Environmental, Health & Safety Matters Sample Clauses

Environmental, Health & Safety Matters. (a) The Group Companies are, and since March 24, 2015 have been, in compliance in all material respects with applicable Environmental, Health & Safety Laws, including obtaining, maintaining and complying with all Environmental Permits necessary to operate the Business. No action or proceeding is pending or, to the Knowledge of the Company, threatened to revoke, modify or terminate any such Environmental Permit. (b) No Group Company has received written notice from any Governmental Entity or other Person that any Group Company is subject to any pending or threatened claim or may have Liability (i) based upon any provision of any Environmental, Health & Safety Law and arising out of any act or omission of the Group Companies or any of their employees, agents or representatives or (ii) arising out of the ownership, use, control or operation by the Group Companies of any facility, site, area or property from which there was a Release of any Hazardous Substance. (c) Since March 24, 2015, there has been no Release of Hazardous Substances at, on, in under or from (i) any Company Real Property, (ii) any property formerly owned, operated or leased by any Group Company or (iii) any property or facility to which any Hazardous Substance has been transported for disposal, recycling or treatment by or on behalf of any Group Company, in each case, at concentrations that could reasonably be expected to result in any Group Company incurring material Liabilities. (d) None of the Group Companies has assumed, provided an indemnity with respect to or otherwise become subject to any Liability of any other Person that could result in any Group Company incurring material Liability under Environmental, Health & Safety Laws. (e) The Company has made all of the payments required pursuant to the Plea Agreement and the Court Judgment, is and has been in compliance with the Plea Agreement and any judgments (including the Court Judgment) entered or amendments made thereto, and is not aware of any facts, circumstances or conditions that would violate the terms of probation or the special conditions of supervision set forth in the Court Judgment. (f) Except for the charged crime resolved by the Plea Agreement, none of the Group Companies have been named in any other action, claim, proceeding or litigation arising out of the facts, circumstances or conditions that gave rise to the Plea Agreement. (g) The transactions contemplated by this Agreement do not require the approval or consent of ...
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Environmental, Health & Safety Matters. The Company is and has been in full compliance with, all Environmental Laws, and the Company is and has been in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables pursuant to any and all Environmental Laws, and/or any notice or demand letters issued thereunder; (b) 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 Environmental Laws either now or any time during the past five (5) years; (c) no real property owned, leased or otherwise utilized by the Company (including the Leased Real Property), improvement or equipment of the Company, to the Company’s Knowledge, contains any asbestos, polychlorinated biphenyls, underground storage tanks, open or closed pits, sumps or other containers; and (d) the Company has not imported, manufactured, stored, managed, used, operated, transported, treated, disposed of and/or otherwise handled any Hazardous Material other than in compliance with all Environmental Laws.
Sample 1
Environmental, Health & Safety Matters. As from the Effective Date, Alcon shall be fully responsible for any and all Environmental Matters and any and all health and safety matters arising out of or in connection with past, present or future activities of the Alcon Group that may give rise to any claim or investigation under applicable environmental, health or safety laws. Responsibility for Environmental Matters shall include, without limitation, any contaminated sites and any claims asserted in connection with liability under applicable law (including listing as a potentially responsible party). If any investigation or monitoring of Environmental Matters is made or threatened to be made against Nestle or Alcon in connection with any sites owned or operated by the Alcon Group of companies, or if any claims and litigation are made or threatened in relation to such investigation, or if any claims are made for indemnity or contribution or cost recovery in connection with any such sites (each, a REMEDIATION), the following shall apply: (
Sample 1
Environmental, Health & Safety Matters. As from the Effective Date, Alcon shall be fully responsible for any and all Environmental Matters and any and all health and safety matters arising out of or in connection with past, present or future activities of the Alcon Group that may give rise to any claim or investigation under applicable environmental, health or safety laws. Responsibility for Environmental Matters shall include, without limitation, any contaminated sites and any claims asserted in connection with liability under applicable law (including listing as a potentially responsible party). If any investigation or monitoring of Environmental Matters is made or threatened to be made against Nestle or Alcon in connection with any sites owned or operated by the Alcon Group of companies, or if any claims and litigation are made or threatened in relation to such investigation, or if any claims are made for indemnity or contribution or cost recovery in connection with any such sites (each, a REMEDIATION), the following shall apply: (a) All Remediations at or of sites owned or operated by the Alcon Group after the IPO shall be managed by Alcon in its sole discretion. (b) The following procedures and responsibilities shall apply with respect to the management of any Remediations by Alcon: (i) Subject to Section 4.3(b)(iv), Alcon shall have the right, and shall be required, (aa) to conduct all Remediations, maintain contacts with relevant governmental and administrative authorities in respect of such Remediations, shall make all submissions and determine the positions to be taken with and in respect of all such relevant agencies; (bb) to contract for, oversee, and pay for all activities in respect of such Remediations; and (cc) to conduct and defend all litigations respecting such Remediations. (ii) Nestle shall have the right to attend any meeting with any governmental or administrative authorities if it so chooses and, if so requested by Alcon, Nestle shall attend such meetings; provided, however, that if Nestle attends such a meeting, it shall act as an observer and shall not take any position contrary to the position taken by Alcon. (iii) Nestle shall have the right to review all reports or memoranda submitted to and significant correspondence (and file memoranda memorializing significant communication) with any governmental or administrative authorities or other claimant and any significant litigation documents. (iv) Alcon and Nestle shall confer as to all significant decisions with respect t...
Sample 1
Environmental, Health & Safety Matters. (a) To the Knowledge of SELLER, RAML is in material compliance with Environmental, Health & Safety Xxws, except for those matters set forth in Schedule 3.20. (b) Except for those matters set forth in Schedule 3.20, to the Knowledge of SELLER, RAML has not received any written notice, report or other written ixxxxmation within the past twelve (12) months regarding any actual or alleged material violation by RAML of Environmental, Health & Safety Laws, or any material liabxxxxies in excess of Fifty Thousand Dollars (US$50,000) individually, including any investigatory, remedial or corrective obligations relating to the business of RAML arising under Environmental, Health & Safety Laws. (x) Except for those matters set forth in Schedule 3.20, to the Knowledge of SELLER, there are no writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits, proceedings or governmental investigations pending or threatened, relating to compliance with or liability under any Environmental, Health & Safety Laws affecting the operations of RAML or the Real Property. (d) Except as set forth in Schedule 3.20, to the Knowledge of SELLER, none of the Real Property or any property to which RAML has transported, or arranged for the disposal of, Hazardous Mxxxxials in the last five (5) years is listed, or proposed for listing, on the National Priorities List, CERCLIS or any similar federal, state, local or foreign list of sites requiring investigation or clean-up. (e) This Section 3.20 contains the sole and exclusive representations and warranties of SELLER with respect to any environmental, health or safety matters, including any arising under any Environmental, Health & Safety Laws. (f) To SELLER's Knowledge, SELLER has disclosed all environmental liabilities of RAML on Schedule 3.20.
Sample 1

Related to Environmental, Health & Safety Matters

  • Environmental, Health and Safety Matters (a) Comply in all material respects with all applicable Environmental Laws, including, without limitation, obtaining and complying with and maintaining any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws. For purposes of this Section 5.12(a), material noncompliance by the Company, any of its Subsidiaries or any tenant or subtenant, with any applicable Environmental Law shall be deemed not to constitute a breach of this covenant provided that, upon learning of any actual or suspected material noncompliance, the Company and the relevant Subsidiaries shall promptly undertake all reasonable efforts to achieve material compliance (or contest in good faith by appropriate proceedings the alleged violation or applicable Environmental Law at issue and (to the extent required by GAAP) provide on the books of the Company or any of its Subsidiaries, as the case may be, reserves in accordance with GAAP with respect thereto), and provided further that, in any case, such noncompliance, and any other noncompliance with applicable Environmental Law, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding applicable Environmental Laws, except to the extent that the validity thereof is currently being contested in good faith by appropriate proceedings and (to the extent required by GAAP) reserves in accordance with GAAP with respect thereto have been provided on the books of the Company or any of its Subsidiaries, as the case may be. (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, subsidiaries, affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the Company or any of its Subsidiaries or any of their respective operations or properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of (or, as determined pursuant to a claim initiated by the Company, breach in bad faith of its express obligations under the applicable Loan Documents by) the party seeking indemnification therefor, in each case, as determined by a final non-appealable judgment by a court of competent jurisdiction. This indemnity shall continue in full force and effect regardless of the termination of this Agreement.

  • Environmental Health and Safety i. Environment, Health and Safety Performance. Seller acknowledges and accepts full and sole responsibility to maintain an environment, health and safety management system ("EMS") appropriate for its business throughout the performance of this Contract. Buyer expects that Seller’s EMS shall promote health and safety, environmental stewardship, and pollution prevention by appropriate source reduction strategies. Seller shall convey the requirement of this clause to its suppliers. Seller shall not deliver goods that contain asbestos mineral fibers.

  • Environmental, Health and Safety Laws There does not exist any violation by the Borrower or any of its Subsidiaries of any applicable federal, state or local law, rule or regulation or order of any government, governmental department, board, agency or other instrumentality relating to environmental, pollution, health or safety matters which has, will or threatens to impose a material liability on the Borrower or any of its Subsidiaries or which has required or would require a material expenditure by the Borrower or any of its Subsidiaries to cure. Neither the Borrower nor any of its Subsidiaries has received any notice to the effect that any part of such Person’s operations or properties is not in material compliance with any such law, rule, regulation or order or notice that it or its property is the subject of any governmental investigation evaluating whether any remedial action is needed to respond to any release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could reasonably be expected to constitute a Material Adverse Occurrence. Except as set out on Schedule 4.7 of the Disclosure Schedules, the Borrower does not have knowledge that it, any of its Subsidiaries or any of their respective property will become subject to environmental laws or regulations during the term of this Agreement, compliance with which could reasonably be expected to require significant Capital Expenditures or to constitute a Material Adverse Occurrence.

  • Environmental and Safety Matters (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

  • COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph.

  • Environmental and Safety Laws To its knowledge, the Company is not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, and to its knowledge, no material expenditures are or will be required in order to comply with any such existing statute, law or regulation.

  • Environment, Health, and Safety (a) To the Knowledge of AIDEA and the Acquired Companies, except as disclosed in Disclosure Schedules 3.16(b), (d), and (e), the Acquired Companies have complied with all Environmental, Health, and Safety Laws. No action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of the Acquired Companies alleging any failure to so comply. Without limiting the generality of the preceding sentence, the Acquired Companies, to the Knowledge of AIDEA and the Acquired Companies, have obtained and been in compliance with all of the terms and conditions of all permits, licenses, and other authorizations that are required under, and have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables that are contained in, all Environmental, Health, and Safety Laws. (b) Except as disclosed in Disclosure Schedule 3.16(b), neither the Acquired Companies nor AIDEA with respect to the Acquired Companies, to the Knowledge of AIDEA and the Acquired Companies, has any Liability arising out of events or circumstances occurring under any Environmental, Health, and Safety Laws for contamination of, damage to, or polluting any site, location, property, natural resources, the air, or any body of water (surface or subsurface), or for any illness of, or personal injury to, or death of, any employee or other individual related to the foregoing. (c) To the Knowledge of AIDEA and the Acquired Companies, all equipment and personal property owned, leased, or used in the Operations are and have been free of hydrocarbon contamination, asbestos, PCBs, dioxins, and any other hazardous, toxic, radioactive, or dangerous substances, except for the liquefied natural gas and compressed natural gas the Acquired Companies produce, store, and handle, and except for the fuel, lubricants, refrigerants, and solvents that are used in the ordinary course of business in conducting the Operations. The liquefied natural gas and compressed natural gas of the Acquired Companies, and the fuel, lubricants, refrigerants, and solvents used in its Operations, have all been stored, handled, transported, used, and disposed of in accordance with all Environmental, Health, and Safety Laws and consistent with all standard industry practices. (d) Except as disclosed on Disclosure Schedule 3.16(d), all real property the Acquired Companies owns is, to the Knowledge of AIDEA and the Acquired Companies, free from contamination by any substance regulated under, or defined as or considered “hazardous” or “toxic” or “radioactive” or “contamination” or “pollution” under, any Environmental, Health, and Safety Laws, including but not limited to hydrocarbons, asbestos, PCBs, and dioxins. AIDEA has provided IGU with true and complete copies of all environmental assessments, studies, and reports (1) of which AIDEA and the Acquired Companies have Knowledge and (2) that reference the real property any of the Acquired Companies owns, leases, or uses. Although neither AIDEA nor the Acquired Companies has conducted any environmental assessments regarding the leased real property used by the Acquired Companies, neither AIDEA nor the Acquired Companies has Knowledge of any environmental contamination on or under the portions of any leased or used real property where any of the Operations have been conducted. (e) Except as disclosed on Disclosure Schedule 3.16(e), neither the Acquired Companies nor AIDEA has Knowledge of any leak, spill, release, discharge, or disposal of any substance regulated under, or defined as or considered “hazardous” or “toxic” or “radioactive” or “contamination” or “pollution” under any Environmental, Health, and Safety Laws that has occurred on, in, or under the real property any of the Acquired Companies owns, leases, or uses, or has ever owned, leased, or used, in conducting the Operations, that was reportable or should have been reported to any government or governmental agency, or that was or could have been subject to clean up or remediation, under any Environmental, Health, and Safety Laws. (f) Except as disclosed on Disclosure Schedule 3.16(f), to the Knowledge of AIDEA and the Acquired Companies, there is no underground storage tank present on any real property any of the Acquired Companies owns, leases, or uses or has owned, leased or used, in conducting the Operations.

  • HEALTH, SAFETY AND ENVIRONMENT In the performance of this Contract, Contractor and Operator shall conduct Petroleum Operations with due regard to health, safety and the protection of the environment (“HSE”) and the conservation of natural resources, and shall in particular:

  • Health and Safety Plan Consultant shall prepare and submit a Health and Safety Plan (“HASP”) for the portion of Consultant’s work that will involve field work, assessments, or investigations of certain Project elements. The HASP shall describe how Consultant plans to complete field work, assessments, and/or investigations at the RWF. Consultant’s HASP must comply with the CIP HASP and shall be updated as new conditions are encountered.

  • Cooperation on forestry matters and environmental protection 1. The aims of cooperation on forestry matters and environmental protection will be, but not limited to, as follows: (a) establishing bilateral cooperation relations in the forestry sector; (b) developing a training program and studies for sustainable management of forests; (c) improving the rehabilitation and sustainable management of forest with the aim of increasing carbon sinks and reduce the impact of climate change in the Asia-Pacific region; (d) cooperating on the execution of national projects, aimed at: improving the management of forest plantations for its transformation for industrial purposes and environmental protection; (e) elaborating studies on sustainable use of timber; (f) developing new technologies for the transformation and processing of timber and non-timber species; and (g) improving cooperation in agro-forestry technologies. 2. To achieve the objectives of the Article 149 (Objectives), the Parties may focus, as a means of cooperation and negotiations on concluding a bilateral agreement on forestry cooperation between the two Parties. Such collaboration will be as follows: (a) exchanges on science and technology as well as policies and laws relating the sustainable use of forest resources; (b) cooperation in training programs, internships, exchange of experts and projects advisory; (c) advice and technical assistance to public institutions and organizations of the Parties on sustainable use of forest resources and environmental protection; (d) facilitating forest policy dialogue and technical cooperation under the Network of Sustainable Forest Management and Forest Rehabilitation in Asia- Pacific Region, initiated at the 15th Asia Pacific Economic Cooperation (APEC) Meeting; (e) encouraging joint studies, working visits, exchange of experiences, among others; and (f) others activities mutually agreed.

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