the Seller nor, to the Knowledge of the Seller, its predecessors or Subsidiaries has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Law.
(h) The Seller has furnished or made available to the Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other material environmental documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or that relate to any facility included in the CompanyAssets.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Generex Biotechnology Corp)
Environmental, Health and Safety Matters. (ai) The Company Each of PlayStream, its Subsidiaries, and their respective predecessors and Affiliates has complied and is and, during the five (5) years prior to the date hereof, has been, in material compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, each of PlayStream, its Subsidiaries and their respective Affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on in Section 4.15(b4(z)(ii) of the Seller PlayStream Disclosure Schedule.
(iii) Neither PlayStream, the Company its Subsidiaries, nor their respective predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company To PlayStream's knowledge, none of the following exists at any property or facility owned or operated by PlayStream or its Subsidiaries: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) None of PlayStream, its Subsidiaries, or their respective predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (amended or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company is not Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called "transaction-triggered" or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum"responsible property transfer" Environmental, Health, and Safety Requirements.
(fvii) The Company has notNeither PlayStream, its Subsidiaries, nor any of their respective predecessors or Affiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent office space of PlayStream, properties its Subsidiaries, or facilities any of the Company their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, without limitationabsolute, the environmental condition of the Company Real Property)contingent, in each case which are in the possession of Seller unliquidated or the Company or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vitalstream Holdings Inc)
Environmental, Health and Safety Matters. (a) The Company is has at all times complied and, during the five (5) years prior to the date hereofKnowledge of the Company, has beenis in compliance, in compliance in all material respects respects, with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and times, in all material respects respects, with all material permits Permits required under applicable pursuant to Environmental LawsLaws for the occupation of its facilities and properties and the operation of its business.
(b) Except as set forth on Section 4.15(b) To the Knowledge of the Seller Disclosure ScheduleCompany, the Company has not, during the five (5) years prior to the date hereof, not received any written notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential alleged material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release violation of, or exposure toliability under, any Hazardous Materials Environmental Laws with respect to its past or Petroleum for which the Company has potential Liability exceptcurrent operations, in the case of either (i), (ii) properties or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationfacilities.
(c) None of the following exists at any property or facility owned or operated by the Company: (i) underground storage tanks; (ii) asbestos-containing material; (iii) materials or equipment containing polychlorinated biphenyls; or (iv) landfills, surface impoundments, or disposal areas.
(d) The Company has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any Hazardous Materials or Petroleumsubstance, including onany Hazardous Materials, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and not such property or facility is or has been contaminated by any Hazardous Material or Petroleum Materials so as to create a “Recognized Environmental Condition” under ASTM 1527-05) so as to give rise to any material Liabilities of the Company current or material investigatory, future liability or corrective or remedial obligations of the Company obligation under any Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is has not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to, or otherwise become subject to any material Liability or any material investigatory, corrective or remedial obligation, liabilities of any other Person relating to under any Environmental Laws, including any Release of Hazardous Materials or PetroleumLaw.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company YTRV and its respective predecessors and Affiliates have at all times complied and are in compliance with all Environmental, Health, and Safety Requirements.
(ii) Without limiting the generality of the foregoing, YTRV and its respective Affiliates have obtained and at all times complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business; and a list of all such permits, licenses and other authorizations is andset forth on §4(u) of the Disclosure Schedule.
(iii) YTRV nor its respective predecessors or Affiliates have received any written or oral notice, during report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental, Health, and Safety Requirements.
(iv) None of the five following exists at any property or facility owned or operated by YTRV: (1) underground storage tanks; (2) asbestos-containing material in any form or condition; (3) materials or equipment containing polychlorinated biphenyls; (4) groundwater monitoring xxxxx, drinking water xxxxx, or production water xxxxx; or (5) years prior to the date hereoflandfills, has beensurface impoundments, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Lawsor disposal areas.
(bv) Except as set forth on Section 4.15(b) of the Seller Disclosure Schedule, the Company Neither YTRV nor its respective predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal ofof transported, handled, manufactured, distributed, exposed any person to, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of the Company current or material investigatoryfuture Liabilities, including any Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorneys' fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(vii) Neither YTRV nor its respective predecessors or Affiliates has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos and none of such entities is not or will become subject to any Action Liabilities with respect to the presence of asbestos in any product or item or in or upon any Governmental Order pursuant to Environmental Law property, premises, or relating to any Hazardous Material or Petroleumfacility.
(fviii) The Company YTRV has not, expressly or by operation of Law, not assumed, undertaken, or provided an indemnity with respect to to, or otherwise become subject to, any material Liability or Liability, including without limitation any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gix) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessmentsevents, audits, reports and all other documents materially bearing on environmental, health or safety Liability related conditions relating to the past or current operationspresent facilities, properties properties, or facilities operations of the Company (includingYTRV or its respective predecessors or Affiliates will prevent, hinder, or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial, or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements, including without limitationlimitation any relating to on-site or off-site releases or threatened releases of, the environmental condition of the Company Real Property)or exposure to, in each case which are in the possession of Seller hazardous materials, substances or the Company wastes, personal injury, property damage or under the reasonable control of Seller or the Companynatural resources damage.
(hx) Notwithstanding anything Seller and YTRV have furnished to the contrary contained Buyer all environmental audits, reports, and other material environmental documents, if any, relating to YTRV's, or its respective predecessors' or Affiliates' past or current properties, facilities, or operations that are in this Agreementtheir possession, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matterscustody, including any matters arising or under Environmental Lawstheir reasonable control.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company Each of the Sellers has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which Health, and Safety Requirements.
(ii) Without limiting the generality of the foregoing, each of the Sellers have obtained and complied with, and is in compliance has included obtaining and complying at all times and in all material respects with with, all material permits permits, licenses and other authorizations that are required under applicable Environmental Laws.
(b) Except as pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its Business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(b3(t) of the Seller Disclosure Schedule, the Company .
(iii) No Seller has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company To the Knowledge of Sellers, none of the following exists at any property or facility owned or operated by any Seller: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) No Seller has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended (“SWDA”) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company Neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of Governmental Authorities or third parties, pursuant to any Action of the so-called “transaction-triggered” or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum“responsible property transfer” Environmental, Health, and Safety Requirements.
(fvii) The Company has notNo Seller has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company has complied in all material respects, and the Company, and each parcel of Real Property owned or leased by the Company (other than Real Property Options), is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance Health and Safety Requirements and to the Stockholders' and the Company's Knowledge, each predecessor of the Company has included obtaining and complying at all times and complied in all material respects with all Environmental, Health and Safety Requirements. The Company has no material permits required liability under applicable Environmental Lawsany Environmental, Health and Safety Requirements.
(b) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, the Company has notobtained and complied with, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability exceptand is in compliance with, in all material respects all permits, licenses and other authorizations that are required pursuant to Environmental, Health and Safety Requirements for the case occupation of either (i), (ii) or (iii) above, with regard to matters that have been fully its facilities and finally resolved prior to the date hereof without future obligationoperation of its business.
(c) The Except as set forth in Schedule 5.24, the Company has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health and Safety Requirements or any Liability, including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health and Safety Requirements.
(d) Except as set forth in Schedule 5.24, none of the following exists at any property or facility owned or operated by the Company: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls or (iv) landfills, surface impoundments or disposal areas.
(e) Except as set forth in Schedule 5.24, neither the Company nor, to the Stockholders' or the Company's Knowledge, its predecessors has treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onany hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in Solid Waste Disposal Act, as amended ("SWDA") or forming part of any buildingother Environmental, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws Health and would not give rise to any material Liabilities. Safety Requirements.
(f) Except as set forth on Section 4.15(d) in Schedule 5.24, neither this Agreement nor the consummation of the Seller Disclosure Scheduletransaction that is the subject of this Agreement will result in any -32- 40 obligations for site investigation or cleanup, there is not now nor has there ever been any asbestos or mercury contained in notification to or forming part consent of any products currently Government Authorities or previously manufacturedthird parties, distributed or sold by the Company or pursuant to any of its predecessors (the so-called "transaction-triggered" or any other Person for whose conduct any of them are or may be responsible)"responsible property transfer" Environmental, Health and Safety Requirements.
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(fg) The Company has not, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth and Safety Requirements.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company is and its Subsidiaries and, during the five (5) years prior to the date hereofKnowledge of any Company Member, has been, in compliance its Predecessors have complied in all material respects and are in material compliance with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Without limiting Section 3.26(a), the Company and its Subsidiaries have obtained, have in all material respects, complied with, and are in material compliance with, all Permits that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business. A list of all such Permits is set forth in Schedule 3.26(b). Except as set forth on Section 4.15(b) of the Seller Disclosure Schedulein Schedule 3.26(b), the Company has not, during the five (5) years prior to the date hereofKnowledge of any Company Member such Permits are in full force and effect, received any written notice, Claim or report free from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws Breach and will not be adversely affected by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationTransactions.
(c) The In the past five (5) years, neither the Company, its Subsidiaries nor, to the Knowledge of any Company Member, the Predecessors has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, including any investigatory, remedial or corrective Liabilities, relating to the Company or any of its facilities arising under Environmental, Health, and Safety Requirements.
(d) Except as listed on Schedule 3.26(d), to the Knowledge of any Company Member, none of the following exists at any property or facility owned or operated by the Company: (i) under or above-ground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(e) To the Knowledge of any Company Member, neither the Company, its Subsidiaries nor the Predecessors have treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed Released any Person to, any Hazardous Materials or Petroleumsubstance, including onany hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum so as such substance) in a manner that would reasonably be expected to give rise to any material Liabilities of the Company or material investigatoryDamages, including any Damages for response costs, corrective action costs, personal injury, property damage or remedial obligations natural resources damages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The To the Knowledge of any Company has notMember, the Transactions will not result in any Liabilities for site investigation or cleanup, or require the Consent of any Person, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements.
(g) Neither the Company, its Subsidiaries nor, to the Knowledge of any Company Member, the Predecessors have, either expressly or by operation of Law, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer trueHealth, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanySafety Requirements.
(h) Notwithstanding anything To the Knowledge of any Company Member, no facts, events or conditions relating to the contrary contained in this Agreementpast or present facilities, properties or operations of the representations Company, its Subsidiaries, or its Predecessors will prevent, hinder or limit continued compliance with Environmental, Health, and warranties in this Section 4.15 are the sole Safety Requirements, give rise to any Damages pursuant to Environmental, Health, and exclusive representations Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and warranties of Seller concerning environmental matters, including any matters arising under Environmental LawsSafety Requirements.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company Each member of the PHP Group and its predecessors has complied and is and, during the five (5) years prior to the date hereof, has beenin compliance, in compliance each case in all material respects respects, with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as Without limiting the generality of the foregoing, each member of the PHP Group has obtained, has complied, and is in compliance with all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business. A list of all such material permits, licenses and other authorizations is set forth on Section 4.15(b) of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSchedule 3.10 [OMITTED].
(c) The Company No member of the PHP Group or its predecessors has not usedreceived any written notice or report regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) To the Company’s Knowledge (without independent inquiry), none of the following exists at any Real Property: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(e) No member of the PHP Group or any of its predecessors has treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to material liabilities on the PHP Group, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended or the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (amended or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Merger Agreement (Amerigroup Corp)
Environmental, Health and Safety Matters. As it pertains to the Business or the Acquired Assets:
(ai) The Company each of Seller and its predecessors and Affiliates has complied and is andin compliance, during in each case in all material respects, with all Environmental, Health, and Safety Requirements;
(ii) without limiting the five generality of the foregoing, each of Seller and its Affiliates, has obtained, has complied, and is in compliance with, in all material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such material permits, licenses and other authorizations is set forth in §3(z)(ii) of the Disclosure Schedule;
(iii) neither Seller nor its Affiliates has received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements;
(iv) none of the following exists at any property or facility owned or operated by Seller: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment, including electric transformers, containing polychlorinated biphenyls, (4) landfills, surface impoundments, or disposal areas; (5) years xxxxx fields, dry xxxxx and sumps, (6) waste water treatment, collection and disposal systems, including, without limitation, septic systems, seepage pits, lagoons, and dry xxxxx, (7) landfarms, sprayfields, and incinerators, (8) non-contact cooling water discharge areas, (9) areas that may have received floodwater or stormwater runoff from potentially contaminated areas, (10) materials or equipment containing urea formaldehyde, (11) any contaminant, hazardous substance or hazardous material migrating from an off-site source, through the subsurface, including the soil and groundwater, onto Seller's property or facility, or (12) areas containing historical fill material including non-indigenous material, deposited to raise the topographic elevation of the site, which was contaminated prior to emplacement, and is in no way connected with the date hereofoperations at the location of emplacement and which includes, has beenwithout limitation, in compliance in all material respects with all applicable Environmental Lawsconstruction debris, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Lawsdredge spoils, incinerator residue, demolition debris, fly ash, or non-hazardous solid waste.
(bv) Except as set forth on Section 4.15(b) neither Seller nor any of the Seller Disclosure Schedule, the Company its predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities liability for response costs, remedial or corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Company or material investigatorySolid Waste Disposal Act, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (amended or any other Person Environmental, Health, and Safety Requirements; and
(vi) neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for whose conduct site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of them are the so-called "transaction-triggered" or may be responsible)"responsible property transfer" Environmental, Health, and Safety Requirements.
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Napro Biotherapeutics Inc)
Environmental, Health and Safety Matters. To the best of the Seller's knowledge, since January 1983 (which qualifications apply to all subsections of this Section 3.13), except as set forth in Schedule 3.13:
(a) The Company Without limiting the generality of Section 3.12, each of the Company, Seller and Macedon is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all Environmental Laws applicable Environmental Lawsto the operations associated with the Business, which compliance has included obtaining the Landfill, the "Principal Landfill Property", and complying at all times and in all material respects with all material permits required under applicable Environmental Lawseach of the properties formerly owned, operated and/or leased by the Company (each a "Former Property").
(b) Except as set forth on Without limiting the generality of Section 4.15(b) of the Seller Disclosure Schedule3.12, the Company has notobtained and complied in all material respects, during and is in compliance in all material respects, with all Environmental Permits that are required for the five (5) years prior to occupancy of its facilities and the date hereofoperation of the Business, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation including the Landfill; all such Environmental Permits are in the name of Environmental Laws by the Company; (ii) , and a list of all such Environmental Permits is set forth in Schedule 3.13. All such Environmental Permits are final, and the time period during which such permits may be appealed has elapsed. No material change in the facts or circumstances reported or assumed in the applications for or the granting of the Environmental Permits exists. There are not any allegation proceedings pending or threatened which would jeopardize the validity of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationPermits.
(c) The Company has not used, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for performed or permitted the disposal ofsuffered any act which could give rise to, or exposed has otherwise incurred, liability to any Person to, any Hazardous Materials or PetroleumPerson, including onitself, underunder the Comprehensive Environmental Response, at Compensation and Liability Act, 42 U.S.C. ss. 9601 et seq., as amended ("CERCLA"), or from any other Environmental Law, nor has the Company Real PropertyCompany, except in compliance in all material respects with applicable Environmental Law and as would not give rise Seller or Macedon received any notice of any such liability or any Claim therefor or submitted notice pursuant to Section 103 of CERCLA to any material Liability or material investigatory, corrective or remedial obligation governmental agency nor provided information in response to a request for information pursuant to Section 104(e) of CERCLA or any Environmental Lawanalogous state or local information gathering authority.
(d) None of the Landfill, the Owned Real Property or any Former Property is identified or proposed for listing on the National Priorities List under 40 C.F.R. ss.300 Appendix B, the Comprehensive Environmental Response Compensation and Liability Inventory System, as amended ("CERCLIS"), or any analogous list of any Government Authority, and none of the Company, Seller or Macedon is aware of any conditions on such properties which, if known to a Governmental Authority, would qualify such properties for inclusion on any such list.
(e) The Company does not own and Seller will make available to Buyer copies of all current environmental studies, assessments or operate reports, which are filed with the DEC, known to Macedon, Seller of the Company relating to any property of the Company, the Business, the Landfill, the Owned Real Property and the Former Properties.
(f) None of the Company, Macedon or facility and the Seller has not previously received notice that the Landfill, the Owned Real Property or the Former Properties or any current or previous business operations conducted by Macedon, the Seller or the Company is the subject of any pending or threatened investigation or judicial or administrative proceeding, notice, decree or settlement respecting any actual, potential or alleged violation of any Environmental Law, or any Release of any Contaminant into any surface water, ground water, drinking water supply, soil, land surface or subsurface strata, or ambient air, other than in connection with matters that have been corrected or remediated. None of the Company, Seller or Macedon has received from any Governmental Authority, insurance company or other Person, any request for information, notice that the Company, the Landfill or any Owned Real Property or Former Real Property is the subject of an investigation under Environmental Laws, notice of any potential or alleged violations of any Environmental Laws or of any proposed order under any Environmental Laws or any order or proposed order requiring the Company or anyone else to prepare studies, action plans, or clean-up strategies in respect of an Environmental Condition on any Owned Real Property, any Former Property, or the Landfill.
(g) The Company has no obligation to report any violation of any applicable Environmental Law to any Governmental Authority, other than those as have been so reported or which violations have been corrected. No Releases have occurred on or at the Landfill, any Owned Real Property any Former Property which required reporting to any appropriate Governmental Authority under applicable Environmental Laws other than those as have been dutifully reported in compliance with such applicable Environmental Laws.
(h) None of the Company, Seller or Macedon has owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of the Company liability (whether accrued, contingent, known, unknown, unliquidated, or material investigatoryotherwise) under any Environmental Law, corrective including any liability for any cost relating to Remedial Action, personal injury, property damage, natural resources damages or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)attorney fees.
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(fi) The Company has notnot assumed or undertaken any liability including, expressly or by operation of Lawwithout limitation, assumed, undertaken, or provided an indemnity with respect to any obligation for material Liability or any material investigatory, corrective or remedial obligation, Remedial Action of any other Person relating to Environmental Laws.
(j) No facts, events or conditions relating to the Landfill, the Owned Real Property, the Company or the facilities or operations of the Company will prevent, hinder or limit continued compliance with Environmental Laws, give rise to any Remedial Action obligations pursuant to Environmental Laws, or give rise to any other material Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental Laws, including any relating to any Release or threatened Release of Hazardous Materials any Contaminant, personal injury, property damage or Petroleumnatural resources damage.
(gk) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities None of the Company (including, without limitationCompany, the environmental condition Seller, or Macedon has ever caused or allowed any (i) Contaminant, (ii) polychlorinated biphenyls ("PCBs") or transformers, capacitors, ballasts, or other equipment which contain dielectric fluid containing PCBs, (iii) asbestos, or (iv) insulating material containing urea formaldehydes to be constructed, Released, stored, disposed, or leach onto or underneath any xx xxe Landfill, the Owned Real Property or Former Property, or any other properties from any of the Company Landfill, Real Property or any Former Property), nor has any Contaminant migrated or threatened to migrate from other properties upon, about or beneath any of the Owned Real Property or Former Property, other than (A) those non-material, small quantities of such materials that may be included in each case municipal solid and other waste which are is disposed of in the possession of Seller or Landfill, and (B) the acceptance by the Company or under of asbestos and insulating materials containing urea formaldehydes as special waste at the reasonable control of Seller or Landfill in accordance with Environmental Laws and the Company's Permits.
(hl) Notwithstanding anything No Environmental Lien has attached to the contrary contained in this AgreementLandfill, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersOwned Real Property or any Former Property.
(m) No aboveground storage tanks or underground improvements, including but not limited to storage tanks, sumps, or water, gas or oil wells, or associated piping, xxx or have ever been located on the Principal Landfill Property nor has the Company owned or operated any matters arising aboveground or underground storage tank at, under Environmental Lawsor about any Principal Landfill Property, except for tanks, gas and leach lines and items set forxx xx Schedules attached hereto.
Appears in 1 contract
Samples: Stock Purchase Agreement (Iesi Corp)
Environmental, Health and Safety Matters. (a) The Company is andAzERx, during the five (5) years prior to the date hereof, has been, its predecessors and its Affiliates have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as Without limiting the generality of the foregoing, AzERx, its predecessors and its Affiliates have obtained and complied with, and are currently in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of the Business. A list of all such permits, licenses and other authorizations is set forth on in Section 4.15(b3.28(b) of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company has not usedNeither AzERx, its predecessors nor its Affiliates have received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations relating to any of them or AzERx’s facilities arising under Environmental, Health, and Safety Requirements.
(d) None of the following exists at any property or facility owned or operated by AzERx: (1) underground storage tanks; (2) asbestos-containing material in any form or condition; (3) materials or equipment containing polychlorinated biphenyls; or (4) landfills, surface impoundments or disposal areas.
(e) Neither AzERx, nor any of its predecessors or its Affiliates have treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to Liabilities, including any material Liabilities of the Company or material investigatoryLiability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The Company has notNeither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements.
(g) Neither AzERx, nor any of its predecessors or its Affiliates have expressly or by operation of Lawlaw, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer trueHealth, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanySafety Requirements.
(h) Notwithstanding anything No facts, events or conditions within AzERx’s Knowledge relating to the contrary contained in this Agreementpast or present facilities, the representations properties or operations of AzERx or its respective predecessors or its Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and warranties in this Section 4.15 are the sole Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and exclusive representations Safety Requirements, or give rise to any other Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental LawsLiabilities relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as The Company has obtained, has complied with, and is in compliance with all Permits that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business. A list of all such material Permits is set forth on Section 4.15(b) of in Schedule 4.26(b). Such Permits are in full force and effect, free from Breach, and the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationTransactions will not adversely affect them.
(c) The Company has not usedreceived within the last five (5) years any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any Liabilities, including any investigatory, remedial, or corrective Liabilities, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
(d) None of the following exists at any property or facility currently or previously owned or operated (whether by fee interest, leasehold interest, or otherwise) by the Company: (i) under or above-ground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(e) The Company has treated, recycled, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed Released any Person tosubstance, including any Hazardous Materials Materials, or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to any material Liabilities of the Company or material investigatoryDamages, including any Damages for response costs, corrective action costs, personal injury, property damage, or remedial obligations natural resources damages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct Environmental, Health, and Safety Requirements. For this section “Hazardous Materials” means any of them are substance, pollutant, contaminant, material, or may be responsible).
(e) The Company is not waste, or combination thereof, whether solid, liquid, or gaseous in nature, subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notregulation, expressly or by operation of Lawinvestigation, assumed, undertakencontrol, or provided an indemnity with respect to remediation under any material Liability or any material investigatoryEnvironmental, corrective or remedial obligationHealth, of any other Person relating to Environmental Lawsand Safety Requirement, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer truethe Comprehensive Environmental Response, complete Compensation and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitationAct, the environmental condition of Solid Waste Disposal Act, and the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the CompanyResource Conservation and Recovery Act.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company Each of Seller, its Subsidiaries, and their respective predecessors and Affiliates has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, each of Seller, its Subsidiaries and their respective Affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on in Section 4.15(b4(x)(ii) of the Seller Disclosure Schedule.
(iii) Neither Seller, the Company its Subsidiaries, nor their respective predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company None of the following exists at any property or facility owned or operated by Seller or its Subsidiaries: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) None of Seller, its Subsidiaries, or their respective predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (amended or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company is not Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called “transaction-triggered” or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum“responsible property transfer” Environmental, Health, and Safety Requirements.
(fvii) The Company has notNeither Seller, its Subsidiaries, nor any of their respective predecessors or Affiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueNo facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company Seller, its Subsidiaries, or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, without limitationabsolute, the environmental condition of the Company Real Property)contingent, in each case which are in the possession of Seller unliquidated or the Company or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vitalstream Holdings Inc)
Environmental, Health and Safety Matters. (ai) The Company Each of Target, each Target Subsidiary, and their respective predecessors and Affiliates has complied and is andin compliance with all Environmental, during Health, and Safety Requirements in all material respects.
(ii) Without limiting the five (5) years prior to generality of the date hereofforegoing, Target and each Target Subsidiary and their respective Affiliates has beenobtained and complied with, and is in compliance in all material respects with with, all applicable Environmental Lawspermits, which compliance has included obtaining licenses and complying at other authorizations that, are required pursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their Business. A list of all times such permits, licenses and other authorizations is set forth in all material respects with all material permits required under applicable Environmental LawsSchedule 3(z)(ii) of the Disclosure Schedule.
(biii) Except as set forth on Section 4.15(bin Schedule 3(z)(iii) of the Seller Disclosure Schedule, the Company none of Target, any Target Subsidiary or their respective predecessors or Affiliates has not, during the five (5) years prior to the date hereof, received any written or oral notice, Claim report or report from other information regarding any Governmental Authority actual or third party regarding either (i) any alleged material violation of Environmental, Health, and Safety Requirements, or any material Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) Liabilities relating to any disposal, release of them or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationtheir facilities.
(civ) The Company None of the following exists at any property or facility owned, leased or operated by Target or any Target Subsidiary: (A) underground storage tanks, (B) asbestos-containing material in any form or condition, (C) materials or equipment containing polychlorinated biphenyls, or (D) landfills, surface impoundments, or disposal areas, and none of Target, any Target Subsidiary or any of their respective predecessors has not usedowned or operated any underground storage tanks at any other location.
(v) None of Target, any Target Subsidiary, or any of their respective predecessors or Affiliates has treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or exposed any Person to, any Hazardous Materials or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by released any Hazardous Material or Petroleum so as to give rise to any material Liabilities current or future Environmental Liabilities.
(vi) Neither this Agreement nor the consummation of the Company transactions that are the subject of this Agreement will result in any material obligations for site investigation or material investigatorycleanup, corrective or remedial obligations notification to or consent of government agencies or third parties, pursuant to any of the Company under so-called transaction-triggered or responsible property transfer Environmental, Health, and Safety Requirements.
(vii) Neither Target, nor any Target Subsidiary or their respective predecessors or Affiliates has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos and none of such entities is or will become subject to any Asbestos Liabilities.
(viii) None of Target, any Target Subsidiary, or their respective predecessors or Affiliates, to the Knowledge of Seller, has assumed, or otherwise become subject to, any Environmental Laws. There is no asbestos contained in or forming part Liability of any buildingother Person.
(ix) No facts, structure events or asset at conditions relating to the Company Real Property except for such material that is being maintained in present or, past facilities, properties or operations of Target, any Target Subsidiary or their respective predecessors or Affiliates will prevent, materially hinder or materially limit continued compliance with applicable Environmental Laws Environmental, Health, and would not Safety Requirements, give rise to any material investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Environmental Liabilities, including any Liability with respect to on-site or off-site Release or threatened Release of Hazardous Materials. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury * Certain confidential information contained in or forming part of any products currently or previously manufacturedthis document, distributed or sold by marked with asterisks has been redacted pursuant to a request for confidential treatment and has been filed separately with the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Securities and Exchange Commission.
(ex) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company Target has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available furnished to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other material environmental documents materially bearing on environmentalrelating to Target’s past and current properties, health facilities, or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which operations that are in the possession of Seller or the Company or under the reasonable control of Seller Seller, Target or the Companyany Target Subsidiary.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company is and each Subsidiary has at all times complied and, during the five (5) years prior to the date hereofKnowledge of the Company, has beeneach Subsidiary and the Stockholders, is in compliance compliance, in all material respects respects, with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and times, in all material respects respects, with all material permits Permits required under applicable pursuant to Environmental LawsLaws for the occupation of its facilities and properties and the operation of its business.
(b) Except as set forth on Section 4.15(b) To the Knowledge of the Seller Disclosure ScheduleCompany, each Subsidiary and the Stockholders, neither the Company nor any Subsidiary has not, during the five (5) years prior to the date hereof, received any written notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release alleged violation of, or exposure toLiability under, any Hazardous Materials Environmental Laws with respect to its past or Petroleum for which the Company has potential Liability exceptcurrent operations, in the case of either (i), (ii) properties or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationfacilities.
(c) The None of the following exists at any property or facility currently or formerly owned or operated by the Company or any Subsidiary: (i) underground storage tanks; (ii) asbestos-containing material; (iii) materials or equipment containing polychlorinated biphenyls; or (iv) landfills, surface impoundments, or disposal areas.
(d) Neither the Company nor any Subsidiary has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any Hazardous Materials or Petroleumsubstance, including onany Hazardous Materials, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility, and no such property or facility which is or has been contaminated by any Hazardous Material or Petroleum Materials so as to give rise to any material Liabilities of the Company current or material investigatory, future Liability or corrective or remedial obligations of the Company obligation under any Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Neither the Company is not subject to nor any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company Subsidiary has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to, or otherwise become subject to any material Liability or any material investigatory, corrective or remedial obligation, Liabilities of any other Person relating to under any Environmental Laws, including any Release of Hazardous Materials or PetroleumLaw.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. Except as set forth on Schedule 5.24 and except for any matter relating to the real property, facilities or operations at Perkasie, Pennsylvania or the property in North Wales, Pennsylvania owned by SEPA:
(a) The Company has complied in all material respects and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance Health and Safety Requirements and to Seller's Knowledge, each predecessor of the Company has included obtaining and complying at all times and complied in all material respects with all material permits required under applicable Environmental LawsEnvironmental, Health and Safety Requirements.
(b) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, the Company has notobtained and complied with, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability exceptand is in compliance with, in all material respects all permits, licenses and other authorizations that are required pursuant to Environmental, Health and Safety Requirements for the case occupation of either (i), (ii) or (iii) above, with regard to matters that have been fully its facilities and finally resolved prior to the date hereof without future obligationoperation of its business.
(c) The Company has not usedreceived any written or oral notice, storedreport or other information regarding any actual or alleged violation of Environmental, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for Health and Safety Requirements or permitted the disposal of, or exposed any Person to, any Hazardous Materials or PetroleumLiability, including onany investigatory, underremedial or corrective obligations, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise relating to any material Liability of them or material investigatoryits facilities arising under Environmental, corrective or remedial obligation pursuant to any Environmental LawHealth and Safety Requirements.
(d) The Company does not own or operate To the Knowledge of Seller, none of the following exists at any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company Company: (i) underground storage tanks, (ii) asbestos-containing material in any form or any of its predecessors condition, (iii) materials or any other Person for whose conduct any of them are equipment containing polychlorinated biphenyls, or may be responsible)(iv) landfills, surface impoundments or regulated treatment, storage or disposal areas.
(e) The Company is not subject to any Action ("CERCLA"), the Solid Waste Disposal Act, as amended ("SWDA") or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleumother Environmental, Health and Safety Requirements.
(f) Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of any Government Authorities or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health and Safety Requirements.
(g) The Company has not, either expressly or by operation of Lawlaw, assumed, undertaken, assumed or provided an indemnity with respect to undertaken any material Liability or liability, including any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth and Safety Requirements.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Spectrasite Holdings Inc)
Environmental, Health and Safety Matters. (a) The Company Each of Xxxxxx, Xxxxxx Sales, and their respective Affiliates is andin compliance, during the five (5) years prior to the date hereof, has been, in compliance in all material respects respects, with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(b) Except as Without limiting the generality of Section 4.21(a), each of Xxxxxx, Xxxxxx Sales, and their respective Affiliates, has obtained and is in compliance with, in all material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the operation of its business, and a list of all such permits, licenses and other authorizations, is set forth on Section 4.15(b) of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (iSchedule 4.21(b), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company Except as set forth in Disclosure Schedule 4.21(c) none of Seller, Xxxxxx Sales, or their respective Affiliates has not usedreceived any written notice from any federal, state, local or foreign governmental authority regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, and there is no material liability or potential material liability (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental, Health, and Safety Requirements.
(d) Except as set forth in Disclosure Schedule 4.21(d), to the Knowledge of Xxxxxx and Xxxxxx Sales, none of the following exists at any property or facility owned or operated by Xxxxxx or Xxxxxx Sales: (i) underground storage tanks, (ii) asbestos containing material in any friable and damaged form or condition, or (iii) landfills, surface impoundments, or Hazardous Material disposal areas.
(e) Neither Xxxxxx, Xxxxxx Sales, nor any of their respective Affiliates has treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed any Person to, released any Hazardous Materials in a manner that has given or Petroleum, including on, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as likely to give rise to material liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, or remedial obligations natural resources damages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or PetroleumEnvironmental, Health, and Safety Requirements.
(f) The Company has not, expressly Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any material obligations for site investigation or by operation of Law, assumed, undertakencleanup, or provided an indemnity with respect notification to or consent of government agencies or third parties, pursuant to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities of the Company (includingso-called "transaction-triggered" or "responsible property transfer" Environmental, without limitationHealth, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Companyand Safety Requirements.
(h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company To Target's Knowledge, Target has complied and is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which compliance has included obtaining Health, and complying at all times and in all material respects with all material permits required under applicable Environmental LawsSafety Requirements.
(bii) Except as Without limiting the generality of the foregoing, each of Target and its Affiliates has obtained and materially complied with, and is in material compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on Section 4.15(bthe attached Environmental and Safety Permits Schedule 3(t)(ii).
(iii) of the Seller Disclosure Schedule, the Company Target has not, during the five (5) years prior to the date hereof, not received any written or oral notice, Claim report or report from any Governmental Authority or third party other information regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential material responsibility liabilities (whether accrued, absolute, contingent, unliquidated or Liability of the Company under Environmental Laws; otherwise), including any investigatory, remedial or (iii) corrective obligations, relating to any disposalof them or its facilities arising under Environmental, release or threatened release ofHealth, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSafety Requirements.
(civ) The Company To Target's Knowledge, none of the following exists at any property or facility owned or operated by Target: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(v) To Target's Knowledge, Target has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(damended ("SWDA") of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)Environmental, Health, and Safety Requirements.
(evi) The Company To Target's Knowledge, neither this Agreement nor the consummation of the transaction that is not the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any Action of the so-called "transaction-triggered" or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum"responsible property transfer" Environmental, Health, and Safety Requirements.
(fvii) The Company To Target's Knowledge, Target has not, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth, and Safety Requirements.
(gviii) Seller has made available to Buyer trueTo Target's Knowledge, complete and correct copies of all material environmental site assessmentsno facts, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company Target will prevent, or materially limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (includingwhether accrued, without limitationabsolute, the environmental condition of the Company Real Property)contingent, in each case which are in the possession of Seller unliquidated or the Company or under the reasonable control of Seller or the Company.
(hotherwise) Notwithstanding anything pursuant to the contrary contained in this AgreementEnvironmental, the representations Health, and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Samples: Merger Agreement (Barpoint Com Inc)
Environmental, Health and Safety Matters. 3.24.1 Each of KAL and its respective predecessors and Affiliates has complied and is in compliance with all Environmental, Health and Safety Requirements. Without limiting the generality of the foregoing, each of KAL and its respective Affiliates has obtained and complied with, and is in compliance with all Permits that are required pursuant to Environmental, Health and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such Permits is set forth on Schedule 3.24. -------------
3.24.2 Neither KAL nor its respective predecessors or Affiliates has received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health and Safety Requirements, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health and Safety Requirements.
3.24.3 None of the following exists at any property or facility leased, owned or operated by KAL (a) The Company is andunderground storage tanks, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Laws.
(b) Except as set forth on Section 4.15(b) of the Seller Disclosure Scheduleasbestos- containing material in any form or condition, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company materials or equipment containing polychlorinated biphenyls, or (d) landfills, surface impoundments, or disposal areas.
3.24.4 Neither KAL nor its predecessors or Affiliates has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, under, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to Liabilities, including any material Liabilities Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to CERCLA, the SWDA or any other Environmental, Health and Safety Requirements.
3.24.5 Neither this Agreement nor the consummation of the Company transaction that is the subject of this Agreement shall result in any obligations for site investigation or material investigatorycleanup, corrective or remedial obligations notification to or consent of government agencies or third parties, pursuant to any of the Company under Environmental Laws. There is no asbestos contained in so-called "transaction-triggered" or forming part of any building"responsible property transfer" Environmental, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws Health and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure ScheduleSafety Requirements.
3.24.6 Neither KAL, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its respective predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has notAffiliates has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any Liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, including any Release of Hazardous Materials or PetroleumHealth and Safety Requirements.
(g) Seller has made available to Buyer true3.24.7 No facts, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health events or safety Liability related conditions relating to the past or current operationspresent facilities, properties or facilities operations of the Company (includingKAL or any of its respective predecessors or Affiliates shall prevent, without limitationhinder or limit continued compliance with Environmental, the environmental condition of the Company Real Property)Health and Safety Requirements, in each case which are in the possession of Seller give rise to any investigatory, remedial or the Company corrective obligations pursuant to Environmental, Health and Safety Requirements, or under the reasonable control of Seller or the Company.
(h) Notwithstanding anything give rise to the contrary contained in this Agreementany other Liabilities pursuant to Environmental, the representations Health and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersSafety Requirements, including without limitation any matters arising under Environmental Lawsrelating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times complied and is in all material respects compliance with all material permits required under applicable Environmental Lawsenvironmental, health and safety requirements of all Governmental Entities.
(b) Except as Without limiting the generality of the foregoing, the Company and its respective affiliates have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to environmental, health and safety requirements for the occupation of their facilities and the operation of their business. A list of all such permits, licenses and other authorizations is set forth on Section 4.15(b) of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligationSchedule 4.20.
(c) The Company has not usedreceived any written or oral notice, report or other information regarding any actual or alleged violation of environmental, health and safety requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under environmental, health and safety requirements.
(d) None of the following exists at any property or facility owned or operated by the Company: (i) underground storage tanks; (ii) asbestos-containing material in any form or condition that might require remediation or other corrective action under applicable law; (iii) materials or equipment containing polychlorinated biphenyls that might require remediation or other corrective action under applicable law; or (iv) landfills, surface impoundments or disposal areas.
(e) The Company, its affiliates and its corporate predecessors have not treated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation an), underhazardous substance, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible).
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleumattorney fees.
(f) Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of Governmental Entities or third parties, pursuant to any Applicable Laws.
(g) The Company has not, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleum.
(g) Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or and safety Liability related to the past or current operations, properties or facilities of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Companyrequirements.
(h) Notwithstanding anything No facts, events or conditions relating to the contrary contained in this Agreementpast or present facilities, properties or operations of the representations Company will prevent, hinder or limit continued compliance with environmental, health and warranties in this Section 4.15 are the sole safety requirements, give rise to any investigatory, remedial or corrective obligations pursuant to environmental, health and exclusive representations safety requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to environmental, health and warranties of Seller concerning environmental matterssafety requirements, including without limitation any matters arising under Environmental Laws.relating to
Appears in 1 contract
Environmental, Health and Safety Matters. (a1) The Company Timefire is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, which Health, and Safety Requirements (the "EHSR"), other than such instances of non-compliance has included obtaining and complying at all times and which, individually or in all material respects with all material permits required under applicable Environmental Lawsthe aggregate, will not have a Material Adverse Effect in respect of Timefire.
(b2) Except as set forth on Section 4.15(b) Without limiting the generality of the Seller Disclosure Scheduleforegoing, the Company Timefire has notobtained and is in compliance with, during the five (5) years prior all permits, licenses and other authorizations that are required pursuant to the date hereof, EHSR for the occupation of its facilities and the operation of its business.
(3) Timefire has not received any written or oral notice, Claim report or report from other information regarding any Governmental Authority actual or third party regarding either alleged violation of the EHSR, or any Liabilities, including any investigatory, remedial or corrective obligations, relating to any of its facilities arising under the EHSR.
(4) To the Knowledge of each respective Manager, none of the following exists at any property or facility owned or operated by Timefire: (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i)underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) abovematerials or equipment containing polychlorinated biphenyls, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation(iv) groundwater monitoring xxxxx, drinking water xxxxx, or production water xxxxx, or (v) landfills, surface impoundments, or disposal areas.
(c5) The Company Timefire has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, or transported, handled, manufactured, distributed, exposed any Person person to, or released any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, undermobile or cellular telephones or electronic devices, at or from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material or Petroleum such substance) so as to give rise to any material Liabilities of the Company current or material investigatoryfuture Liabilities, including any Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorneys' fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible)ESHR.
(e6) The Company Timefire has not designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos and is not subject to any Action Liabilities with respect to the presence of asbestos in any product or item or in or upon any Governmental Order pursuant to Environmental Law property, premises, or relating to any Hazardous Material or Petroleumfacility.
(f7) The Company Timefire has not, expressly or by operation of Law, not assumed, undertaken, or provided an indemnity with respect to to, or otherwise become subject to, any material Liability or Liability, including without limitation any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or Petroleumthe EHSR.
(g) Seller has made available to Buyer true8) No facts, complete and correct copies of all material environmental site assessmentsevents, audits, reports and all other documents materially bearing on environmental, health or safety Liability related conditions relating to the past or current operationspresent facilities, properties properties, or facilities operations of Timefire will prevent, hinder, or limit continued compliance with the Company (includingEHSR, give rise to any investigatory, remedial, or corrective obligations pursuant to the EHSR, or give rise to any other Liabilities pursuant to the EHSR, including without limitationlimitation any relating to on-site or off-site releases or threatened releases of, the environmental condition of the Company Real Property)or exposure to, in each case which are in the possession of Seller hazardous materials, substances or the Company wastes, personal injury, property damage or under the reasonable control of Seller or the Companynatural resources damage.
(h9) Notwithstanding anything Timefire has never obtained, possessed or authorized any environmental audits, reports, and other material environmental documents relating to the contrary contained in this Agreementits past or current properties, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental mattersfacilities, including any matters arising under Environmental Lawsor operations.
Appears in 1 contract
Samples: Merger Agreement (EnergyTEK Corp.)
Environmental, Health and Safety Matters. 3.17.1 Each of CPF and CPI, and their respective predecessors and Affiliates, has complied and is in compliance with all Environmental, Health, and Safety Requirements.
3.17.2 Without limiting the generality of the foregoing, each of CPF and CPI, and their respective Affiliates has obtained and complied with, and is in compliance with, all Permits, that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business; a list of all such Permits, is set forth on the attached Schedule 3.17.2.
3.17.3 Neither CPF nor CPI, nor their respective predecessors or Affiliates has received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.
3.17.4 None of the following exists at any Real Property or facility leased or owned or operated by CPF or CPI: (a) The Company is andunderground storage tanks, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental Laws, which compliance has included obtaining and complying at all times and in all material respects with all material permits required under applicable Environmental Laws.
(b) Except as set forth on Section 4.15(b) of the Seller Disclosure Scheduleasbestos-containing material in any form or condition, the Company has not, during the five (5) years prior to the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of Environmental Laws by the Company; (ii) any allegation of any actual or potential material responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Company has potential Liability except, in the case of either (i), (ii) or (iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation.
(c) The Company materials or equipment containing polychlorinated biphenyls, or (d) landfills, surface impoundments, or disposal areas.
3.17.5 Neither CPF nor CPI, nor their respective predecessors or Affiliates or any other Party has not usedtreated, stored, treated, transported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transported, handled, or exposed released any Person to, any Hazardous Materials or Petroleumsubstance, including onwithout limitation any hazardous substance, underHazardous Materials, at or from the Company Real Propertyleased, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law.
(d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which (and no such property or facility is or has been contaminated by any Hazardous Material such substance) in a manner that has given or Petroleum so as to would give rise to liabilities, including any material Liabilities of the Company or material investigatoryliability for response costs, corrective action costs, personal injury, property damage, natural resources damages or remedial obligations attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Company under Environmental Laws. There is no asbestos contained in or forming part of any buildingSolid Waste Disposal Act, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Scheduleamended, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person Environmental, Health, and Safety Requirements.
3.17.6 Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for whose conduct site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of them are the so-called "transaction-triggered" or may be responsible)"responsible property transfer" Environmental, Health, and Safety Requirements.
(e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum.
(f) The Company has not3.17.7 Neither CPF nor CPI has, either expressly or by operation of Lawlaw, assumedassumed or undertaken any liability, undertaken, or provided an indemnity with respect to including without limitation any material Liability or any material investigatory, obligation for corrective or remedial obligationaction, of any other Person relating to Environmental LawsEnvironmental, Health, and Safety Requirements.
3.17.8 There areno facts, events or conditions relating to the past or present leased or owned facilities, properties or operations including the Real Property of CPF or CPI that will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including without limitation any Release relating to onsite or offsite releases including releases by third parties that have migrated onto the Real Property or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage that have accrued at any time.
3.17.9 That there are no violations or any Environmental, Health and Safety Requirements past or present with respect to the Real Property. Any of the following individually or in any combination shall be a violation of the representations being made herein that there are no violations of the Environmental, Health and Safety Requirements as follows:
(a) The release, presence or discharge in, on, under or about the Real Property or other owned or leased facilities or from the transportation or disposal of any Hazardous Materials to or from the Real Property by anyone, including agents, predecessors in title, employees, licensees, invitees or any other parties; or
(b) the Real Property's failure to comply with any Environmental, Health and Safety Requirements;
(c) That the Real Property and the ground under it is contaminated with Hazardous Materials or Petroleumotherwise contain substances or materials that violate the Environmental, Health and Safety Requirements.
(d) That the Real Property has been used or is currently used for the generation, transportation, treatment, storage or disposal of Hazardous Materials;
(e) that the Real Property contains any conditions that could result in the recovery by any governmental or private party of remedial or removal costs, natural resource damages, property damages, damages for personal injuries or other costs, expenses or damages or that could result in injunctive relief of any kind arising from any alleged injury or threat of injury;
(f) that any part of the Real Property has been used in connection with any Hazardous Materials;
(g) Seller has made available to Buyer true, complete and correct copies that there have been releases of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the past or current operations, properties or facilities Hazardous Materials and/or that a threat of the Company (including, without limitation, the environmental condition of the Company Real Property), in each case which are in the possession of Seller or the Company or under the reasonable control of Seller or the Company.such release exists;
(h) Notwithstanding that there is use, generation, storage, release or other disposal of Hazardous Materials on the Real Property by anyone including migration from adjacent Properties including any agents, contractors, employees, invitees or by any prior owner of the Real Property or any other party; or
(i) that there are Hazardous Materials spills or contaminants affecting the surface or subsurface of the Real Property or any property adjoining or abutting the Real Property resulting from the presence of any Hazardous Materials on the Real Property.
(j) notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are 3.17.9 the sole parties agree and exclusive representations understand that in full compliance with all Environmental, Health and warranties of Seller concerning environmental mattersSafety Requirements substances and materials, including any matters arising under Environmental LawsHazardous Materials, necessary for the CPF operations have been stored on or used on the Real Property in the ordinary course of CPF's business.
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