Environmental, Health and Safety Matters. (a) The Company Group has complied and are in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements. (b) Without limiting the generality of the foregoing, the Company Group has obtained, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing. (c) No Company 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, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements. (d) No property or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past. (e) No member of the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements. (f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements. (g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements. (h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Village Farms International, Inc.), Membership Interest Purchase Agreement (Village Farms International, Inc.), Membership Interest Purchase Agreement (Village Farms International, Inc.)
Environmental, Health and Safety Matters. Except as set forth on Section 3.14 of the Disclosure Schedule:
(a) The Company Group has complied Companies currently are, and are in complianceat all times have been, in each case compliance in all material respects, respects with all Environmental, Health, applicable Environmental Health and Safety RequirementsRequirements in connection with the ownership, use, maintenance or operation of its business or assets or properties.
(b) Without limiting the generality None of the foregoing, the Company Group has obtained, have complied, and are following exists in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company has received any written or oral notice, report or other information regarding material quantity at 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, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property or facility owned, leased or operated by any Group Company: (i) underground storage tanks; (ii) friable asbestos-containing material; or (iii) materials or equipment labelled as containing polychlorinated biphenyls.
(c) The Company has made available to Buyer a copy of all studies, audits, assessments or investigations containing material information concerning compliance with, or Liability or obligations under, Environmental Health and Safety Requirements affecting the Company and its Subsidiaries that are in the possession or control of the Group contains any underground storage tanks currentlyCompanies, nor, to each of which is identified in Section 3.14(c) of the Disclosure Schedule.
(d) To the Knowledge of BHBthe Company, has contained any underground storage tanks in the past.
(e) No member of the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.
(f) There there are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group Legal Proceedings pending or, to the Knowledge of BHBthe Company, threatened by any Governmental Body under Person that the properties or assets of the Group Companies are not, or in each case that its or their respective business has not been conducted, in compliance with all Environmental, Health, Health and Safety Requirements relating Requirements. No Group Company has retained or assumed any Liability of any other Person under any Environmental, Health and Safety Requirements. To the Knowledge of the Company, there are no past or present facts, circumstances or conditions that would reasonably be expected to give rise to any property currently or formerly owned or operated by Liability of the Company Group or their Affiliatesany of its Subsidiaries with respect to Environmental, Health and Safety Requirements.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Shutterfly Inc)
Environmental, Health and Safety Matters. The Company is not required to obtain any Permits in order to operate the Business in compliance with applicable Environmental, Health and Safety Laws. Except as disclosed on Schedule 4.18:
(a) The Company Group has and all of its assets have complied and are in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, the Company Group has obtained, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to applicable Environmental, Health, Health and Safety Requirements for the occupation of the facilities of the Laws in all material respects;
(b) The Company Group has no material liability under any Environmental, Health and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.Safety Laws;
(c) No None of the operations of the Company has received any written involve, or oral noticehave involved, report or other information regarding any actual or alleged the violation of Environmental, Health, Health and Safety RequirementsLaws governing the generation, storage or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any transportation of them, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.Contaminants;
(d) No The Company has not disposed of any Contaminant by placing it at, in, on, under or about the Real Property, any real property or facility formerly owned, leased or operated by the Company Group contains Company, or any underground storage tanks currentlyother real property, nor, except to the Knowledge of BHBextent such disposal was in compliance with all applicable Environmental, has contained any underground storage tanks Health and Safety Laws in the past.all material respects;
(e) No member underground storage tanks or surface impoundments are or ever have been located on the Real Property, in violation of the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other applicable Environmental, Health, Health and Safety Requirements.Laws;
(f) There are have been no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety Releases of Persons or Hazardous Substances present Contaminants at, on in, on, under or under about the Real Property in violation of applicable Environmental, Health, Health and Safety Requirements.Laws;
(g) Neither this Agreement nor There are no PCBs or friable asbestos located at or on 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.Real Property;
(h) There are no The Company has not received any written requests for information, notice, demand, letter, administrative inquiry, or formal or informal complaint or claim with respect to Contaminants or the environment;
(i) Sellers have made available for review by Investor, true, correct and complete copies of all environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment reports in their possession or investigation, soil and/or groundwater report, environmental compliance assessment prepared within in the past five (5) years by or on behalf of any member of the Company Group or, Company’s possession relating to the Knowledge of BHBReal Property, the Company’s operations and any Governmental Body under the Environmentalreal property previously owned, Health, and Safety Requirements relating to any property currently or formerly owned leased or operated by the Company Group Company; and
(j) None of the matters set forth on Schedule 4.18, individually or their Affiliatesin the aggregate, would reasonably be expected to result in a material liability or obligation on the part of the Company.
Appears in 2 contracts
Samples: Merger Agreement (HHG Distributing, LLC), Merger Agreement (Hhgregg, Inc.)
Environmental, Health and Safety Matters. (a) The Business, the Company Group has and its Subsidiaries have complied and are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, the Business, the Company Group has and its Subsidiaries have obtained, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and its Subsidiaries and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Neither the Business, the Company nor any of its Subsidiaries 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, their current or former facilities or the Leased Real Property arising under Environmental, Health, and Safety Requirements.
(d) No Except as set forth on Section 3.19(d) of the Disclosure Schedule, no property or facility owned, leased or operated by the Company Group or its Subsidiaries contains any underground storage tanks currently, nor, to the Knowledge of BHBthe Company, has contained any underground storage tanks in the past.
(e) No member of Neither the Business, the Company Group nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety RequirementsRequirements or any other applicable Law.
(f) There are no environmental conditions or circumstances on the Leased Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Leased Real Property in violation of Environmental, Health, and Safety Requirements.
(g) Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement Transactions will result in any obligations for site investigation or cleanup, or notification to or Consent of Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no Section 3.19(h) of the Disclosure Schedule lists each written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Business, the Company Group or any of its Subsidiaries or, to the Knowledge of BHBthe Company, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Business, the Company Group or any of its Subsidiaries or their Affiliates.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Orgenesis Inc.), Stock Purchase Agreement
Environmental, Health and Safety Matters. (a) The Company Group has complied Each Acquired Entity and its respective predecessors and Affiliates are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality SECTION 5.25 of the foregoingCompany Disclosure Letter, the Company Group each Acquired Entity and its respective Affiliates has obtained, have complied, obtained and are is in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business)its business. A list of all such Permits and other authorizations is set forth on Section 3.19(bin SECTION 5.25(B) of the Company Disclosure ScheduleLetter. Such Permits are in full force and effect, free from Breach, and will not be available to adversely affected by the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the ClosingTransactions.
(c) No Company Acquired Entity nor any of 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, Requirements or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)Liabilities, including any investigatory, remedial or corrective obligationsLiabilities, relating to any of them, their current them or former its facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No None of the following exists at any property or facility owned, leased owned or operated by the Company Group contains Acquired Entities: (i) under or above-ground storage tanks, (ii) asbestos containing material in any underground storage tanks currentlyform or condition, nor(iii) materials or equipment containing polychlorinated biphenyls, to the Knowledge of BHBor (iv) landfills, has contained any underground storage tanks in the pastsurface impoundments, or disposal areas.
(e) No member Acquired Entity nor any of the Company Group its respective predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released Released any substance, including any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilitiesany Damages, including any material liability Damages for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, damage or natural resources damages or attorney and consultant fees and costsdamages, pursuant to CERCLA or 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) There are no environmental conditions The Transactions will not result in any Liabilities for site investigation or circumstances on cleanup, or require the Real Property that pose an unreasonable risk Consent of any Person, pursuant to any of the environment so-called "transaction-triggered" or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of "responsible property transfer" Environmental, Health, and Safety Requirements.
(g) Neither this Agreement No Acquired Entity nor any of their predecessors or Affiliates has, either expressly or by operation of Law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements which would have a Material Adverse Effect on the consummation Company. No facts, events or conditions relating to the past or present facilities, properties or operations of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanupAcquired Entities, or notification to or Consent of Governmental Bodies or third parties, pursuant to nor any of the their respective predecessors or Affiliates, will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of give rise to any member of the Company Group or, Damages pursuant to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating Requirements, or give rise to any property currently other Liabilities pursuant to Environmental, Health, and Safety Requirements. Notwithstanding anything in this SECTION 5.25 to the contrary, Breaches of this SECTION 5.25 shall only be taken into account to the extent that they, individually or formerly owned or operated by in the Company Group or their Affiliatesaggregate, would have a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Merger Agreement (3 D Systems Corp), Merger Agreement (3 D Systems Corp)
Environmental, Health and Safety Matters. (a) The Company Group is, and at all times has complied and are in compliancebeen, in each case full compliance with, and has not been and is not in all material respectsContravention of or liable under, any Environmental Law or Occupational Safety and Health Law. The Company does not have any basis to expect, nor has the Company or any other Person for whose conduct it is or may be held responsible received, any actual or threatened Order, notice or other communication from (i) any Governmental Authority or other Person acting in the public interest, or (ii) the current or prior owner or operator of any facility of the Company, of any actual or potential violation or failure to comply with all any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health, Health and Safety RequirementsLiabilities with respect to any facility of the Company or other property or asset (whether real, personal or mixed) in which the Company has had an interest, or with respect to any property or facility of the Company at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by the Company or any other Person for whose conduct it is or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received.
(b) Without limiting There are no pending or, to the generality Company's knowledge, threatened, claims, Encumbrances or other restrictions of any nature, resulting from any Environmental, Health and Safety Liabilities or arising under any Environmental Law or Occupational Safety and Health Law, with respect to or affecting any of the foregoingCompany's facilities or any other properties and assets (whether real, personal or mixed) in which the Company Group has obtained, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closingor had an interest.
(c) No The Company has received no basis to expect, nor has it or any written other Person for whose conduct it is or oral may be held responsible, received, any citation, directive, inquiry, notice, report Order, summons, warning or other information regarding communication (i) that relates to Hazardous Activity, Hazardous Materials or any actual actual, alleged or potential Contravention of or failure to comply with any Environmental Law or Occupational Safety and Health Law, or (ii) of any actual, alleged violation or potential obligation to undertake or bear the cost of any Environmental, Health, Health and Safety RequirementsLiabilities with respect to any facility of the Company or other property or asset (whether real, personal or mixed) in which the Company had an interest, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating with respect to any of themproperty or facility to or by which Hazardous Materials generated, their current manufactured, refined, transferred, imported, used or former facilities processed by the Company or the Real Property arising under Environmentalany other Person for whose conduct it is or may be held responsible, Healthhave been transported, and Safety Requirementstreated, stored, handled, transferred, disposed, recycled or received.
(d) No Neither the Company nor any other Person for whose conduct it is or may be held responsible has any Environmental, Health and Safety Liabilities with respect to any facility of the Company or with respect to any other property or facility ownedasset (whether real, leased personal or operated by mixed) in which the Company Group contains (or any underground storage tanks currently, nor, to the Knowledge of BHBpredecessor), has contained or had an interest, or at any underground storage tanks in property geologically or hydrogeologically adjoining any facility of the pastCompany or any such other property or asset.
(e) No member The Company has delivered to Purchaser true and complete copies of any reports, studies, analyses, tests or monitoring results possessed or initiated by the Company pertaining to Hazardous Materials or Hazardous Activities in, on or under any of the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handledCompany's facilities, or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated concerning compliance by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amendedCompany, or any other EnvironmentalPerson for whose conduct they are or may be held responsible, Health, and Safety Requirementswith Environmental Laws.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 2 contracts
Samples: Restructuring Agreement (Finova Capital Corp), Restructuring Agreement (Aquis Communications Group Inc)
Environmental, Health and Safety Matters. (a) The Except as set forth on Schedule 4.17, the Company Group has complied and are is in compliance, in each case in all material respects, respects with all applicable Environmental, Health, and Safety Requirements.
(ba) Without limiting the generality of the foregoing, the Company Group has obtained, have compliedholds and maintains, and are has at all times in the past three (3) years held and maintained, and has in the past three (3) years complied and is in compliance with with, in each case in all material respects, all Company Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group its business.
(including the Business). A list of all such Permits and other authorizations is b) Except as set forth on Section 3.19(b) Schedule 4.17(b), the Company has not received any unresolved written or, to the Knowledge of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company has received any written or oral noticeCompany, report or other information oral, notice regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any liabilities Liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, Liabilities relating to any of them, their current it or former its facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(dc) No property There is no Environmental Claim (as defined below) pending, or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHBthe Company, has contained any underground storage tanks in the past.
(e) No member of threatened, against the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, against any person or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material entity whose liability for investigation such Environmental Claim the Company has retained or assumed either contractually or by operation of law. As used in this Agreement, “Environmental Claim” shall mean any written notice by a person or entity alleging potential liability (including potential liability for investigatory costs, cleanup costs, governmental response costs, remedial costsnatural resources damages, corrective action costsproperty damages, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amendedinjuries, or penalties) arising out of, based on or resulting from (i) the presence, or release into the environment, of any other material or form of energy at any location, whether or not owned by the Company, or (ii) any violation of or alleged violation of or alleged Liability under any Environmental, Health, and Safety Requirements.
(fd) There are no environmental conditions Schedule 4.17(d) sets forth all correspondence with any governmental or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in regulatory body respecting any obligations for site investigation or cleanup, or notification to or Consent of Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently that either (i) are dated January 1, 2022 or formerly owned later or operated by the Company Group or their Affiliates(ii) remain pending.
Appears in 2 contracts
Samples: Merger Agreement (Nature's Miracle Holding Inc.), Merger Agreement (Agrify Corp)
Environmental, Health and Safety Matters. (ai) The Company Group has complied and are is in compliance, in each case compliance in all material respects, respects with all Environmental, Health, and Safety Requirements.
(bii) Without limiting the generality of the foregoing, the Company Group has obtained, have compliedobtained and complied with, and are is in compliance with in all Permits material respects with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closingits business.
(ciii) No The Company has 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, their current it or former its facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(div) No To the Company's Knowledge, none of the following exists at any property or facility owned, leased owned or operated by the Company Group contains any Company: (1) underground storage tanks currentlytanks, nor(2) asbestos-containing material in any form or condition, to (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas. The Company uses a glue that contains cyclohexanone, a hazardous substance. The Company has furnished the Knowledge of BHBBuyer with an MSDS regarding this product. The Company also uses Super Bonder 496 Instant Adhesive, which contains cyanocrylate, and the Company has contained any underground storage tanks in provided the pastBuyer an MSDS regarding this product.
(ev) No member of the The Company Group has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any hazardous substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsfees, pursuant to CERCLA or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended, amended ("SWDA") or any other Environmental, Health, and Safety Requirements.
(fvi) There are no environmental conditions or circumstances on Except as set forth in ss. 4(w) of the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present atDisclosure Schedule, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) Neither 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 consent of Governmental Bodies Authorities or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(hvii) There are no written environmental auditThe Company has not, health and safety auditeither expressly or by operation of law, Phase I environmental site assessmentassumed or undertaken any liability, Phase II environmental site assessment including without limitation any obligation for corrective or investigationremedial action, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, other Person relating to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their AffiliatesRequirements.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company Group has Seller and its predecessors and Affiliates have complied and are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoingNo Permits, the Company Group has obtainedlicenses, have complied, and are in compliance with all Permits and or other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the Seller's facilities of the Company Group and the operation of the business of the Company Group (including the Seller Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company has Neither the Seller nor its predecessors or 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)Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them, them or their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property Neither the Seller nor its predecessors or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would so as to give rise to material liabilitiesany current or future Liabilities, including any material liability Liability for investigation costsfines, penalties, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsattorneys' fees, pursuant to CERCLA or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(ge) Neither this Agreement nor the consummation of the transaction transactions that is are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or Consent consent of Governmental Bodies government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(hf) There are no written environmental auditNeither the Seller nor its predecessors or Affiliates has designed, health manufactured, sold, marketed, installed, or distributed products or other items containing asbestos, and safety auditnone of such entities is or will become subject to any Asbestos Liabilities.
(g) Neither the Seller nor its predecessors or Affiliates has assumed, Phase I environmental site assessmentundertaken or otherwise become subject to any Liability, Phase II environmental site assessment including without limitation any obligation for corrective or investigationremedial action, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, other Person relating to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their AffiliatesRequirements.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Except as set forth in Section 3.17 of the Company Group has complied Disclosure Schedule, the Company, its operations and are in compliancereal properties are, and have been, in each case compliance in all material respects, respects with all Environmental, HealthHealth and Safety Laws. The Company has Permits required under Environmental, Health and Safety Laws for its operations and products, and all such Permits are in good standing. The Company has filed all material reports required to be filed with respect to its business and real property under Environmental, Health and Safety RequirementsLaws and has generated and maintained all data, documentation and records required to be maintained under any applicable Environmental, Health and Safety Laws. Except as set forth in Section 3.17 of the Company Disclosure Schedule, the Company has not received notice of, and is not the subject of, any pending or threatened Actions, demands, claims or notices by any Person (i) alleging Liabilities under or non-compliance with any Environmental, Health and Safety Law, or (ii) relating to the presence or alleged presence of Hazardous Materials in, under or upon any real property or any offsite disposal facility or location.
(b) Without limiting the generality of the foregoing, the Company Group has obtained, have complied, and are Except as specifically identified in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) 3.17 of the Disclosure Schedule. Such Permits will be available to , (i) the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company 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, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group has treatednot placed, stored, deposited, discharged, buried, dumped or disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including any of Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, Materials or any other Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 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 cleanupwastes produced by, or notification to or Consent of Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHBresulting from, any Governmental Body under business, commercial or industrial activities, operations or processes of or associated with the EnvironmentalCompany, Healthon, and Safety Requirements relating beneath or adjacent to any property currently or formerly owned owned, operated or operated leased by the Company Group (or their Affiliatesfor the Company managed, supervised or associated with such operations and activities), (ii) no asbestos, polychlorinated biphenyls, lead-based paint, toxic mold, or above ground or underground storage tanks are present at, in, on or under any real property, and the Company does not and has not used Hazardous Materials at any real property, and (iii) the Company’s products and labeling comply with all Environmental Health and Safety Laws.
(c) The Company has no Liabilities under any Environmental, Health and Safety Law nor is it responsible for, has it assumed or is it a successor to any Liabilities of any other Person under any Environmental, Health and Safety Law. There are no past or present (or to the Knowledge of the Company, future) actions, activities, circumstances, conditions, events or incidents, including the Release, threatened Release or presence of any Hazardous Material which could form the basis of any Liabilities under Environmental Health and Safety Laws against the Company or against any Person for whom the Company has or may have retained or assumed either contractually or by operation of Law.
(d) The Company has made available to Buyer copies of all assessments, audits, investigations, and sampling or similar reports relating to the environment or the presence or release of any Hazardous Materials, to the extent applicable to all real property involving the activities or operations of the Company.
(e) For purposes of this Section 3.17, the term “real property” includes any property currently or formerly owned, leased or occupied by the Company, and any non-owned or leased property where the Company supervises, manages or directs the manufacturing of its products.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company Group Except as set forth in Disclosure Schedule 13.3(q), the Interestholder has for the past five (5) years complied and are is in compliance, in each case in all material respects, with all Environmental, Health, and Safety RequirementsRequirements in connection with the operation of its Contributed Business.
(bii) Without limiting the generality of the foregoing, except as set forth in Disclosure Schedule 13.3(q), the Company Group Interestholder has obtained, have has for the past five (5) years complied, and are is in compliance with with, in each case in all Permits material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the its Contributed Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(ciii) No Company In connection with the operation of its Contributed Business, the Interestholder 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 liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)material liabilities, including any material investigatory, remedial remedial, or corrective obligations, relating to any of them, their current or former its facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(div) No property Neither the Interestholder nor any of its predecessors or facility ownedAffiliates, leased or operated by in connection with the Company Group contains any underground storage tanks currentlyoperation of such Interestholder’s Contributed Business, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group has have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, exposed any person to, or released any substance, including without limitation any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) ), in a manner that has given or would any case so as to give rise to any current or future material liabilities, including any material liability for investigation costsfines, penalties, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsattorneys’ fees, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.
(fv) There ADS Parent and ADS have made available to Tigre all material environmental audits, reports, and other material environmental documents relating to ADS’s or its predecessors’ or Affiliates’ past or current properties, facilities, or operations that are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present atin their possession, on custody, or under the Real Property in violation of Environmental, Health, and Safety Requirementstheir reasonable control.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Samples: Interestholders Agreement (Advanced Drainage Systems, Inc.)
Environmental, Health and Safety Matters. (ai) The Each Acquired Company Group has and each of their respective predecessors and Affiliates have complied and are in compliance, in each case compliance in all material respects, respects with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, the Company Group has obtained, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, Health and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available applicable to the Acquired Companies, including all products manufactured, distributed, imported or exported by any Acquired Company, or the Leased Real Property. No Acquired Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company nor any of their respective Affiliates has received any written or oral notice, report or other information regarding any actual or alleged violation or breach of any Environmental, Health, Health and Safety Requirements, Requirement or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligationsLiabilities. Company has furnished to Buyer all environmental audits, reports and other environmental documents relating to any of themthe Acquired Companies’ past and current properties, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirementsoperations.
(dii) No None of the following exists at any property or facility currently or formerly owned, leased or operated by any Acquired Company, including the Company Group contains any Leased Real Property: (A) underground storage tanks currentlytanks; (B) asbestos-containing material in any form or condition; (C) materials or equipment containing polychlorinated biphenyls; or (D) landfills, nor, to the Knowledge surface impoundments or hazardous substance disposal areas. No Acquired Company nor any of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group their respective predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed or released any substance, including any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would so as to give rise to material liabilitiesany current or future Liabilities, including any material liability Liability for investigation fines, penalties, investigative costs, response costs, remedial cleanup costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant attorneys’ fees and costs, pursuant to CERCLA any Environmental, Health and Safety Requirements. No Acquired Company has assumed, undertaken or the Solid Waste Disposal Actotherwise become subject to any Liability, as amendedincluding any obligation for corrective or remedial action, or of any other Person relating to Environmental, Health, Health and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(giii) Neither this Agreement nor any Related Agreement, nor the consummation of the transaction that is the subject of this Agreement will transactions contemplated herein or therein, would reasonably be expected to result in any obligations obligation for site investigation or cleanup, or notification to or Consent consent of any Governmental Bodies Authority or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, Health and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Business, the Company Group has and its Subsidiaries have complied and are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, the Business, the Company Group has and its Subsidiaries have obtained, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and its Subsidiaries and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Neither the Business, the Company nor any of its Subsidiaries 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, their current or former facilities or the Leased Real Property arising under Environmental, Health, and Safety Requirements.
(d) No Except as set forth on Section 3.19(d) of the Disclosure Schedule, no property or facility owned, leased or operated by the Company Group or its Subsidiaries contains any underground storage tanks currently, nor, to the Knowledge of BHBthe Company, has contained any underground storage tanks in the past.
(e) No member of Neither the Business, the Company Group nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety RequirementsRequirements or any other applicable Law.
(f) There are no environmental conditions or circumstances on the Leased Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Leased Real Property in violation of Environmental, Health, and Safety Requirements.
(g) Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement Transactions will result in any obligations for site investigation or cleanup, or notification to or Consent of Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no Section 3.19(h) of the Disclosure Schedule lists each written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Business, the Company Group or any of its Subsidiaries or, to the Knowledge of BHBthe Company, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Business, the Company Group or any of its Subsidiaries or their Affiliates.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company Group and each Subsidiary is currently and has complied and are in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, the Company Group has obtained, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements been for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company 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, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by in compliance in all material respects with all Environmental Laws and has not received from any Person any: (i) Environmental Notice or on behalf Environmental Claim; or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of any member ongoing obligations or requirements as of the Closing Date.
(b) The Company and each Subsidiary has obtained and is in compliance in all material respects with all Environmental Permits (each of which is disclosed in Section 3.16(b) of the Disclosure Schedules) necessary for the ownership, lease, operation or use of the business or assets of the Company Group oror any Subsidiary and all such Environmental Permits are in full force and effect in accordance with Environmental Law. With respect to any such Environmental Permits, to neither the Company nor any of its Subsidiaries has received any Environmental Notice or written communication regarding any material adverse change in the status or terms and conditions of the same.
(c) To the Knowledge of BHBthe Company, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any no real property currently or formerly owned, operated or leased by the Company or any Subsidiary is listed on the National Priorities List (or CERCLIS) under CERCLA, or any similar state list.
(d) To the Knowledge of the Company, there has been no Release of Hazardous Materials in contravention of Environmental Law with respect to the business or assets of the Company or any Subsidiary or any real property currently or formerly owned, operated or leased by the Company or any Subsidiary, and neither the Company nor any Subsidiary has received an Environmental Notice that any real property currently or formerly owned, operated or leased in connection with the business of the Company or any Subsidiary (including soils, groundwater, surface water, buildings and other structure located on any such real property) has been contaminated with any Hazardous Material, in each case, which would reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, the Company or any Subsidiary.
(e) Section 3.16(e) of the Disclosure Schedules contains a complete and accurate list of all active or abandoned aboveground or underground storage tanks owned or operated by the Company Group or their Affiliatesany of its Subsidiaries at the Leased Real Property.
(f) To the Knowledge of the Company, Section 3.16(f) of the Disclosure Schedules contains a complete and accurate list of all off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by the Company or any of its Subsidiaries, and to the Knowledge of the Company, none of these facilities or locations has been placed on the National Priorities List (or CERCLIS) under CERCLA, or any similar state list, and neither the Company nor any of its Subsidiaries in the past four (4) years has received any Environmental Notice regarding potential liabilities with respect to such off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by the Company or any of its Subsidiaries.
(g) Neither the Company nor any of its Subsidiaries has retained or assumed, by contract, any material unresolved liabilities or obligations of third parties under Environmental Law.
(h) The Company has provided or otherwise made available to Buyer and listed in Section 3.16(h) of the Disclosure Schedules any and all material environmental reports, studies, audits, records, sampling data, site assessments and other similar material documents with respect to the business or assets of the Company or any of its Subsidiaries or any currently or formerly owned, operated or leased real property which were prepared in the last four (4) years and are in the possession or control of the Company or any of its Subsidiaries related to compliance with Environmental Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Each Member of the Company Group has complied and are is in compliance, and has complied, in each case in case, all material respects, with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, each Member of the Company Group has obtained, have has complied, and are is in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business)Group’s business. A list of all such Permits and other authorizations is set forth on in Section 3.19(b3.18(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No The Company Group has not received any written or or, to the Knowledge of the Seller Parties, oral notice, report 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 unliquidated, or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them, their current or former facilities or the Real Property ) arising under Environmental, Health, and Safety Requirements, including any investigatory, remedial, or corrective obligations, relating to the Company Group, its current or former facilities (as applicable), or the Leased Real Property.
(d) No property To the Knowledge of the Seller Parties, no property, or facility owned, leased leased, or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHBthe Seller Parties, has contained any underground storage tanks in the past.
(e) No member of the The Company Group has not treated, stored, disposed of, arranged for for, or permitted the disposal of, transported, handled, or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages damages, or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.
(f) There To the Knowledge of the Seller Parties, there are no environmental conditions or circumstances on the Leased Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or any Person. To the Knowledge of the Seller Parties, there are no Hazardous Substances present at, on on, or under the Leased Real Property in violation of Environmental, Health, and Safety Requirements.
(g) Neither (i) the execution and the delivery of this Agreement nor the Ancillary Agreements to which the Company is a party, (ii) the performance by the Company or its Affiliates of its obligations hereunder and thereunder, nor (iii) the consummation of the transaction that is the subject Transactions, will (with or without notice or lapse of this Agreement will time or both) result in any obligations for site investigation or cleanup, or notification to or Consent of any Governmental Bodies Body or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no Section 3.18(h) of the Disclosure Schedule lists each written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or or groundwater report, and environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHBthe Seller Parties, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their its Affiliates.
Appears in 1 contract
Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Disclosure Schedule:
(a) The Each Acquired Company Group has complied and are is in compliancefull compliance with, and is not in each case violation of or liable under, any Environmental Law. There is no threatened notice, claim, citation or directive from any federal, state or local government, or any agency thereof, or private citizen acting in all material respectsthe public interest, of any actual or potential violation or failure to comply with all any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health, and Safety RequirementsLiabilities with respect to any property or assets (whether real, personal, or mixed) in which any Acquired Company has or had an interest.
(b) Without limiting There is no pending or threatened notice, claim, citation or directive that relates to hazardous activity or hazardous materials, or any alleged, actual or potential obligation to undertake or bear the generality cost of the foregoing, the Company Group has obtained, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to any Environmental, Health, and Safety Requirements for the occupation Liabilities with respect to any of the facilities of the properties or assets (whether real, personal, or mixed) in which any Acquired Company Group has or had an interest, with respect to which hazardous materials have been generated, handled, treated, stored or disposed of.
(c) The Company has delivered to Buyer true and the operation of the business of the Company Group (including the Business). A list complete copies and results of all reports, studies, analyses, tests, or monitoring possessed by any Acquired Company pertaining to hazardous materials or hazardous activities in, on, or under the Real Property or concerning compliance by any Acquired Company with Environmental Laws, except for such Permits and other authorizations is set forth on materials that are generated routinely in the ordinary course of compliance with the terms of permits or monitoring requirements imposed by Environmental Laws.
(d) Other than as disclosed in Section 3.19(b3.18(d) of the Disclosure Schedule. Such Permits will be available to , all properties and equipment used in the business of any Acquired Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company has received any written or oral noticeand their respective predecessors and Affiliates have been free of asbestos, report or other information regarding any actual or alleged violation of EnvironmentalPCB's, Healthmethylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, 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, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the pastExtremely Hazardous Substances.
(e) No member of the Acquired Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such EXECUTION COPY property or facility is contaminated by any such substance) , in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsfees, or any investigative, corrective or remedial obligations, pursuant to any Environmental Law (including CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety RequirementsRCRA).
(f) There are no environmental conditions or circumstances on None of the following exists at any Owned Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Leased Real Property in violation of Environmental, Health, and Safety Requirements.
Property: (g1) Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result underground storage tanks; (2) asbestos-containing material in any obligations for site investigation form or cleanup, condition; (3) materials or notification to or Consent of Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group equipment containing polychlorinated biphenyls; or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Environmental, Health and Safety Matters. Except for matters set forth in Section 2.18 of the Company’s Disclosure Schedule, which have been resolved with no further obligation on the part of the Company, and matters which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company:
(a) The To the Knowledge of the Company Group and as per industry practices, the Company is, and since April 1, 2014 has complied and are been in compliance, in each case compliance in all material respects, with all applicable Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, to the Knowledge of the Company Group and as per industry practices, the Company has obtained, have complied, obtained and are is in material compliance with the terms of, all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business)since April 1, 2014. A list of all such Permits and other authorizations is set forth on in Section 3.19(b2.18(b) of the Company’s Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Since April 1, 2014, to the Knowledge of the Company, the Company has not received any written or oral notice, report or other information regarding notice of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)liabilities, including any investigatory, remedial or corrective obligations, relating to any of themthe Company, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements, which has not been satisfactorily resolved.
(d) No property Owned Real Property or facility owned, leased or operated by the Company Group Leased Real Property contains any underground storage tanks currently, norand, to the Knowledge of BHBthe Company, has no Owned Real Property or Leased Real Property contained any underground storage tanks in the past.
(e) No member To the Knowledge of the Company, the Company Group has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, transported or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) Substance in a manner that which has given resulted or reasonably would give rise be expected to material liabilities, including any result in a material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other under applicable Environmental, Health, and Safety Requirements.
(f) There To the Knowledge of the Company, there are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of violate applicable Environmental, Health, and Safety Requirements.
(g) Neither this Agreement nor the consummation Section 2.18(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no Company’s Disclosure Schedule lists written environmental auditaudits, health and safety auditaudits, Phase I environmental site assessmentassessments, Phase II environmental site assessment assessments or investigationinvestigations, soil and/or groundwater report, and environmental compliance assessment assessments prepared within the past five (5) years by or on behalf of any member of the Company Group or, to which are in the Knowledge of BHB, any Governmental Body under the Environmental, Health, Company’s possession and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliatescontrol.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company Group Seller is, and at all times has complied and are in compliancebeen, in each case compliance in all material respects, respects with all Environmental, Healthall, and not subject to any Liability under any, Environmental Laws and Occupational Safety Requirements.
(b) and Health Laws. Without limiting the generality of the foregoing, the Company Group has obtained, Seller and its Affiliates have complied, obtained and are complied in compliance all material respects with all Permits and other authorizations Governmental Authorizations that are required pursuant to Environmental, Health, Environmental Laws and Occupational Safety Requirements and Health Laws for the occupation of the their facilities of the Company Group and the operation of the business of the Company Group (including the Business)their businesses. A An accurate and complete list of all such Permits and other authorizations Governmental Authorizations is set forth on in Section 3.19(b3.18(a) of the Seller Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(cb) No Company The Seller has not received any written or oral notice, report or other written communication or information regarding (i) any actual actual, alleged or alleged potential violation of Environmental, Health, and Safety Requirementsof, or failure to comply with, any liabilities Environmental Law or Occupational Safety and Health Law or (ii) any Liability or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)Liability, including any investigatory, remedial or corrective obligationsobligation, relating to the Seller or any of them, their current or former facilities or the Leased Real Property or other property or facility currently or previously owned, leased, operated or controlled by the Seller arising under Environmental, Health, any Environmental Law or Occupational Safety and Safety RequirementsHealth Law.
(dc) No property or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, The Seller has contained any underground storage tanks in the past.
(e) No member of the Company Group has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, generated, manufactured, distributed, exposed any Person to or released any substance, including any Hazardous SubstanceMaterial, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) facility, in a manner that has given rise to, or would could reasonably be expected to give rise to material liabilitiesto, any Liability, including any material liability Liability for investigation costsfines, penalties, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages damage or attorney and consultant fees and costsattorneys’ fees, pursuant to CERCLA or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Solid Waste Disposal Act, as amended, or any other Environmental, Health, Environmental Law or Occupational Safety and Safety RequirementsHealth Law.
(fd) There are no environmental conditions The Seller has not, either expressly or circumstances on the Real Property that pose by operation of Law, assumed, undertaken, provided an unreasonable risk indemnity with respect to the environment or the health otherwise become subject to any Liability, including any obligation for corrective or safety remedial action, of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirementsany other Person relating to any Environmental Law.
(ge) Neither this Agreement nor No event has occurred or circumstance exists relating to the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanupoperations of, or notification the properties or facilities currently or previously owned, leased, operated or controlled by, the Seller that could reasonably be expected to (i) prevent, hinder or Consent of Governmental Bodies limit continued compliance in all respects with any Environmental Law or third partiesOccupational Safety and Health Law, (ii) give rise to any investigatory, remedial or corrective obligations pursuant to any of the EnvironmentalEnvironmental Law or Occupational Safety and Health Law or (iii) give rise to any other Liability pursuant to any Environmental Law or Occupational Safety and Health Law, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of including any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements Liability relating to any onsite or offsite releases of, or exposure to, Hazardous Materials, personal injury, property currently damage or formerly owned or operated by the Company Group or their Affiliatesnatural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Except as set forth on Schedule 3.10(a), (i) the Company Group has and its Subsidiaries have complied with, and are in compliancecompliance with, in each case in all material respects, with all applicable Environmental, Health, and Safety Requirements.
, in all material respects, (bii) Without without limiting the generality of the foregoing, the Company Group has obtained, and its Subsidiaries have compliedobtained and complied with, and are in compliance with with, in all Permits material respects, all permits, licenses and other authorizations that are required pursuant to the Environmental, Health, and Safety Requirements for the occupation of the their facilities of the Company Group and the operation of the business of their business, (iii) the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company has its Subsidiaries have not received any oral or written or oral notice, report notice or other information regarding any actual or alleged material violation of applicable Environmental, Health, and Safety Requirements, or any liabilities material liability, potential liability or potential liabilities loss contingency arising under applicable Environmental, Health, and Safety Requirements (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations), relating to any of them, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(div) No property or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group has and its Subsidiaries have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including any Hazardous Substance, Material or owned or operated any property or facility (and no such property or facility is contaminated by any such substanceHazardous Material) in a manner that has given or would be expected to give rise to any material liabilitiesliability, including (to the extent applicable in any material jurisdiction) liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsfees, pursuant applicable Environmental, Health, and Safety Requirements, and (v) the Company and its Subsidiaries have not, either expressly or by operation of law, assumed, undertaken or otherwise become subject to CERCLA or the Solid Waste Disposal Act, as amended, any material liability or any investigatory, remedial or corrective obligation of any other Person relating to applicable Environmental, Health, and Safety Requirements.
(fb) There are no environmental conditions investigations, studies, reviews, audits, tests or circumstances on the Real Property that pose an unreasonable risk to the environment other analyses of environmental conditions, issues or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years liabilities conducted by or on behalf of any member which are in the possession, custody or control of the Company Group or, or its Subsidiaries relating to the Knowledge operation of BHBthe Company's business or any facility owned, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned leased or operated by the Company Group or their AffiliatesCompany, except as listed on Schedule 3.10(b), copies of which have been furnished to Net2Phone.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company Group has complied and are LLC is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements.
(bii) Without limiting the generality of the foregoing, the Company Group The LLC has obtained, have compliedobtained and complied in all material respects with, and are is in compliance with in all Permits material respects, with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business). A its business; a list of all such Permits permits, licenses and other authorizations is set forth on Section 3.19(bin ss.3(B)(r)(ii) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(ciii) No Company The LLC has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any hazardous substance (as defined under any Environmental, Health, and Safety Requirements), or owned or operated any property or facility in a manner that has given or would give rise to liabilities under Environmental, Health, and Safety Requirements, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorneys' fees.
(iv) The LLC has not received any written or oral notice, 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 any of them, their current the LLC or former its facilities or the Real Property arising under Environmental, Health, and Safety Requirements, the subject of which would have a material adverse effect on the financial condition of the LLC.
(dv) No property or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including any Hazardous Substance, or owned or operated any property or facility (The execution and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) Neither this Agreement nor the consummation of the transaction that is the subject delivery of this Agreement will not result in any obligations for site investigation or cleanup, or notification to or Consent consent of Governmental Bodies government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.
(hvi) There are no written environmental auditThe LLC has not expressly assumed or undertaken any liability, health and safety auditincluding, Phase I environmental site assessmentwithout limitation, Phase II environmental site assessment any obligation for corrective or investigationremedial action, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, other person relating to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements Requirements.
(vii) No facts, events or conditions relating to the present facilities, properties or operations of the LLC 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 relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property currently damage or formerly owned or natural resources damage.
(viii) The LLC and any facilities operated by the Company Group LLC are not subject to, and have not been subject to, any administrative or their Affiliatesjudicial proceedings, or any investigations of which the LLC has notice, pursuant to any Environmental Health, and Safety Requirements.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company Group has Sellers, and their Affiliates, have complied and are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements.
(bii) Without limiting the generality of the foregoing, the Company Group each Seller has obtained, have has complied, and are is in compliance with all Permits permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business). A its business; and a list of all such Permits permits, licenses and other authorizations is set forth on Section 3.19(b§3(y)(ii) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(ciii) No Company Seller 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, them or their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(div) No property or facility owned, leased or operated by Except as set forth on §3(y)(iv) of the Company Group contains any underground storage tanks currently, norDisclosure Schedule, to the Knowledge of BHB, has contained Sellers none of the following exists at any property or facility owned or operated by any Seller: (1) underground storage tanks tanks, (2) asbestos-containing material in the pastany friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.
(ev) No member of the Company Group Seller has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would so as to give rise to material any current or future liabilities, including any material liability for investigation costsfines, penalties, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsattorneys’ fees, pursuant to CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or the Solid Waste Disposal Act, as amended, amended or any other Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Samples: Asset Purchase Agreement (Greenbrier Companies Inc)
Environmental, Health and Safety Matters. (a) The Company Group has complied at all times has complied, and are is in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, the Company Group has obtained, have has complied, and are is in compliance with with, all Permits Permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business)Company’s business. A list of all such Permits Permits, licenses and other authorizations is set forth on Section 3.19(b4.21(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Neither the Company nor any of its Affiliates has received any written or oral notice, report report, claim, complaint or other information information, or is subject to any investigation 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, them or their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No Except as set forth on Section 4.21(d) of the Disclosure Schedule, no property or facility owned, leased or operated by the Company Group contains any aboveground or underground storage tanks currently, nor, to the Knowledge of BHBSeller, has contained any aboveground or underground storage tanks in the past.
(e) No member of Neither the Company Group nor any of its Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) Substance in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsfees, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.
(f) There are is no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present Environmental Condition at, on under, in the vicinity of or under emanating from any property operated or leased by the Real Property in violation of Environmental, HealthCompany, and Safety Requirementswith respect to any property formerly owned, leased or operated by the Company, no Environmental Condition was at, under, in the vicinity of or emanating from any such property at the time that the Company owned, leased or operated it.
(g) The Company does not have any liability for costs associated with investigation, remedial action or natural resource damages arising from arrangement by the Company for the disposal of any Hazardous Substances.
(h) There is not constructed, placed, deposited, stored, disposed of nor located on any property leased or operated by the Company any asbestos in any form which has become or threatens to become friable.
(i) No Environmental Lien has attached to any property leased or operated by the Company.
(j) Neither this Agreement Agreement, nor the consummation of the transaction transactions that is are the subject of this Agreement Agreement, will result in any obligations for site investigation or cleanup, or notification to or Consent consent of Governmental Bodies government agencies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The business of each Company Group is, and at all times has complied been, conducted and are operated in compliancefull compliance with, and has not been and is not in each case in all material respectsviolation of or liable under, any Environmental Law. Neither Seller nor the Companies have any reasonable basis to expect, nor has any of them received, any actual or, to Seller’s Knowledge, threatened Order, notice or other communication of any actual or potential violation or failure by any Company to comply with all any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health, Health and Safety RequirementsLiabilities with respect to the operations, property or assets of the Companies, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any Company, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received.
(b) Without limiting There are no pending, threatened in writing or, to the generality Knowledge of Seller or the foregoingCompanies, the Company Group has obtainedotherwise threatened claims, have compliedLiens, or other restrictions of any nature resulting from any Environmental, Health and are in compliance with all Permits and other authorizations that are required Safety Liabilities or arising under or pursuant to Environmentalany Environmental Law with respect to or affecting any operations, Health, and Safety Requirements for the occupation property or assets of the facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closingany Company.
(c) No Company 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, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, exposed any person to, or released any substance, including any Hazardous SubstanceMaterial, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would so as to give rise to material liabilitiesany Environmental, including Health and Safety Liabilities.
(d) No property of a Company or facility in which any material liability for investigation costsCompany operates its business contains a Hazardous Material in a quality or concentration which exceeds an applicable soil, response costsgroundwater or other environmental, remedial costs, corrective action costs, personal injury, property damage, natural resources damages health or attorney and consultant fees and costs, pursuant to CERCLA safety criterion or standard published or enacted by a Governmental Entity having jurisdiction over the Solid Waste Disposal Act, as amended, facilities or any other assets of such Company or which could result in Environmental, Health, and Safety RequirementsLiabilities.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company Group has complied with and are is in compliance, in each case compliance with all applicable Environmental Laws in all material respects, . The Company has obtained all Governmental Authorizations required under Environmental Laws for its business and operations and is and has been in compliance with all Environmentalrequirements in such Governmental Authorizations. No suspension, Healthcancellation, termination, or non-renewal of any such Governmental Authorizations is threatened or imminent. The Company is not subject to any existing, pending or, to the Knowledge of the Company, threatened proceedings under any Environmental Laws, and Safety Requirementsno material expenditures are or will be required by the Company in order to comply with any existing Environmental Law.
(b) Without limiting the generality of the foregoingThe Company has never sent, the Company Group has obtainedarranged for disposal or treatment, have compliedarranged with a transporter for transport for disposal or treatment, and are in compliance with all Permits and other authorizations that are required transported, or accepted for transport any Hazardous Substance, Hazardous Materials, Hazardous Waste, Solid Waste or petroleum, including crude oil or any fraction thereof, to a facility, site or location, which, pursuant to Environmentalany state or local Law, Healthis subject to a claim, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and administrative order or other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available request to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closingeffect Removal or take Remedial Action.
(c) No The Company has received any written or oral noticeat all times complied with Environmental Laws in the use, report or other information regarding any actual or alleged violation of Environmentalstorage, Healthdisposal, and Safety Requirementstreatment, or transport of any liabilities Hazardous Substance, Hazardous Materials, Hazardous Waste, Solid Waste, or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)petroleum, including crude oil or any investigatory, remedial or corrective obligations, relating to any of them, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirementsfraction thereof.
(d) No property There are no environmental reports, investigations or facility audits possessed or controlled by the Company (whether conducted by or on behalf of the Company or another Person, and whether done at the initiative of the Company or directed by a Governmental Authority or other Person) relating to premises currently owned, leased or operated by the Company Group contains any underground storage tanks currentlyor owned, nor, to leased or operated by the Knowledge of BHB, has contained any underground storage tanks in Company within the pastlast three years.
(e) No member Except as set forth in Section 3.18(e) of the Company Group Disclosure Schedule, there has treatednot been any contamination of groundwaters, storedsurface waters, disposed ofsoils or sediments as a result of the manufacture, arranged for storage, processing, loss, leak, escape, spillage, disposal or permitted other handling or disposition by or on behalf of the disposal of, transported, handled, or released any substance, including Company of any Hazardous Substance, Substance on or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) prior to the Closing Date in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirementsviolation of Environmental Laws.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property Except as set forth in violation of Environmental, Health, and Safety Requirements.
(gSection 3.18(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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group orDisclosure Schedule, there are no facts or circumstances which are reasonably expected to prevent or delay the ability of the Company to place in the EU market products that comply in all material respects with the Restrictions on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (2002/95/EC) (“RoHS Directive”) (including applicable exemptions as described in further detail in Exhibit J thereto) and the Waste Electrical and Electronic Equipment (2002/96/EC) Directive, if and to the Knowledge extent the legislation which is enacted and implemented by applicable European Union member nations is not different from such Directives in any respect. The Company has developed and implemented processes that substantially conform to the criteria set forth in the RoHS Enforcement Guidance (Version 1 - issued May 2006 and included as part of BHBExhibit J thereto; specifically those criteria set forth on page 5 and pages 9 and 10, any Governmental Body under for purposes of demonstrating due diligence with the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by RoHS Directive) for those products being placed in the Company Group or their AffiliatesEU market.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The 4.22.1 To the Knowledge of the Company Group and each Seller, the Company has complied and are is in compliance, in each case compliance in all material respects, respects with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, the Company Group has obtainedincluding, have compliedwithout limitation, and are in compliance with all Permits permits, Licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closingits business.
(c) No 4.22.2 The Company 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 any of them, their current them or former its facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property or facility owned, leased or operated by the 4.22.3 The Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsfees, or any investigatory, remedial or corrective obligations, pursuant to CERCLA or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, amended or any other Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 4.22.4 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 cleanup, or notification to or Consent consent of Governmental Bodies government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of 4.22.5 Neither the Company Group ornor any Seller has any environmental audits, reports or other material environmental documents relating to the Knowledge of BHBCompany’s past or current properties, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently facilities or formerly owned or operated by the Company Group or their Affiliatesoperations.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company Group has complied and are each Subsidiary is in compliance, in each case compliance in all material respects, respects with all Environmental, HealthHealth and Safety Requirements in connection with the ownership, use, maintenance or operation of its business or assets or properties and the production, distribution and sale of its Products. The Company and each Subsidiary possess all material consents, licenses, permits or other authorizations of Governmental Entities required under applicable Environmental, Health and Safety Requirements for the conduct of the Business, and are, and have been since January 1, 2015, in compliance in all material respects with the terms and conditions thereof. There are no pending, or to the knowledge of the Company, any threatened in writing allegations by any Person that (i) the properties or assets of the Company or any Subsidiary are not, or that the Business has not been conducted, in compliance with all Environmental, Health and Safety Requirements or (ii) the Company or any Subsidiary has not obtained any consent, license, permit or other authorization of a Governmental Entity required under applicable Environmental, Health and Safety Requirements. Neither the Company nor any Subsidiary has knowledge of any actual or threatened (in writing) revocation, withdrawal, suspension, cancellation, termination, or modification of any consent, license, permit or other authorization of any Governmental Entity required under applicable Environmental, Health and Safety Requirements. Neither the Company nor any Subsidiary has retained or assumed any Liability of any other Person under any Environmental, Health and Safety Requirements. To the knowledge of the Company, there are no past or present facts, circumstances or conditions that would reasonably be expected to give rise to any material Liability of the Company or any Subsidiary with respect to Environmental, Health and Safety Requirements.
(b) Without limiting To the generality Company’s knowledge, none of the foregoing, the Company Group has obtained, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities property currently or formerly owned by or leased by or occupied by any of the Company Group and the operation or any of the business Subsidiaries contains (i) any underground storage tank, asbestos, equipment using PCBs or underground injection well or (ii) any septic system (including any septic tank or septic xxxxx or drain field) in which process wastewater or any Materials of Environmental Concern have been disposed. Neither the Company nor any Subsidiary has received written notice from any Governmental Entity of liability or potential liability arising out of the Company Group generation, handling or transportation of any Materials of Environmental Concern to a site that: (including A) been placed on the Business). A list “National Priorities List” of all such Permits hazardous waste sites or any similar state list, (B) is otherwise designated or identified as a potential site for remediation, cleanup, closure or other environmental response activity or (C) is subject to an Environmental, Health and other authorizations is set forth on Section 3.19(b) Safety Requirement to take “response,” “removal” or “remedial” action or to make payment for the cost of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closingcleaning up any site.
(c) No Since January 1, 2015, neither the Company nor any Subsidiary has received any written or oral notice, report notice or other information regarding written communication, from a Governmental Entity, citizens group or other Person that alleges that any actual or alleged violation of Company Product is not in compliance with any Environmental, Health, Health and Safety RequirementsRequirements in any jurisdiction in which the Company Products are manufactured, assembled, distributed, transported 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, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirementssold.
(d) No property The Company has made available to Acquirer a copy of all studies, audits, assessments or facility ownedinvestigations containing material information concerning compliance with, leased or operated by Liability or obligations under, Environmental, Health and Safety Requirements affecting the Company Group contains any underground storage tanks currently, nor, to and/or the Knowledge of BHB, has contained any underground storage tanks Subsidiaries that are in the past.
(epossession or control of the Company, each of which, if any, is identified in Schedule 2.22(d) No member of the Company Group has treatedDisclosure Letter. The Company Products are and have been in material compliance with Environmental, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substanceHealth and Safety Requirements, including any Hazardous Substance, or owned or operated any property or facility (associated marking and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirementslabeling requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Each Company Group has complied and are in compliance, in each case in all material respects, and each Company, and each parcel of Real Property owned or leased by any Company, is in compliance in all material respects with all Environmental, HealthHealth and Safety Requirements and to Sellers' and the Companies' Knowledge, each predecessor of the Companies has complied in all material respects with all Environmental, Health and Safety Requirements. No Company has any material liability under any Environmental, Health and Safety Requirements.
(b) Without limiting the generality of the foregoing, the Company Group has obtained, have complied, and are in compliance with all Permits licenses and other authorizations that are required pursuant to Environmental, Health, Health and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closingits business.
(c) No Company None of the Companies has received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, Health and Safety Requirements, Requirements or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)Liability, including any investigatory, remedial or corrective obligations, relating to any of them, their current them or former its facilities or the Real Property arising under Environmental, Health, Health and Safety Requirements.
(d) No None of the following exists at any property or facility owned, leased owned or operated by any of the Company Group contains any Companies: (i) underground storage tanks currentlytanks, nor(ii) asbestos- containing material in any form or condition, to the Knowledge of BHB(iii) materials or equipment containing polychlorinated biphenyls, has contained any underground storage tanks in the pastor (iv) landfills, surface impoundments or disposal areas.
(e) No member None of the Company Group Companies, or to Sellers' or the Companies' Knowledge, their respective predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, handled or released any substance, including any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsfees, pursuant to CERCLA or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended, or any other Environmental, Health, Health and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 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 consent of Governmental Bodies any Government Authorities or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, Health and Safety Requirements.
(hg) There are no written environmental auditNone of the Companies has, health and safety auditeither expressly or by operation of law, Phase I environmental site assessmentassumed or undertaken any liability, Phase II environmental site assessment including any obligation for corrective or investigationremedial action, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, other Person relating to the Knowledge of BHB, any Governmental Body under the Environmental, Health, Health and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their AffiliatesRequirements.
Appears in 1 contract
Samples: Stock Purchase Agreement (Spectrasite Holdings Inc)
Environmental, Health and Safety Matters. (a) The 4.22.1 Each of the Company Group and its Affiliates has complied and are is in compliance, in each case compliance in all material respects, respects with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, the Company Group has obtainedincluding, have compliedwithout limitation, and are in compliance with all Permits permits, Licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business). A its business; a list of all such Permits permits, Licenses and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the ClosingSchedule 4.22.
(c) No 4.22.2 The Company 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 any of them, their current them or former its facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property or facility owned, leased or operated by the 4.22.3 The Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or that would reasonably be anticipated to give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsfees, or any investigatory, remedial or corrective obligations, pursuant to CERCLA or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, amended or any other Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 4.22.4 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 cleanup, or notification to or Consent consent of Governmental Bodies government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health 4.22.5 The Seller and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, have furnished to the Knowledge of BHBBuyer all environmental audits, any Governmental Body under the Environmental, Health, reports and Safety Requirements other material environmental documents relating to any property currently the Company’s, or formerly owned its affiliates’, past or operated by the Company Group current properties, facilities or operations, which are in their Affiliatespossession or under their reasonable control.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company Group Each of the Targets has complied been and are is in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements.
(bii) Without limiting the generality of the foregoing, each Target has obtained and is in possession of, and has for the Company Group has obtained, have past three (3) years complied, and are is in compliance with with, in each case in all Permits material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Environmental Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closingits business.
(ciii) No Company Action is pending or, to the Knowledge of Sellers, threatened against any Target arising under any Environmental, Health, and Safety Requirements. No Target has received any written or oral notice, report report, request for information, or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accruedliabilities, absoluteor any claim based upon the release of or exposure to Hazardous Substances, contingentincluding personal injury, unliquidated wrongful death or otherwise)property damage, including any investigatory, remedial remedial, or corrective obligations, relating to any of themTarget, their businesses, or their past or current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(div) No property There has been no release, discharge or facility owneddisposal of Hazardous Substances at, leased on, under or operated from the Leased Real Property, or arising out of the operations of any Target, which, in each case, requires investigation or remediation by Sellers or any of their Affiliates (including the Company Group contains any underground storage tanks currentlyTargets) under applicable Environmental, norHealth, and Safety Requirements or would otherwise reasonably be expected to the Knowledge of BHB, has contained any underground storage tanks result in the past.
(e) No member imposition of the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Target under any Environmental, Health, and Safety Requirements.
(fv) There are To the Knowledge of Sellers, there is no environmental conditions asbestos-containing material present in or circumstances on any Leased Real Property, and none of Sellers or any of their Affiliates (including the Real Property that pose an unreasonable risk Targets) has received a claim or demand relating to the environment presence of asbestos in or the health or safety of Persons or Hazardous Substances present at, on or under the at any Leased Real Property in violation of Environmental, Health, and Safety RequirementsProperty.
(gvi) Neither The representations and warranties set forth in 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 Governmental Bodies or third parties, pursuant to any of the Section 4(gg) are Sellers’ sole and exclusive representations and warranties regarding Environmental, Health, Health and Safety Requirementsmatters.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) 4.17.1 The Company Group has complied and are in compliancethe Subsidiary are, and the operation of the Business is, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, the 4.17.2 The Company Group has obtained, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company has Subsidiary have 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 investigatory, remedial or corrective obligations, relating to any of them, their current or former facilities the Company or the Real Property Subsidiary or their facilities arising under Environmental, Health, and Safety Requirements.
(d) No property 4.17.3 To the Knowledge of Seller, no asbestos, polychlorinated biphenyls, lead-based paint, toxic mold, landfills, current or facility owned, leased former waste disposal areas or operated by the Company Group contains any underground storage tanks currentlyare present at, norin, on or under any currently operated Leased Real Property, and neither the Company nor Seller has stored, handled, treated or disposed of, or allowed or arranged for any third parties to store, handle, treat or dispose of Hazardous Substances or other waste upon property owned or leased by it, except as may be permitted by Law.
4.17.4 To the Knowledge of BHBSeller, has contained any underground storage tanks in there are no facts, conditions or circumstances existing, initiated or occurring prior to the past.
(e) No member of the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substanceClosing Date, including the presence or release of any Hazardous Substance, that could reasonably be anticipated to result in material Liabilities of the Company or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, the Subsidiary pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, Health and Safety Requirements.
(f) There 4.17.5 Neither the Company nor the Subsidiary has any Liability under any Environmental, Health and Safety Requirements nor are no environmental conditions they responsible for any Liability of any other Person under any Environmental, Health and Safety Requirements.
4.17.6 The Company and the Subsidiary have made available to Buyer copies of all assessments, audits, investigations, and sampling or circumstances on the Real Property that pose an unreasonable risk similar reports relating to the environment or the health presence or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf release of any member of the Company Group orHazardous Substances, to the Knowledge extent applicable to the Leased Real Property or activities or operations of BHBthe Company, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently Subsidiary or formerly owned or operated by the Company Group or their AffiliatesBusiness.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Each Company Group and its predecessors and Affiliates has complied and are in compliance, in each case for the past five (5) years in all material respects, respects and is in compliance in all material respects with all Environmental, Health, and Safety RequirementsLaws.
(b) Without limiting the generality of the foregoingabove, each Company and its predecessors and Affiliates have obtained and for the Company Group has obtained, past five (5) years have compliedcomplied with in all material respects, and are currently in compliance with in all material respects, all Permits and other authorizations Governmental Authorizations that are required pursuant to Environmental, Health, and Safety Requirements Laws for the occupation of the facilities of the Company Group Real Property and the operation of the business of the Company Group (including the Business). A their business; and a list of all such Permits and other authorizations Governmental Authorizations is set forth on Section 3.19(b4.21(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company has received In the past five (5) years, neither the Companies nor their predecessors or Affiliates have received: (i) any Order, written notice or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, Laws from any Governmental Authority; or (ii) any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)Liabilities, including any investigatory, remedial or corrective obligations, relating to any of themthem or their business, or their past or current or former facilities or the Real Property arising under Environmental, Health, and Safety RequirementsLaws, which remains outstanding or unresolved.
(d) No property facts, events, or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, conditions relating to the Knowledge past or present facilities, properties, or operations of BHBa Company or its predecessors or Affiliates could reasonably be expected to (i) prevent in a material way continued compliance with Environmental, has contained Health, and Safety Laws, give rise to any underground storage tanks in the pastinvestigatory, remedial, or corrective obligations pursuant to 25041432.12 Environmental, Health, and Safety Laws, or (ii) give rise to any other material Liabilities pursuant to Environmental, Health, and Safety Laws.
(e) No member The Sellers and each Company have furnished to the Buyer: (i) all material written environmental regulatory compliance audits, environmental site assessments, investigations, monitoring reports, risk assessment reports, corrective action reports, and other material environmental documents in the possession or reasonable control of the Company Group Sellers and a Company, including, but not limited to any Phase I and Phase II environmental assessments, relating to its or its predecessors’ past or current properties, facilities, or operations; and (ii) all correspondence and other documents relating to communications to or from any Governmental Authority or any third party regarding notification of or actual or alleged violations of any Environmental, Health, and Safety Laws or of any conditions that are reasonably likely to give rise to a material Liability or responsibility under any Environmental, Health, and Safety Laws in connection with a Company’s business, delivered or received by any of the Sellers within the last five (5) years.
(f) None of the following is present at the Real Property: (i) underground storage tanks or septic systems; (ii) asbestos-containing material in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls in any form or condition; (iv) hazardous waste or unlabeled waste; (v) landfills, surface impoundments, or disposal areas; (vi) groundwater monitoring xxxxx, drinking water xxxxx, or production water xxxxx, (vii) above-ground storage tanks of any capacity containing Hazardous Materials; (viii) Environmental Contamination; or (ix) materials or equipment containing lead-based paint in any form or condition.
(g) Neither the Companies nor their predecessors or Affiliates has generated, treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, exposed any person to, or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) Materials in a manner that has given or would could reasonably be expected to give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, Liabilities pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety RequirementsLaws.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(gh) Neither this Agreement nor the consummation of the transaction transactions that is are the subject of this Agreement will result in any obligations for site investigation or cleanupCleanup, or notification to or Consent consent of Governmental Bodies Authorities or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety RequirementsLaws.
(hi) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to To the Knowledge of BHBthe Sellers, neither the Companies, nor their predecessors or Affiliates have designed, built, manufactured, repaired, sold, marketed, installed, disposed of or distributed products or other items or materials containing asbestos.
(j) Neither Company has assumed or undertaken by Contract any Governmental Body under the Liability of any other Person pursuant to Environmental, Health, and Safety Requirements relating Laws.
(k) To the Knowledge of Sellers, there are no Environmental, Health, and Safety Laws in effect that would reasonably be expected to prevent a Company from 25041432.12 manufacturing, distributing, selling, importing or otherwise placing in commerce any products made by a Company in compliance with Environmental, Health, and Safety Laws.
(l) No facts or circumstances exist that prevent the Sellers or a Company from placing products in the EU market (including non-EU European countries that have adopted either the RoHS Directives and WEEE Directives) in compliance in all material respects with all RoHS Directives and WEEE Directives.
(m) To the Knowledge of the Sellers, there is no condition, event or circumstance, including any required purchase of new pollution control equipment or change in process, that might prevent a Company from conducting the business as currently conducted in compliance with existing environmental Permits or the renewal or modification of such Permits. With respect to any property currently such environmental Permits, the Sellers and the Companies have undertaken all measures necessary to facilitate the continuity of such Permits, and, to the Knowledge of the Sellers, there is no condition, event or formerly owned or operated circumstance that might prevent the continuity of such Permits after the consummation of the transactions contemplated by the Company Group or their Affiliatesthis Agreement.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Each Electrum Company Group is, and since inception has complied and are in compliancebeen, in each case in all material respects, compliance with all Environmental, Healthall, and not subject to any Liability under any, Environmental Laws and Occupational Safety Requirements.
(b) and Health Laws. Without limiting the generality of the foregoing, the each Electrum Company Group has obtained, and its respective Affiliates have complied, obtained and are complied in compliance all material respects with all Permits and other authorizations Governmental Authorizations that are required pursuant to Environmental, Health, Environmental Laws and Occupational Safety Requirements and Health Laws for the occupation of the their facilities of the Company Group and the operation of the business of the Company Group (including the Business)their businesses. A An accurate and complete list of all such Permits and other authorizations material Governmental Authorizations is set forth on in Section 3.19(b4.19(a) of the Electrum Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(cb) No Electrum Company has received any written or oral notice, report or other written communication or information regarding (i) any actual actual, alleged or alleged potential violation of Environmental, Health, and Safety Requirementsof, or failure to comply with, any liabilities Environmental Law or Occupational Safety and Health Law or (ii) any Liability or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)Liability, including any investigatory, remedial or corrective obligationsobligation, relating to any of themElectrum Company or any real property or other property or facility currently or previously owned, their current leased, operated or former facilities or the Real Property controlled by any Electrum Company arising under Environmentalany Environmental Law or Occupational Safety and Health Law.
(c) To Electrum’s Knowledge, Healthno Hazardous Material contamination, and Safety Requirementslandfill, surface impoundment, disposal area or underground storage tank is present or has ever been present at any property or facility currently or previously owned, leased, operated or controlled by any Electrum Company.
(d) No property or facility owned, leased or operated by the Electrum Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, handled or released any substance, including any Hazardous SubstanceMaterial, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) facility, in a manner that has given or would is reasonably likely to give rise to any material liabilitiesLiability, including any material liability Liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages damage or attorney and consultant fees and costsattorneys’ fees, pursuant to CERCLA or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Solid Waste Disposal Act, as amended, or any other EnvironmentalEnvironmental Law or Occupational Safety and Health Law. (e) No Electrum Company has, Healtheither expressly or by operation of Law, and Safety Requirementsassumed or undertaken any material Liability, including any obligation for corrective or remedial action, of any other Person relating to any Environmental Law.
(f) There are no environmental conditions No event or circumstances on the Real Property that pose an unreasonable risk circumstance relating to the environment operations of, or the health properties or safety facilities currently or previously owned, leased, operated or controlled by, any Electrum Company is reasonably likely (i) to prevent, hinder or limit continued compliance in all material respects with any Environmental Law or Occupational Safety and Health Law, (ii) to give rise to any material investigatory, remedial or corrective obligations pursuant to any Environmental Law or Occupational Safety and Health Law, or (iii) to give rise to any other material Liability pursuant to any Environmental Law or Occupational Safety and Health Law, including any Liability relating to onsite or offsite releases of Persons Hazardous Materials, personal injury, property damage or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirementsnatural resources damage.
(g) No Electrum Company has created, made, caused to be made or received any environmental reports, investigations or audits conducted by or on behalf of any Electrum Company, any Governmental Authority, or any other third party during the past five years and relating to properties and facilities currently or previously owned, leased, operated or controlled by any Electrum Company.
(h) Neither this Agreement Agreement, nor the consummation of any of the transaction that is the subject of transactions contemplated by this Agreement Agreement, will result in any obligations obligation for site investigation or cleanup, or notification to or Consent consent of any Governmental Bodies Authority or other third partiesparty, pursuant to any of the Environmental, Health, and Safety Requirementsso-called “transaction-triggered” or “responsible property transfer” Environmental Laws.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company Group Each Seller and each of its Subsidiaries has complied and are is in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, the Company Group each Seller and each of its Subsidiaries has obtained, have has complied, and are is in compliance with in all Permits material respects with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company As of the date of this Agreement, none of Sellers or any of their Subsidiaries 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)Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them, them or their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No To the Knowledge of Sellers, as of the date of this Agreement none of the following exists at any property or facility owned, leased currently or formerly owned or operated by the Company Group contains any Sellers or their Subsidiaries: (i) underground storage tanks currentlytanks, nor(ii) asbestos-containing material in any friable and damaged form or condition, to the Knowledge of BHB(iii) materials or equipment containing polychlorinated biphenyls, has contained any underground storage tanks in the pastor (iv) landfills, surface impoundments, or disposal areas.
(e) No member None of the Company Group Sellers or any of their Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including any Hazardous Substancehazardous substance, or owned or operated any property or facility (and and, to the Knowledge of Sellers, no such property or facility is contaminated by any such substance) in a manner that has given or would so as to give rise to any material liabilitiesLiabilities, including any material liability Liability for investigation costsfines, penalties, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsattorneys’ fees, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety RequirementsRequirement.
(f) There To the Knowledge of Sellers, there are no environmental conditions audits, reports, or circumstances on the Real Property other material environmental documents relating to Sellers’, Sellers’ Subsidiaries or Sellers’ other Affiliates’ past or current properties, facilities, or operations that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on are in their possession or under the Real Property in violation of Environmental, Health, and Safety Requirementstheir reasonable control.
(g) Neither this Agreement nor the consummation None of the transaction that is products of any Seller or any of its Subsidiaries contains any chemicals or substances that, when such products are distributed into commerce, either domestically or abroad, would cause those products (or any end product into which those products are incorporated) to be subject to regulation under the subject European Union EC Directive 2002/95/EC on the restriction of this Agreement will result use of certain hazardous substances in any obligations for site investigation or cleanupelectrical and electronic equipment (the “RoHS Directive”), the European Union EC Directive 2002/96/EC on waste electrical and electronic equipment (the “WEEE Directive”), or notification to or Consent the California Safe Drinking Water and Toxic Enforcement Act of Governmental Bodies or third parties1986, pursuant to any of the Environmental, Health, and Safety Requirementsas amended (“Proposition 65”).
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Environmental, Health and Safety Matters. Except for matters set forth in Section 2.17 of the Company’s Disclosure Schedule and except for matters which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a) The Company Group has complied Parties and are in compliancethe Business are, and since January 1, 2012 have been, in each case compliance in all material respects, with all applicable Environmental, Health, and Safety Requirements.
(b) Without limiting The Company Parties and the generality of the foregoing, the Company Group has obtained, have complied, Business do not require any Consents and are in compliance with all Permits and other authorizations that are required pursuant to under any Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business Business, and none have been required in connection with the occupation of the Company Group (including facilities and the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) operation of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the ClosingBusiness since September 1, 2012.
(c) No Since January 1, 2012, none of the Company has Parties or the Business have received any written or oral notice, report or other information regarding notice of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)liabilities, including any investigatory, remedial or corrective obligations, relating to any of themCompany Party or the Business, their current or former facilities or the Leased Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to To the Knowledge of BHBthe Company, no Owned Real Property or Leased Real Property contains underground storage tanks, and no Owned Real Property or Leased Real Property has contained any underground storage tanks in the past.
(e) No member None of the Company Group Parties or the Business has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, transported or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) Substance in a manner that which has given resulted or reasonably would give rise be expected to material liabilities, including any result in a material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other under applicable Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Leased Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of violate applicable Environmental, Health, and Safety Requirements.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental auditaudits, health and safety auditaudits, Phase I environmental site assessmentassessments, Phase II environmental site assessment assessments or investigationinvestigations, soil and/or groundwater report, and environmental compliance assessment assessments prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by Parties which are in the Company Group or their AffiliatesParties’ possession and control.
Appears in 1 contract
Samples: Arrangement Agreement (GTY Technology Holdings Inc.)
Environmental, Health and Safety Matters. Except for matters set forth in Section 2.17 of the Company’s Disclosure Schedule, and except for matters which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:
(a) The Company Group has complied and are in compliancethe Business are, and since January 1, 2012 have been, in each case compliance in all material respects, with all applicable Environmental, Health, and Safety Requirements.
(b) Without limiting The Company and the generality of the foregoing, the Company Group has Business have obtained, have complied, and are in compliance with the terms of, all Consents and Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business)Business since September 1, 2012. A list of all such Permits and other authorizations is set forth on Section 3.19(b2.17(b) of the Company’s Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Since January 1, 2012, none of the Company has or the Business have received any written or oral notice, report or other information regarding notice of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)liabilities, including any investigatory, remedial or corrective obligations, relating to any of themthe Company or the Business, their current or former facilities or the Real Property real property arising under Environmental, Health, and Safety Requirements.
(d) No owned real property or facility owned, leased or operated by the Company Group real property contains any underground storage tanks currentlytanks, nor, to the Knowledge of BHB, and no owned real property or leased real property has contained any underground storage tanks in the past.
(e) No member None of the Company Group or the Business has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, transported or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) Substance in a manner that which has given resulted or reasonably would give rise be expected to material liabilities, including any result in a material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other under applicable Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(gSection 2.17(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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no Company’s Disclosure Schedule lists written environmental auditaudits, health and safety auditaudits, Phase I environmental site assessmentassessments, Phase II environmental site assessment assessments or investigationinvestigations, soil and/or groundwater report, and environmental compliance assessment assessments prepared within the past five (5) years by or on behalf of any member of the Company Group or, to which are in the Knowledge of BHB, any Governmental Body under the Environmental, Health, Company’s possession and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliatescontrol.
Appears in 1 contract
Samples: Unit Purchase Agreement (GTY Technology Holdings Inc.)
Environmental, Health and Safety Matters. Except as set forth on Schedule 4.23 of the Disclosure Schedule:
(a) The Company Group has Each of the Companies and their respective Predecessors and Affiliates have for the past five years complied and are in compliance, in each case in all material respects, respects and are currently in compliance in all material respects with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoingabove, each of the Company Group has obtained, Companies and their respective Predecessors and Affiliates have compliedobtained and for the past five years complied with in all material respects, and are currently in compliance with in all Permits material respects, all Permits, Orders, and other authorizations Governmental Authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group Real Property and the operation of the business of the Company Group (including the Business)their business. A list of all such Permits and other authorizations is set forth on Section 3.19(b4.23(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company In the past ten years, none of the Companies nor their respective Affiliates has received any any: (i) order, written or oral notice, or report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, Requirements from any Governmental Authority; or (ii) any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them, them or their current or former facilities or the Real Property business arising under Environmental, Health, and Safety Requirements; which remains outstanding or unresolved.
(d) No facts, events, or conditions relating to the past or present facilities, properties, or operations of the Companies or their respective Affiliates will prevent in a material way continued material compliance with Environmental, Health, and Safety Requirements, give rise to any material investigatory, remedial, or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any material Liabilities pursuant to Environmental, Health, and Safety Requirements.
(de) No property or facility owned, leased or operated by The Sellers and the Company Group contains any underground storage tanks currently, nor, Companies have furnished to the Knowledge of BHBBuyer: (i) all material written environmental regulatory compliance audits, has contained any underground storage tanks in the past.
(e) No member of the Company Group has treatedenvironmental site assessments, storedinvestigations, disposed ofmonitoring reports, arranged for or permitted the disposal of, transported, handled, or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costsrisk assessment reports, corrective action costsreports, personal injuryand other material environmental documents, property damageincluding, natural resources damages or attorney but not limited to any Phase I and consultant fees and costsPhase II environmental assessments, pursuant relating to CERCLA or the Solid Waste Disposal Actits properties, as amendedfacilities, or operations; and (ii) all material correspondence and other material documents relating to communications to or from any other Governmental Authority or any third party regarding notification of any material actual or alleged violations of any Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions Requirements or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, conditions that are reasonably likely to the Knowledge of BHB, any Governmental Body give rise to material Liability or responsibility under the Environmental, Health, and Safety Requirements relating in connection with the Companies’ businesses, in Sellers’ possession within the last ten years.
(f) Except as disclosed in Section 4.23(f) of the Disclosure Schedule (and in the case of clauses (ii) and (viii), to the Knowledge of the Sellers), none of the following is present at the Real Property: (i) underground storage tanks or septic systems; (ii) asbestos-containing material in any property currently form or formerly owned condition; (iii) materials or operated by equipment containing polychlorinated biphenyls in any form or condition; (iv) hazardous waste, surface impoundments, or disposal areas; (v) groundwater monitoring xxxxx, drinking water xxxxx, or production water xxxxx; (vi) above-ground storage tanks of any capacity containing or which at one time contained any quantity of Hazardous material; (vii) Environmental Contamination; or (viii) materials or equipment containing lead-based paint in any form or condition. The representations and warranties set forth in this Section 4.23 are the Company Group or their Affiliatessole and exclusive representations and warranties pertaining to environmental, health and safety matters.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The 4.22.1. To the Knowledge of the Company Group and Seller, the Company has complied and are is in compliance, in each case compliance in all material respects, respects with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, the Company Group has obtainedincluding, have compliedwithout limitation, and are in compliance with all Permits permits, Licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closingits business.
(c) No 4.22.2. The Company 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 any of them, their current them or former its facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property or facility owned, leased or operated by the 4.22.3. The Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsfees, or any investigatory, remedial or corrective obligations, pursuant to CERCLA or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, amended or any other Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 4.22.4. 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 cleanup, or notification to or Consent consent of Governmental Bodies government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within 4.22.5. Neither the past five (5) years by or on behalf of any member of Seller nor the Company Group orhas any environmental audits, reports or other material environmental documents relating to the Knowledge of BHBCompany’s past or current properties, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently facilities or formerly owned or operated by the Company Group or their Affiliatesoperations.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The 4.26.1 Bearings Company Group has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, Health and Safety Requirements.
(b) 4.26.2 Without limiting the generality of the foregoing, the Bearings Company Group has obtained, have compliedobtained and complied with, and are is in compliance with with, all Permits permits, licenses and other authorizations that are required pursuant to Environmental, Health, Health and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business)its business. A list of all such Permits permits, licenses and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the ClosingExhibit "I" attached hereto.
(c) No 4.26.3 To the Knowledge of AVS, Bearings Company has not received any written or oral notice, report or other information regarding any actual or alleged violation of any Environmental, Health, Health and Safety Requirements, or any liabilities Liabilities or potential liabilities Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them, their current Bearings Company or former its facilities or the Real Property arising under any Environmental, Health, Health and Safety Requirements.
(d) No 4.26.4 To the Knowledge of AVS, none of the following exists at any property or facility owned, leased or operated by the Company Group contains any Bearings Company: (1) underground storage tanks currentlytanks, nor(2) asbestos-containing material in any form or condition, to (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments or disposal areas.
4.26.5 To the Knowledge of BHBAVS, Bearings Company has contained any underground storage tanks in the past.
(e) No member of the Company Group has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, handled or released any substance, including any Hazardous Substancehazardous substance, or owned owned, leased or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilitiesany Liability to Bearings Company, including any material liability Liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsfees, pursuant to CERCLA or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or any other Environmental, HealthHealth and Safety Requirements. In addition, to the Knowledge of AVS, no Affiliate of AVS has taken any action or failed to take any action that could subject Bearings Company for any 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) There are no environmental conditions or circumstances on 4.26.6 To the Real Property that pose an unreasonable risk to the environment or the health or safety Knowledge of Persons or Hazardous Substances present atAVS, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) Neither neither this Agreement nor the consummation of the transaction transactions that is are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or Consent consent of Governmental Bodies government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, Health and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to 4.26.7 To the Knowledge of BHBAVS, Bearings Company has not, either expressly or by operation of law, assumed or undertaken any Governmental Body under the EnvironmentalLiability, Healthincluding any obligation for corrective or remedial action, and Safety Requirements of any other Person relating to any Environmental, Health and Safety Requirements.
4.26.8 To the Knowledge of AVS, no facts, events or conditions relating to the past or present facilities, assets, properties or operations of Bearings Company or any of its Affiliates will prevent, hinder or limit continued compliance with any Environmental, Health and Safety Requirements, give rise to any investigatory, remedial or corrective obligations with respect to Bearings Company pursuant to any Environmental, Health and Safety Requirements, or give rise to any other Liability (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to any Environmental, Health and Safety Requirements, including any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property currently damage or formerly owned or operated by the Company Group or their Affiliatesnatural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company Group has Target and its Affiliates have complied and are in compliance, in each case in all material respects, with all Environmental, Health, Health and Safety RequirementsRequirements in respect of the Acquired Assets, the Real Property and Target’s operation of its business.
(bii) Without limiting the generality Neither Target nor any of the foregoing, the Company Group has obtained, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company its Affiliates has received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, Health and Safety Requirements, Requirements or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)Liabilities, including any material investigatory, remedial or corrective obligations, relating to any of themthe Acquired Assets, their current or former facilities or the Real Property or Target’s operation of its business, arising under Environmental, Health, Health and Safety Requirements.
(diii) No To Seller’s Knowledge, none of the following exists at the Real Property or any other property or facility owned, leased or operated by the Company Group contains any Target: (A) underground storage tanks currentlytanks, nor(B) asbestos-containing material in any form or condition, to the Knowledge of BHB(C) materials or equipment containing polychlorinated biphenyls or (D) landfills, has contained any underground storage tanks in the pastsurface impoundments or disposal areas.
(eiv) No member Neither Target nor any of the Company Group its Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed or released any substance, including without limitation any Hazardous Substance, hazardous substance or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would so as to give rise to material liabilitiesany current or future Liabilities on the part of Target, including any material liability Liability for investigation costsfines, penalties, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsattorneys’ fees, pursuant to CERCLA or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, amended or any other Environmental, Health, Health and Safety Requirements.
(fv) There are no environmental conditions Target has not assumed, undertaken or circumstances on the Real Property that pose an unreasonable risk otherwise become subject to the environment any Liability, including without limitation any obligation for corrective or the health or safety remedial action, of Persons or Hazardous Substances present at, on or under the Real Property in violation of any other Person relating to Environmental, Health, Health and Safety Requirements.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Samples: Asset Purchase Agreement (Professional Diversity Network, Inc.)
Environmental, Health and Safety Matters. (ai) The Company Group Company, and its predecessors and Affiliates, has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety RequirementsRequirements in all material respects.
(bii) Without limiting Neither the generality of the foregoingCompany, the Company Group has obtainednor its predecessors or Affiliates, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company 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, their current them or former its facilities or the Real Property arising under the Environmental, Health, and Safety Requirements.
(diii) No None of the following exists at any property or facility owned, leased owned or operated by the Company Group contains any Company: (1) underground storage tanks currentlytanks, nor(2) asbestos-containing material in any form or condition, to the Knowledge of BHB(3) materials or equipment containing polychlorinated biphenyls, has contained any underground storage tanks in the pastor (4) landfills, surface impoundments, or disposal areas.
(eiv) No member None of the Company Group Company, or its respective predecessors or Affiliates, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any Hazardous Substancehazardous substance, or owned or operated any property or facility (and to the Knowledge of the Company no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsfees, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.
(fv) There are To the Knowledge of the Company, no environmental facts, events or conditions or circumstances on the Real Property that pose an unreasonable risk relating to the environment past or the health present facilities, properties or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) Neither this Agreement nor the consummation operations of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanupCompany, or notification to any of its predecessors or Consent of Governmental Bodies Affiliates, will prevent, hinder or third parties, pursuant to limit continued compliance with any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety auditgive rise to any investigatory, Phase I environmental site assessment, Phase II environmental site assessment remedial or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, corrective obligations pursuant to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to the Environmental, Health, and Safety Requirements, including without limitation any relating to any onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property currently damage or formerly owned or operated by the Company Group or their Affiliatesnatural resources damage.
Appears in 1 contract
Environmental, Health and Safety Matters. Except for matters set forth in Section 2.17 of the Company’s Disclosure Schedule, and except for matters which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:
(a) The Company Group has complied Parties and are in compliancethe Business are, and since January 1, 2015 have been, in each case compliance in all material respects, with all applicable Environmental, Health, and Safety Requirements.
(b) Without limiting The Company Parties and the generality of the foregoing, the Company Group has Business have obtained, have complied, and are in compliance with the terms of, all Consents and Permits and other authorizations that are required pursuant to Environmental, Health, and Safety TABLE OF CONTENTS Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business)Business since September 1, 2015. A list of all such Permits and other authorizations is set forth on Section 3.19(b2.17(b) of the Company’s Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Since January 1, 2015, none of the Company has Parties or the Business have received any written or oral notice, report or other information regarding notice of any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)liabilities, including any investigatory, remedial or corrective obligations, relating to any of themCompany Party or the Business, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property Owned Real Property or facility owned, leased or operated by the Company Group Leased Real Property contains any underground storage tanks currentlytanks, nor, to the Knowledge of BHB, and no Owned Real Property or Leased Real Property has contained any underground storage tanks in the past.
(e) No member None of the Company Group Parties or the Business has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, transported or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) Substance in a manner that which has given resulted or reasonably would give rise be expected to material liabilities, including any result in a material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other under applicable Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of violate applicable Environmental, Health, and Safety Requirements.
(g) Neither this Agreement nor the consummation Section 2.17(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no Company’s Disclosure Schedule lists written environmental auditaudits, health and safety auditaudits, Phase I environmental site assessmentassessments, Phase II environmental site assessment assessments or investigationinvestigations, soil and/or groundwater report, and environmental compliance assessment assessments prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by Parties which are in the Company Group or their AffiliatesParties’ possession and control.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GTY Technology Holdings Inc.)
Environmental, Health and Safety Matters. (ai) The To the Knowledge of the Sellers, Company Group has for the past five years complied and are is in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements.
(bii) Without limiting the generality of the foregoing, to the Knowledge of the Sellers, Company Group has obtained, have has for the past five years complied, and are is in compliance with with, in each case in all Permits material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closingits business.
(ciii) No Company has not received any written or oral notice, report report, or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or nor any material liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)material liabilities, including any material investigatory, remedial remedial, or corrective obligations, relating to any of themit, their its business, or its past or current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(div) No property or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to To the Knowledge of BHBthe Sellers, has contained neither Company, nor any underground storage tanks in the past.
(e) No member of the Company Group its predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, exposed any person to, or released any substance, including without limitation any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such property which is or facility is has been contaminated by any such substance) in a manner that has given or would substance so as to give rise to any current or future material liabilities, including any material liability for investigation costsfines, penalties, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages damages, or attorney and consultant fees and costsattorneys’ fees, pursuant to CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Solid Waste Disposal Act, as amendedamended (“SWDA”), or any other Environmental, Health, and Safety Requirements.
(fv) There are no environmental conditions Neither Company nor any of its predecessors or circumstances on the Real Property that pose an unreasonable risk 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 liabilities with respect to the environment presence of asbestos in any product or the health item or safety of Persons in or Hazardous Substances present atupon any property, on premises, or under the Real Property in violation of Environmental, Health, and Safety Requirementsfacility.
(gvi) Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation Sellers and Company, have furnished to Buyer all material environmental audits, reports, and other material environmental documents relating to Company’s or cleanupits predecessors’ or Affiliates’ past or current properties, facilities, or notification to operations that are in their possession, custody, or Consent of Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirementsunder their reasonable control.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Each Group Company Group complies and has complied and are in compliance, in each case in all material respectsrespects with - and its businesses, operations, properties, facilities, plants and equipment, without limitation, are and have been in compliance in all respects with - all Environmentalapplicable EHS Laws and all EHS Permits (as defined below). No Litigations and Claims are pending or being asserted, Healthor have been threatened or announced in writing, and Safety Requirementsagainst any Group Company: (i) that it has not complied in any respect with any HSE Law and/or any provisions, conditions and/or limitations attaching to any EHS Permit it holds; (ii) failure to comply with which would constitute a violation of EHS Law or compliance with which could be secured by further proceedings under EHS Law in relation to the carrying on of its business; and/or (iii) concerning any matter which may give rise to Liabilities of the Group Companies under EHS Laws, including, without limitation, liabilities arising from clean up and/or removal obligations relating to Hazardous Materials in general.
(b) Without limiting Each Group Company has all permits, licenses, certificates, consents, approvals, registrations and/or authorizations required under EHS Laws in relation to the generality carrying on of its business and the foregoingownership and/or use of its properties, facilities, plants and equipment (collectively, the Company “EHS Permits”) and all such EHS Permits held by the Group has obtained, have complied, and Companies are in compliance with all Permits full force and other authorizations effect. No Group Company has received any written notification that are required pursuant to Environmentalit has not obtained any EHS Permit or that any EHS Permit obtained or held is not in full force and effect or of any reason why any such EHS Permit should be revoked, Healthsuspended, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closingcancelled or not renewed upon its expiration.
(c) No Company 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, their current or former facilities past activities of any Group Company and no real properties, land, buildings, plants, machineries or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property or facility equipment owned, leased possessed, held, leased, licensed, exploited and/or used (now or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
) by any Group Company (ecollectively, the “Assets”) are or have ever been the source of any pollution or any damage to human health or the Environment that may cause any Loss for any Group Company under any EHS Law and/or require any Environmental Remediation by and/or at the expenses of any Group Company. No member of the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is Assets are contaminated by any such substancepollution or any Hazardous Materials. No Hazardous Materials are currently or in the past have ever been stored or treated on any Assets. For the purposes hereof, “Environmental Remediation” means any activity or action to (x) in a manner that has given contain, xxxxx, clean up or would give rise to material liabilitiesremove Hazardous Materials from the Environment or carry out any other activity for the purpose of decontaminating any pollution of the Environment, including any material liability for investigation costs(y) prevent, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages minimize or attorney and consultant fees and costs, pursuant to CERCLA mitigate the release (or threatened release) of Hazardous Materials into the Environment or the Solid Waste Disposal Act, as amended, injury or any other Environmental, Healthdamage from such release through ring-fencing or otherwise, and Safety Requirements.
(fz) There are no environmental conditions comply with the requirements of any EHS Laws, EHS Permits, and settlements or circumstances on the Real Property that pose an unreasonable risk other Contracts, Undertakings, and Instruments with any Governmental Authority with respect to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety RequirementsEnvironment.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Environmental, Health and Safety Matters. (ai) The Company Group Target has for the past five (5) years complied and are is in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements.
(bii) Without limiting the generality of the foregoing, the Company Group Target has obtained, have has for the past five (5) years complied, and are is in compliance with with, in each case in all Permits material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closingits business.
(ciii) No Company Target has not received any written or oral notice, report report, or other information 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)material liabilities, including any material investigatory, remedial remedial, or corrective obligations, relating to any of them, their business, or their past or current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(div) No property or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, Target has contained any underground storage tanks in the past.
(e) No member of the Company Group has not treated, stored, disposed of, arranged for or for, permitted the disposal of, transported, handled, manufactured, distributed, exposed and person to or released caused the release of any substance to the environment, including without limitation any hazardous substance, including any Hazardous Substancehazardous material or hazardous waste, or owned or operated any property or facility (and no such property which is or facility is has been contaminated by any such substance) in a manner that has given or would substance so as to give rise to material any current or future liabilities, including any material liability for investigation costsfines, penalties, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages damages, or attorney and consultant fees and costsattorneys’ fees, pursuant to CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Solid Waste Disposal Act, as amendedamended (“SWDA”), or any other Environmental, Health, and Safety Requirements.
(fv) There are no environmental conditions Target has not designed, manufactured, sold, marketed, installed, or circumstances on the Real Property that pose an unreasonable risk distributed products or other items containing asbestos and none of such entities is, or will become, subject to any liabilities with respect to the environment presence of asbestos in any product or the health item or safety of Persons in or Hazardous Substances present atupon any property, on premises, or under the Real Property in violation of Environmental, Health, and Safety Requirementsfacility.
(gvi) Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation Seller and Target have furnished to Buyer all environmental audits, reports, and other material environmental documents relating to Target’s or cleanupits respective predecessors’ or Affiliates’ past or current properties, facilities, or notification to operations that are in their possession, custody, or Consent of Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirementsunder their reasonable control.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Environmental, Health and Safety Matters. (a) The Company Group Seller has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, the Company Group Seller has obtained, have compliedobtained and complied with, and are is in compliance with with, all Permits permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities (including but not limited to the facilities of the Company Group Commerce City Facilities) and the operation of the business of the Company Group (including the its Business). A ; and a list of all such Permits and other authorizations Governmental Authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the ClosingSCHEDULE 3.27(b).
(c) No Company Seller has 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)Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them, their current Seller or former its facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No To the Knowledge of Seller, none of the following exists at any property or facility owned, leased owned or operated by the Company Group contains any Seller: (i) underground storage tanks currentlytanks, nor(ii) asbestos-containing material in any form or condition, to the Knowledge of BHB(iii) materials or equipment containing polychlorinated biphenyls, has contained any underground storage tanks in the pastor (iv) landfills, surface impoundments, or disposal areas.
(e) No member of the Company Group Neither Seller nor its predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would so as to give rise to material liabilitiesany current or future Liabilities, including any material liability Liability for investigation costsfines, penalties, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsattorneys' fees, pursuant to CERCLA or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions Neither Seller nor its predecessors or circumstances on the Real Property that pose an unreasonable risk to the environment Affiliates has designed, manufactured, sold, marketed, installed, or the health distributed products or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Healthother items containing asbestos, and Safety Requirementsnone of such entities is or will become subject to any Asbestos Liabilities.
(g) Neither this Agreement Seller nor the consummation of the transaction that is the its predecessors or Affiliates has assumed, undertaken or otherwise become subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or Consent of Governmental Bodies or third parties, pursuant to any Liability, including without limitation any obligation for corrective or remedial action, of the any other Person relating to Environmental, Health, and Safety Requirements.
(h) There are To Seller's Knowledge, no written environmental auditfacts, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment events or investigation, soil and/or groundwater report, environmental compliance assessment prepared within conditions relating to the past five (5) years by or on behalf present facilities, properties or operations of Seller, its former Subsidiaries, or any member of the Company Group or, their respective predecessors or Affiliates will give rise to the Knowledge of BHB, any Governmental Body under the Liabilities pursuant to Environmental, Health, and Safety Requirements Requirements, including without limitation any relating to any on-site or off-site releases or threatened releases of hazardous materials, substances or wastes, personal injury, property currently damage or formerly owned natural resources damage.
(i) Seller has furnished to Buyer all environmental audits, reports and other material environmental documents relating to its predecessors' or operated by the Company Group Affiliates' past or their Affiliatescurrent properties, facilities, or operations that are in its possession or under its control.
Appears in 1 contract
Samples: Asset Purchase Agreement (Phoenix Footwear Group Inc)
Environmental, Health and Safety Matters. (a) The Each of the Company Group has and its Subsidiaries have for the past five years complied and are in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, each of the Company Group has and its Subsidiaries have obtained, have for the past five years complied, and are in compliance with with, in each case in all Permits material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the their facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closingtheir business.
(c) No Neither the Company nor its Subsidiaries has received any written or oral notice, report report, or other information 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)material liabilities, including any material investigatory, remedial remedial, or corrective obligations, relating to any of them, their business, or their past or current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property or facility owned, leased or operated by Neither the Company Group contains nor its Subsidiaries, nor any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group has their respective predecessors or Affiliates have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, exposed any person to, or released any substance, including without limitation any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such property which is or facility is has been contaminated by any such substance) in a manner that has given or would substance so as to give rise to any current or future material liabilities, including any material liability for investigation costsfines, penalties, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages damages, or attorney and consultant fees and costsattorneys’ fees, pursuant to CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Solid Waste Disposal Act, as amendedamended (“SWDA”), or any other Environmental, Health, and Safety Requirements.
(fe) There are no environmental conditions Neither the Company nor its Subsidiaries, nor their respective predecessors or circumstances on the Real Property that pose an unreasonable risk Affiliates has designed, manufactured, sold, marketed, installed, repaired, or distributed products or other items containing asbestos and none of such entities is or will become subject to any liabilities with respect to the environment presence of asbestos in any product or the health item or safety of Persons in or Hazardous Substances present atupon any property, on premises, or under the Real Property in violation of Environmental, Health, and Safety Requirementsfacility.
(gf) Neither this Agreement nor The Company and its Subsidiaries have furnished to Parent all material environmental audits, reports, and other material environmental documents relating to the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanupCompany’s, its Subsidiaries’, or notification to their respective predecessors’ or Consent of Governmental Bodies Affiliates’ past or third partiescurrent properties, pursuant to any of the Environmentalfacilities, Healthor operations that are in their possession, and Safety Requirementscustody, or under their reasonable control.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements relating to any property currently or formerly owned or operated by the Company Group or their Affiliates.
Appears in 1 contract
Samples: Merger Agreement (Bio-Matrix Scientific Group, Inc.)
Environmental, Health and Safety Matters. (a) The Company Group Each of Seller and its predecessors and Affiliates has complied and are is in compliance, in each case in compliance with all material respects, with all Environmental, Health, and Safety Requirements.
(b) Without limiting the generality of the foregoing, the Company Group each of Seller and its predecessors and Affiliates has obtained, have compliedobtained and complied with, and are is in compliance with with, all Permits material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities of the Company Group and the operation of the business of the Company Group (including the Business). A its business; and a list of all such Permits permits, licenses and other authorizations is set forth on Section 3.19(b3.23(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company has Neither Seller nor any of its predecessors or 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)Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them, their current or former facilities or the Real Property Acquired Assets arising under Environmental, Health, and Safety Requirements.
(d) No None of the following exists at any property or facility owned, leased or operated by included in the Company Group contains any Acquired Assets: (i) underground storage tanks currentlytanks; (ii) asbestos-containing material in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; or (iv) landfills, norsurface impoundments, to the Knowledge of BHB, has contained any underground storage tanks in the pastor disposal areas.
(e) No member Neither Seller nor any of the Company Group its predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including any Hazardous Substancehazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would so as to give rise to material liabilitiesany current or future Liabilities, including any material liability Liability for investigation costsfines, penalties, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costsattorneys’ fees, pursuant to CERCLA or the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) Neither this Agreement nor the consummation of the transaction transactions that is the subject of are contemplated by this Agreement will result in any obligations for site investigation or cleanup, or notification to or Consent consent of Governmental Bodies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements.
(hg) There are no written Seller has furnished to Buyer all environmental auditaudits, health reports and safety audit, Phase I other material environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within the past five (5) years by or on behalf of any member of the Company Group or, to the Knowledge of BHB, any Governmental Body under the Environmental, Health, and Safety Requirements documents relating to any property currently or formerly owned or operated by the Company Group their or their predecessors’ or Affiliates’ past or current properties, facilities, or operations that are in their possession or under their reasonable control.
Appears in 1 contract
Samples: Asset Purchase Agreement (Penn Treaty American Corp)
Environmental, Health and Safety Matters. Except as set forth on Schedule 4.19:
(a) The the Company Group has complied and are not been alleged to be in compliance, in each case in all material respects, with all Environmental, Healthviolation of, and Safety Requirements.
(b) Without limiting the generality of the foregoinghas not been subject to any administrative or judicial proceeding pursuant to, the Company Group has obtained, have complied, and are in compliance with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Company Group and the operation of the business of the Company Group (including the Business). A list of all such Permits and other authorizations is set forth on Section 3.19(b) of the Disclosure Schedule. Such Permits will be available to the Company Group following the Closing on identical terms as such Permits are available to the Company Group prior to the Closing.
(c) No Company has received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, applicable Environmental Laws either now 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, their current or former facilities or the Real Property arising under Environmental, Health, and Safety Requirements.
(d) No property or facility owned, leased or operated by the Company Group contains any underground storage tanks currently, nor, to the Knowledge of BHB, has contained any underground storage tanks in the past.
(e) No member of the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.
(f) There are no environmental conditions or circumstances on the Real Property that pose an unreasonable risk to the environment or the health or safety of Persons or Hazardous Substances present at, on or under the Real Property in violation of Environmental, Health, and Safety Requirements.
(g) 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 Governmental Bodies or third parties, pursuant to any of the Environmental, Health, and Safety Requirements.
(h) There are no written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment prepared within time during the past five (5) years by years;
(b) the Company is not subject to any claim, obligation, liability, loss, damage or on behalf expense of any member kind or nature whatsoever, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Law or arising out of any act or omission of the Company, or the Company’s employees, agents or representatives or arising out of the ownership, use, control or operation by the Company Group orof any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by the Company) from which any Hazardous Materials were Released;
(c) the Company has made available to the Purchaser correct and complete copies of all reports, correspondence, memoranda, computer data and the complete files relating to environmental matters of the Company; and the Company has not paid any fine, penalty or assessment within the prior five (5) years with respect to environmental matters; and
(d) to the Knowledge of BHBthe Member, no Leased Real Property, improvement or equipment of the Company contains any Governmental Body asbestos, polychlorinated biphenyls, underground storage tanks, open or closed pits, sumps or other containers.
(e) the Company has not been alleged to be in violation of, and has not been subject to any administrative or judicial proceeding pursuant to, applicable Food Quality and Safety Regulations either now or any time during the past five (5) years;
(f) the Company is not subject to any claim, obligation, liability, loss, damage or expense of any kind or nature whatsoever, contingent or otherwise, incurred or imposed or based upon any provision of any Food Quality and Safety Regulations;
(g) the Company is a food business operator in the meaning of article 3 point 3 of Regulation No 178/2002 and its business activity falls under the Environmentalofficial control and supervision of the competent authority;
(h) the Company has implemented and applies traceability procedures set forth in the Regulations No. 178/2002, HealthNo. 852/2004 and No. 1935/2004 concerning all substances, ingredients, materials and Safety Requirements relating services which are used in manufacture of the plant-based food products;
(i) the Company’s employees who work in contact with food have adequate knowledge and undergo trainings on the regular basis;
(j) the Company’s employees who have contact with food have current medical tests confirming the absence of contraindications to any property currently perform work, in performance of which there is a possibility of contamination of food or formerly owned other persons;
(k) the Company has developed and implemented and applies procedures at all stages of its activity that satisfy the relevant hygiene requirements laid down in Regulation No. 852/2004, including food safety culture requirements;
(l) raw materials used to produce the plant-based food products meet the requirements of current European food legislation;
(m) ingredients used in the plant-based food products: do not contain more than 0.9 % GMO materials or operated are produced from GMO, are not preserved by the Company Group use of irradiation, or their Affiliates are not engineered nanomaterials.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (CV Sciences, Inc.)
