Common use of Environmental, Health & Safety Matters Clause in Contracts

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 any Governmental Entity under applicable Environmental, Health & Safety Laws. (h) The Group Companies have made available to Buyer copies of (i) all material environmental assessments, studies, audits, analyses and reports relating to any property currently owned, operated or leased by the Group Companies or otherwise in connection with the Business and (ii) all material, non-privileged document relating to any material and outstanding Liabilities of the Group Companies under Environmental, Health & Safety Laws.

Environmental, Health & Safety Matters. (a) The Group Companies are, and since March 24, 2015 for the past two years have been, in compliance in all material respects with applicable Environmental, Health & Safety Laws, including obtaining, maintaining and complying with all Environmental Permits necessary required to operate the Business. No action or proceeding is pending or, to the Knowledge of the CompanySeller, threatened to revoke, modify in any material respect or terminate any such material 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 or, to the Knowledge of Seller, threatened material claim or may have any material 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, 2015For the past three years, there has been no Release of Hazardous Substances at, on, in in, under or from (i) any Company Real Property, (ii) to the Knowledge of Seller, any property formerly owned, operated or leased by any Group Company or (iii) to the Knowledge of Seller, 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 LiabilitiesLiabilities under Environmental, Health & Safety Laws. (d) None of the Group Companies has expressly assumed, or provided an indemnity with respect to or otherwise become subject to 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 any Governmental Entity under applicable Environmental, Health & Safety Laws. (h) The Group Companies have made available to the Buyer Parties copies of (i) all material environmental assessments, studies, audits, analyses and reports prepared in the last three years relating to any property currently owned, operated or leased by the Group Companies or otherwise in connection with the Business and (ii) all material, non-privileged document documents relating to any material and outstanding Liabilities of the Group Companies under Environmental, Health & Safety Laws.