Common use of Environmental Issues Clause in Contracts

Environmental Issues. 15.14.1 Except as set forth in Schedule 15.14, the Seller's business and Assets are in compliance with all Environmental Laws and the Seller has obtained all permits required under the Environmental Laws in connection with the construction, ownership and operation of the Assets and the Seller's business. The Seller has not received, nor is aware of, any notice of any past, present or anticipated future events, conditions, activities, investigations, plans, studies or proposals which (I) would interfere with or prevent compliance by the Seller or the Assets with any Environmental Law, or (b) may give rise to any common law or statutory liability, or otherwise form the basis of a claim, action, suit, proceeding, investigation or hearing, involving the Seller or the Assets and related in any way to Hazardous Substances or Environmental Laws. 15.14.2 Except as set forth on Schedule 15.14, no Hazardous Substance has been disposed of, spilled, leaked or otherwise released on, in, under, or from, or otherwise come to be located in the soil or water on or under, the real property owned, leased or otherwise occupied by the Seller in connection with the Seller's business, now or in the past. Except as set forth in Schedule 15.14, all wastes generated in connection with the Seller's business are and have been transported to and disposed of at an authorized waste disposal facility in compliance with all Environments Laws. Except as set forth in Schedule 15.14, none of the Assets have incorporated into them any lead-based paint, urea formaldehyde foam insulation, asbestos, polychlorinated biphenyls or any other Hazardous Substance that is prohibited, restricted or regulated when present in buildings, structures, fixtures or equipment. Except as set forth in Schedule 15.14, the Seller is not liable under any Environmental Law for remedial, removal, investigation or other response costs, natural resources damages, or other claims arising out of the release or threatened release of any Hazardous Substance at any real property owned, leased or otherwise occupied by the Seller or at any other real property site, now or in the past, and no basis exists for any such liability. 15.14.3 Except as set forth in Schedule 15.14, there are no underground storage tanks (in or out of service) on any real property owned, leased or otherwise occupied by the Seller's business. 15.14.4 Except as set forth on Schedule 15.14, the Seller has disclosed and made available to the Purchaser true, correct and complete copies or results of any and all studies, reports, monitoring, tests, analysis, correspondence with governmental agencies or other documents in its possession or initiated by the Seller or otherwise known to the Seller and pertaining to the existence or Hazardous Substances, to compliance with Environmental Laws or to any other environmental concern relating to the Assets or the Seller's business. 15.14.5 For purposes of this Agreement, "Environmental Laws" shall mean any federal, state or local statute, ordinance or regulation pertaining to the protection of human health or the environment and any applicable orders, decrees, permits, judgments, licenses or other authorizations or mandates under such statutes, ordinances or regulations.

Environmental Issues. 15.14.1 Except 7.1 So far as set forth the Vendors are aware, no underground treatment or storage tanks and sumps for which the Company has responsibility are or have ever been located at the Properties or the Former Properties. 7.2 So far as the Vendors are aware, no discharge, release, leaching, emission or escape into the Environment of any Hazardous Substance or any substance regulated by Environmental Law has occurred or is occurring in Schedule 15.14, the Seller's business and Assets are in compliance with all Environmental Laws and the Seller has obtained all permits required under the Environmental Laws in connection with the construction, ownership and operation conduct of the Assets and the Seller's business. The Seller has not received, nor is aware of, any notice of any past, present or anticipated future events, conditions, activities, investigations, plans, studies or proposals which (I) would interfere with or prevent compliance by the Seller or the Assets with any Environmental Law, or (b) may give rise to any common law or statutory liability, or otherwise form the basis of a claim, action, suit, proceeding, investigation or hearing, involving the Seller or the Assets and related in any way to Hazardous Substances or Environmental LawsBusiness. 15.14.2 Except 7.3 So far as set forth on Schedule 15.14, no Hazardous Substance has been disposed of, spilled, leaked or otherwise released on, in, under, or from, or otherwise come to be located in the soil or water on or under, the real property owned, leased or otherwise occupied by the Seller in connection with the Seller's business, now or in the past. Except as set forth in Schedule 15.14, all wastes generated in connection with the Seller's business Vendors are and have been transported to and disposed of at an authorized waste disposal facility in compliance with all Environments Laws. Except as set forth in Schedule 15.14aware, none of the Assets Properties, nor any Former Properties whilst in the ownership of the Company, is or has been contaminated with any Hazardous Substance or any substance regulated by Environmental Law. The Company is not in breach of any Environmental Law which would have incorporated into them a Material Adverse Event. 7.4 So far as the Vendors are aware, no Hazardous Substances or substances regulated by Environmental Law are or have been produced or used in the course of the Business. 7.5 So far as the Vendors are aware, no Environmental Licences are required for the carrying on of the Business. 7.6 There are no actual or contingent liabilities and no existing, or pending, and, so far as the Vendors are aware, threatened civil or criminal actions, notices of violations, investigations, remediation or other notice, prohibitions, judgments, awards, demands, claims, enquiries, arbitrations, administrative proceedings or written communications from any lead-based paint, urea formaldehyde foam insulation, asbestos, polychlorinated biphenyls governmental or regulatory authority or any other Hazardous Substance that is prohibited, restricted or regulated when present in buildings, structures, fixtures or equipment. Except as set forth in Schedule 15.14, the Seller is not liable person under any Environmental Law for remedial, removal, investigation or other response costs, natural resources damages, or other claims arising out Laws against any member of the release or threatened release of any Hazardous Substance at any real property owned, leased or otherwise occupied by the Seller or at any other real property site, now Group or in relation to any of their assets (whether or not currently owned including any properties formerly owned used or occupied) and, so far as the past, and no basis exists for any such liability. 15.14.3 Except as set forth in Schedule 15.14Vendors are aware, there are no underground storage tanks (in or out circumstances which may lead to any such matters. 103 7.7 Copies of service) on any real property ownedall environmental reports, leased or otherwise occupied surveys, audits, assessments and investigations formally commissioned by the Seller's business. 15.14.4 Except as set forth on Schedule 15.14, Company in respect of the Seller has Properties and the Companies in the possession of the Vendors and/or the Companies have been disclosed and made available to the Purchaser true, correct and complete copies or results of any and all studies, necessary steps to comply with all the recommendations contained in such reports, monitoringsurveys, testsaudits, analysis, correspondence with governmental agencies or other documents in its possession or initiated by the Seller or otherwise known to the Seller assessments and pertaining to the existence or Hazardous Substances, to compliance with Environmental Laws or to any other environmental concern relating to the Assets or the Seller's businessinvestigations have been completed. 15.14.5 For purposes of this Agreement, "Environmental Laws" shall mean any federal, state or local statute, ordinance or regulation pertaining to the protection of human health or the environment and any applicable orders, decrees, permits, judgments, licenses or other authorizations or mandates under such statutes, ordinances or regulations.

Environmental Issues. 15.14.1 2.23.1 Except as set forth in Schedule 15.142.23, to Sellers’ knowledge, the Seller's business and Assets are Company is in compliance with all Environmental Laws and the Seller Company has obtained all permits required under the Environmental Laws in connection with the construction, ownership and operation of the Assets and the Seller's its business. The Seller Company has not received, nor is aware of, any notice of any past, present or anticipated future events, conditions, activities, investigations, plans, studies or proposals which (Ii) would interfere with or prevent compliance by the Seller or the Assets Company with any Environmental Law, or (b) may give rise to any common law or statutory liability, or otherwise form the basis of a claim, action, suit, proceeding, investigation or hearing, involving the Seller or the Assets Company and related in any way to Hazardous Substances or Environmental Laws. 15.14.2 2.23.2 Except as set forth on Schedule 15.142.23, no Hazardous Substance the Company has been not disposed of, spilled, leaked or otherwise released any Hazardous Substance on, in, under, or from, or otherwise come to be located in the soil or water on or under, the real property owned, leased or otherwise occupied by the Seller in connection with the Seller's business, now or in the pastCompany. Except as set forth in Schedule 15.142.23, all wastes generated in connection with the Seller's business Company are and have been transported to and disposed of at an authorized waste disposal facility in compliance with all Environments Laws. Except as set forth in Schedule 15.142.23, to Sellers’ knowledge, none of the Assets Company’s real or personal properties have incorporated into them any lead-based paint, urea formaldehyde foam insulation, asbestos, polychlorinated biphenyls or any other Hazardous Substance that is prohibited, restricted or regulated when present in buildings, structures, fixtures or equipment. Except as set forth in Schedule 15.142.23, to Sellers’ knowledge, the Seller Company is not liable under any Environmental Law for remedial, removal, investigation or other response costs, natural resources damages, damages or other claims arising out of the release or threatened release of any Hazardous Substance at any real property owned, leased or otherwise occupied by the Seller Company or at any other real property sitesite previously leased, now or in otherwise occupied or otherwise utilized by the pastCompany, and no basis exists for any such liability. 15.14.3 2.23.3 Except as set forth in Schedule 15.142.23, to Sellers’ knowledge, there are no underground storage tanks (in or out of service) on any real property owned, leased or otherwise occupied by the Seller's businessCompany. 15.14.4 2.23.4 Except as set forth on Schedule 15.142.23, the Seller Company has disclosed and made available to the Purchaser true, correct and complete copies or results of any and all studies, reports, monitoring, tests, analysis, correspondence with governmental agencies or other documents in its possession or initiated by the Seller Company or otherwise known to the Seller Company and/or the Sellers and pertaining to the existence or Hazardous Substances, to compliance with Environmental Laws or to any other environmental concern relating to the Assets or the Seller's businessCompany. 15.14.5 2.23.5 For purposes of this Agreement, "“Environmental Laws" ” shall mean any federal, state or local statute, ordinance or regulation pertaining to the protection of human health or the environment and any applicable orders, decrees, permits, judgments, licenses or other authorizations or mandates under such statutes, ordinances or regulations. 2.23.6 For purposes of this Agreement, “Hazardous Substance” shall mean any toxic, infectious, hazardous or radioactive substance, pollutant, contaminant, material or waste as defined, listed or regulated under any Environmental Law, other than household hazardous waste or other materials managed in compliance with Environmental Law.

Environmental Issues. 15.14.1 (a) Except as set forth described in Schedule 15.142.18, the Seller's business Acquiree has been and Assets is in compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency ("Environmental Laws") relating to the protection of the environment, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances ("Hazardous Substances"); (b) The Acquiree has obtained all licenses, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the "Environmental Permits") required for the operation of the business, all of which are described in Schedule 2.18. Each Environmental Permit is valid, subsisting and in good standing and the Acquiree is not in default or breach of any Environmental Permit and no proceeding is pending or threatened, to revoke or limit any Environmental Permit; (c) The Acquiree has not used or permitted to be used, except in compliance with all Environmental Laws Laws, any of its property (including leased property) or facilities or any property or factuality that is previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance; (d) The Acquiree has never received any notice of, nor been prosecuted for an offense alleging, non-compliance with any Environmental Laws, and the Seller has obtained all permits required under the Environmental Laws in connection with the construction, ownership and operation none of the Assets and Sellers, the Seller's businessPrincipal nor the Acquiree has settled any allegations on non-compliance short of prosecution. The Seller has not receivedThere are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the business or any property of the Acquiree, nor is aware of, any has the Acquiree received notice of any pastof the same; (e) Except as disclosed in Schedule 2.18, present there are no pending or anticipated future events, conditions, activities, investigations, plans, studies proposed changes to Environmental Laws that would render illegal or proposals which (I) would interfere with restrict the manufacture or prevent compliance sale of any product manufactured or sold or service provided by the Seller Acquiree; (f) The Acquiree has not caused or permitted, nor does it have any knowledge of, the Assets with release, in any Environmental Lawmanner whatsoever, of any Hazardous Substance on or from any of its properties (including any of the leased property) or assets or any property or facility that it previously owned or leased, or (b) any such release on or from a facility owned or operated by third parties but with respect to which the Acquiree is or may give rise reasonably be alleged to any common law or statutory have liability, or otherwise form the basis of a claim, action, suit, proceeding, investigation or hearing, involving the Seller or the Assets and related in any way to . All Hazardous Substances and all other wastes and other material and substances used in whole or Environmental Laws. 15.14.2 Except as set forth on Schedule 15.14, no Hazardous Substance has in part by the Acquiree or resulting from its business have been disposed of, spilled, leaked or otherwise released on, in, under, or from, or otherwise come to be located in the soil or water on or under, the real property owned, leased or otherwise occupied by the Seller in connection with the Seller's business, now or in the past. Except as set forth in Schedule 15.14, all wastes generated in connection with the Seller's business are treated and have been transported to and disposed of at an authorized waste disposal facility stored in compliance with all Environments Environmental Laws. Except as set forth in Schedule 15.14, none 2.18 identifies all of the Assets locations where Hazardous Substances used in whole or in part by the Acquiree have incorporated into them been or are being stored or disposed of; (g) the Acquiree has not received any leadnotice that it is potentially responsible for a federal, provincial, municipal or local clean-based paint, urea formaldehyde foam insulation, asbestos, polychlorinated biphenyls up site or any other Hazardous Substance that is prohibited, restricted or regulated when present in buildings, structures, fixtures or equipment. Except as set forth in Schedule 15.14, the Seller is not liable corrective action under any Environmental Law Laws. The Acquiree has not received any request for remedialinformation in connection with any federal, removalprovincial, investigation municipal or other response costs, natural resources damages, or other claims arising out of the release or threatened release of any Hazardous Substance local inquires at any real property owned, leased or otherwise occupied by the Seller or at any other real property site, now or in the past, and no basis exists for any such liability.to disposal sites; and 15.14.3 Except as set forth in Schedule 15.14, there are no underground storage tanks (in or out of serviceh) on any real property owned, leased or otherwise occupied by the Seller's business. 15.14.4 Except as set forth on Schedule 15.14, the Seller The Acquiree has disclosed and made available delivered to the Purchaser true, correct ACT a true and complete copies copy of all environmental audits, evaluations, assessments, studies or results of any and all studies, reports, monitoring, tests, analysis, correspondence with governmental agencies or other documents in its possession or initiated by the Seller or otherwise known to the Seller and pertaining to the existence or Hazardous Substances, to compliance with Environmental Laws or to any other environmental concern tests relating to the Assets or the Seller's businessAcquiree of which it is aware. 15.14.5 For purposes of this Agreement, "Environmental Laws" shall mean any federal, state or local statute, ordinance or regulation pertaining to the protection of human health or the environment and any applicable orders, decrees, permits, judgments, licenses or other authorizations or mandates under such statutes, ordinances or regulations.