Environmental Legal Compliance. Except as set forth on Schedule 5.13: Seller has complied with, and is in compliance with: (x) the terms and conditions of all Permits issued or required with respect to the Project pursuant to any Environmental Law, and (y) all other limitations, restrictions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any Environmental Law, as related to the development, construction, ownership, use, operation or maintenance of the Project or any of the Project Assets; Seller has not received any notice or claim from any Person alleging any liability for personal injury or property damage relating to the Facility or the Project Assets, or any notice of any violation under Environmental Law, any request for information pursuant to CERCLA, or any notice of any order, penalty, investigation, action, suit, claim, proceeding or other action from any Governmental Authority or any other Person with respect to the actual or alleged violation by Seller, the Project or any of the Project Assets, or liability of any Person with respect to the Project or any of the Project Assets under, any Environmental Law or Permit and Seller has no knowledge of any circumstances, events or conditions that could result in such a notice; None of the Project, the Project Site, the Additional Real Property nor any of the Project Assets is the subject of any administrative or judicial actions, complaints, suits, proceedings or investigations pursuant to any Environmental Law; None of the Project Site, the Additional Real Property or any other of the Project Assets (including any above-ground or underground storage tanks located on or a part thereof) contains any Hazardous Material (including polychlorinated biphenyls, asbestos, lead or urea formaldehyde) that, under any Environmental Law, (1) imposes or could reasonably be expected to impose on any Person a liability for fines or penalties for non-compliance with Environmental Law, or for the performance or reimbursement of the costs of removal, Remediation, or other cleanup, or liability for or obligation to reimburse damages to natural resources; (2) has had or could reasonably be expected to have a material adverse effect on the value of the Project or the Project Assets or its or their ownership, use or operation; or (3) could reasonably be expected to result in the imposition of a Lien on the Project Site, the Additional Real Property, the Project or any of the other Project Assets; Seller has not disposed of, discharged, or released any Hazardous Material at the Project Site or the Additional Real Property, or has arranged for the disposal of any Hazardous Material to, at or from the Project Site, the Additional Real Property or at any other location in connection with the Project; Seller has not made, and is not currently obligated to make, file or give, any report or notification to any Governmental Authority regarding the release or discharge of any Hazardous Materials in connection with the Project; Other than Permitted Encumbrances, no Lien in favor of any Person imposed under Environmental Law relating to or in connection with any claim under an Environmental Law has been filed or has been attached to the Project or any of the Project Assets and, to the knowledge of Seller, no response action or other Remediation by any Governmental Authority has taken place that could form the basis for such a Lien under an Environmental Law; and Seller has provided to Purchaser each environmental investigation, study, audit, test, review and other analysis conducted in relation to any property or facility that is part of the Project.
Appears in 1 contract
Samples: Build Own Transfer Agreement
Environmental Legal Compliance. Except as set forth on in Disclosure Schedule 5.13: Seller has complied with, and is in compliance with: 14.6(i):
(xi) the terms and conditions of all Permits issued or required with respect to the Project pursuant to any Environmental Law, and (y) all other limitations, restrictions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any Environmental Law, as related to the development, construction, ownership, use, operation or maintenance of the Project or any of the Project Assets; Seller has not received any written notice or claim from any Person alleging any current liability for personal injury or property damage relating to the Facility or the Project AssetsProject, or any written notice of any current violation under Environmental environmental Law, any current written request for information pursuant to CERCLA, or any current written notice of any order, penalty, investigation, action, suit, claim, proceeding or other action from any Governmental Authority or any other Person with respect to the actual or alleged violation by Seller, Seller or the Project or any of the Project AssetsProject, or current liability of any Person with respect to the Project under any environmental Law, Governmental Approval or permit. Nothing in this paragraph shall require disclosure of any of such notice or claim that was received more than 3 years prior to the Option Exercise Date and relates to a matter that was fully remedied prior to the Option Exercise Date.
(ii) Seller has not received any written notice that either the Project Assets under, any Environmental Law or Permit and Seller has no knowledge of any circumstances, events or conditions that could result in such a notice; None of the Project, the Project Site, the Additional Real Property nor any of the Project Assets Site is currently the subject of any administrative or judicial actions, complaints, suits, proceedings or investigations pursuant to any Environmental environmental Law; None . Nothing in this paragraph shall require disclosure of any such notice or claim that was received more than 3 years prior to the Option Exercise Date and relates to a matter that was fully remedied prior to the Option Exercise Date.
(iii) To Seller’s knowledge but without investigation, neither the Site nor the Project Site, the Additional Real Property or any other of the Project Assets (including any above-ground or underground storage tanks located on or a part thereof) contains any Hazardous Material hazardous substances (including polychlorinated biphenyls, asbestos, lead or urea formaldehyde) that, under any Environmental environmental Law, (1) imposes or could reasonably be expected to impose on any Person a liability for fines or penalties for non-compliance with Environmental environmental Law, or for the performance or reimbursement of the costs of removal, Remediationremediation, or other cleanup, or liability for or obligation to reimburse damages to natural resources; resources or (2) has had or could reasonably be expected to have a material adverse effect on the value of the Project or the Project Assets or its or their ownership, use or operation; or operation thereof.
(3iv) could reasonably be expected to result in the imposition of a Lien on the Project SiteTo Seller’s knowledge, the Additional Real Property, the Project or any of the other Project Assets; Seller has not disposed of, discharged, discharged or released any Hazardous Material hazardous substances at the Project Site or the Additional Real PropertySite, or has arranged for the disposal of any Hazardous Material hazardous substances to, at or from the Project Site, the Additional Real Property Site or at any other location in connection with the Project; , other than in compliance with applicable environmental Laws or as has previously been remediated in accordance with applicable environmental Laws.
(v) To Seller’s knowledge, Seller has not made, and is not currently obligated to make, file or give, give any report or notification to any Governmental Authority regarding the release or discharge of any Hazardous Materials in connection with the Project; Other hazardous substances.
(vi) To Seller’s knowledge, other than Permitted EncumbrancesLiens, there presently exists no Lien lien in favor of any Person imposed under Environmental any environmental Law relating to or in connection with any claim under an Environmental environmental Law that has been filed or has been attached to and served on Seller in connection with the Project or any of the Project Assets andProject, and to the knowledge of Seller, no response action or other Remediation remediation by any Governmental Authority has taken place that could form the basis for such a Lien lien under an Environmental environmental Law; and Seller has provided to Purchaser each environmental investigation, study, audit, test, review and other analysis conducted in relation to any property or facility that is part of the Project.
Appears in 1 contract
Samples: Power Purchase Agreement
Environmental Legal Compliance. Except Without limiting the generality of Section 5.11, except for prior violations which have been properly reported to the appropriate authority and fully resolved without any potential future liability of any Project or CHI Maine, and except as set forth disclosed on Schedule 5.13: Seller has 5.12:
(a) To the knowledge of Parent and Universal, CHI Maine and each of the Projects and the Sites have each complied with, and is are in compliance with: (x) the terms and conditions of all Permits Governmental Approvals, Governmental Filings and Governmental Rules issued or required with respect to the Project pursuant to any Environmental Law, and (y) all other limitations, restrictions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any Environmental Law, as related or in any notice, order or demand letter issued, entered, promulgated or approved pursuant to any Environmental Law:
(b) To the developmentknowledge of Parent and Universal, construction, ownership, use, operation or maintenance of the neither CHI Maine nor any Project or Site (i) has been or is alleged to have been in violation of any of the Project Assets; Seller Environmental Law, (ii) has not received any notice or claim from any Person alleging any liability for personal injury or property damage relating to the Facility or the Project Assets, or any notice of any violation under Environmental Law, any request for information pursuant to CERCLA, or any notice of any order, penalty, investigation, action, suit, claim, proceeding or other action notification from any Governmental Authority Person or any other Person with respect to the actual or alleged violation by Sellerthird party alleging that CHI Maine, the such Project or any such Site are in violation of the Project Assets, or liability of any Person with respect to the Project or any of the Project Assets under, any Environmental Law or Permit and Seller has no knowledge of any circumstances(iii) are subject to, events or conditions that could result in such a notice; None of the Projecthave been subject to, the Project Site, the Additional Real Property nor any of the Project Assets is the subject of any administrative or judicial actions, complaints, suits, proceedings or investigations pursuant to any Environmental Law; None ;
(c) To the knowledge of Parent and Universal, neither CHI Maine nor any Project has caused or permitted the Project Release of any polychlorinated biphenyls, asbestos containing material or urea formaldehyde insulation at any Site;
(d) To the knowledge of Parent and Universal, the Additional Real Property or there are not now, and there have not been previously, any other of the Project Assets (including any above-ground or underground storage tanks located owned or installed by CHI Maine or any Project on any Site;
(e) To the knowledge of Parent and Universal, no Site or a part thereof) other real property now or previously owned or leased by CHI Maine or any Project contains any Hazardous Material (including polychlorinated biphenyls, asbestos, lead or urea formaldehyde) Regulated Substance that, under any Environmental LawLaw currently in effect, (1i) imposes impose or could reasonably be expected to impose on Parent, Universal, CHI Maine or any Person Project a liability for fines or penalties for non-compliance with Environmental Law, or for the performance or reimbursement of the costs of removal, Remediationremediation, or other cleanup, or liability for or obligation to reimburse damages damage to natural resources; (2ii) has had or could reasonably be expected to have a material adverse effect affect on the value of the any Project or the Project Assets or its or their ownership, use or operationCHI Maine Assets; or (3iii) could reasonably be expected to result in the imposition of a Lien on the Project Site, the Additional Real Property, the Project or any of the other CHI Maine Assets;
(f) None of CHI Maine, Parent or Universal or their respective Affiliates has received any request for information from any Governmental Person or any other Person which request is related to any location (including any Site) which is, or may be, subject to actions for removal, response, remediation or cleanup of Regulated Substances, including but not limited to any information request pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") or any similar State statute, rule or regulation and which may subject CHI Maine or any Project Assetsto any obligation for removal, response, remediation or cleanup of Regulated Substances at such location;
(g) None of the CHI Maine, Parent or Universal or their respective Affiliates has received any notice of violation or order, demand, or other claim (i) for removal, response, remediation or cleanup of any Regulated Substances at any location (including any Site); Seller has not disposed of(ii) for damage to natural resources; or (iii) for personal injury or property damage related to the release or discharge of Regulated Substances;
(h) To the knowledge of Parent and Universal, dischargedneither CHI Maine nor any Project has, except in compliance with all applicable rules, regulations and permits:
(i) disposed, discharged or released any Hazardous Material at the Project Site Substance or the Additional Real Property, or has Regulated Substance at; (ii) arranged for the disposal of any Hazardous Material Substance or Regulated Substance at; (iii) transported any Hazardous Substance or Regulated Substance to; or (iv) owned or operated, at any location or from facility (including any Site) that is listed or proposed for listing on the National Priority List under CERCLA or any similar State remedial action priority list, or which has been proposed for removal or remedial action under any Environmental Law;
(i) To the knowledge of Parent and Universal, CHI Maine has obtained and complied with all required Governmental Approvals for the disposal or beneficial use of all wastes generated by any Project. Schedule 5.12 sets forth a full and complete list of all sites and facilities where wastes generated by CHI Maine or any Project Sitehave been stored, treated, processed or disposed;
(j) To the Additional Real Property knowledge of Parent and Universal, all facilities and sites to which waste materials generated by CHI Maine or at any other location Project have been sent for storage, treatment, processing, or disposal are in connection compliance with all applicable Environmental Laws;
(k) None of the Project; Seller Parent, Universal or CHI Maine has not made, and made or is not currently obligated to make, file or give, any report or notification to any Governmental Authority Person regarding the release or discharge of any Hazardous Materials in connection with Regulated Substance, and (l) To the Project; Other than Permitted Encumbrancesknowledge of Parent and Universal, no Lien in favor of any Person imposed under Environmental Law relating there has not been, whether prior to or in connection with the construction and operation of any claim under an Environmental Law has been filed Project (including any activities or has been attached processes relating to the Project such Project) any release or discharge by CHI Maine or any Project of any Regulated Substance at or to any Site (whether onto or into the ground, soil, subsurface, surface water, ground water, air or otherwise), and other than those which (i) are permitted under all applicable Environmental Laws and Governmental Approvals and (ii) occur only in the ordinary course of the Project Assets and, to the knowledge operation of Seller, no response action or other Remediation by any Governmental Authority has taken place that could form the basis for such a Lien under an Environmental Law; and Seller has provided to Purchaser each environmental investigation, study, audit, test, review and other analysis conducted in relation to any property or facility that is part of the Project.
Appears in 1 contract
Samples: Merger Agreement (Ridgewood Electric Power Trust Iv)
Environmental Legal Compliance. Except as set forth on in Disclosure Schedule 5.13: Seller has complied with, and is in compliance with: 14.6(i):
(xi) the terms and conditions of all Permits issued or required with respect to the Project pursuant to any Environmental Law, and (y) all other limitations, restrictions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any Environmental Law, as related to the development, construction, ownership, use, operation or maintenance of the Project or any of the Project Assets; Seller has not received any written notice or claim from any Person alleging any current liability for personal injury or property damage relating to the Facility or the Project AssetsProject, or any written notice of any current violation under Environmental environmental Law, any current written request for information pursuant to CERCLA, or any current written notice of any order, penalty, investigation, action, suit, claim, proceeding or other action from any Governmental Authority or any other Person with respect to the actual or alleged violation by Seller, Seller or the Project or any of the Project AssetsProject, or current liability of any Person with respect to the Project under any environmental Law, Governmental Approval or permit. Nothing in this paragraph shall require disclosure of any of such notice or claim that was received more than 3 years prior to the Option Exercise Date and relates to a matter that was fully remedied prior to the Option Exercise Date.
(ii) Seller has not received any written notice that either the Project Assets under, any Environmental Law or Permit and Seller has no knowledge of any circumstances, events or conditions that could result in such a notice; None of the Project, the Project Site, the Additional Real Property nor any of the Project Assets Site is currently the subject of any administrative or judicial actions, complaints, suits, proceedings or investigations pursuant to any Environmental environmental Law; None . Nothing in this paragraph shall require disclosure of any such notice or claim that was received more than 3 years prior to the Option Exercise Date and relates to a matter that was fully remedied prior to the Option Exercise Date.
(iii) To Seller’s knowledge but without investigation, neither the Site nor the Project Site, the Additional Real Property or any other of the Project Assets (including any above-ground or underground storage tanks located on or a part thereof) contains any Hazardous Material hazardous substances (including polychlorinated biphenyls, asbestos, lead or urea formaldehyde) that, under any Environmental environmental Law, (1) imposes or could reasonably be expected to impose on any Person a liability for fines or penalties for non-compliance with Environmental environmental Law, or for the performance or reimbursement of the costs of removal, Remediationremediation, or other cleanup, or liability for or obligation to reimburse damages to natural resources; resources or (2) has had or could reasonably be expected to have a material adverse effect on the value of the Project or the Project Assets or its or their ownership, use or operation; or operation thereof.
(3iv) could reasonably be expected to result in the imposition of a Lien on the Project SiteTo Seller’s knowledge, the Additional Real Property, the Project or any of the other Project Assets; Seller has not disposed of, discharged, discharged or released any Hazardous Material hazardous substances at the Project Site or the Additional Real PropertySite, or has arranged for the disposal of any Hazardous Material hazardous substances to, at or from the Project Site, the Additional Real Property Site or at any other location in connection with the Project; , other than in compliance with applicable environmental Laws or as has previously been remediated in accordance with applicable environmental Laws.
(v) To Seller’s knowledge, Seller has not made, and is not currently obligated to make, file or give, give any report or notification to any Governmental Authority regarding the release or discharge of any Hazardous Materials in connection with the Project; Other hazardous substances.
(vi) To Seller’s knowledge, other than Permitted EncumbrancesLiens, there presently exists no Lien lien in favor of any Person imposed under Environmental any environmental Law relating to or in connection with any claim under an Environmental environmental Law that has been filed or has been attached to and served on Seller in connection with the Project or any of the Project Assets andProject, and to the knowledge of Seller, no response action or other Remediation remediation by any Governmental Authority has taken place that could form the basis for such a Lien lien under an Environmental environmental Law; and Seller has provided to Purchaser each environmental investigation, study, audit, test, review and other analysis conducted in relation to any property or facility that is part of the Project.. 14.6(j):
Appears in 1 contract
Samples: Power Purchase Agreement
Environmental Legal Compliance. Except Without limiting the generality of Section 5.11, except for prior violations which have been properly reported to the appropriate authority and fully resolved without any potential future liability of any Project or CHI Maine, and except as set forth disclosed on Schedule 5.13: Seller has 5.12:
(a) To the knowledge of Parent and Universal, CHI Maine and each of the Projects and the Sites have each complied with, and is are in compliance with: (x) the terms and conditions of all Permits Governmental Approvals, Governmental Filings and Governmental Rules issued or required with respect to the Project pursuant to any Environmental Law, and (y) all other limitations, restrictions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any Environmental Law, as related or in any notice, order or demand letter issued, entered, promulgated or approved pursuant to any Environmental Law:
(b) To the developmentknowledge of Parent and Universal, construction, ownership, use, operation or maintenance of the neither CHI Maine nor any Project or Site (i) has been or is alleged to have been in violation of any of the Project Assets; Seller Environmental Law,(ii) has not received any notice or claim from any Person alleging any liability for personal injury or property damage relating to the Facility or the Project Assets, or any notice of any violation under Environmental Law, any request for information pursuant to CERCLA, or any notice of any order, penalty, investigation, action, suit, claim, proceeding or other action notification from any Governmental Authority Person or any other Person with respect to the actual or alleged violation by Sellerthird party alleging that CHI Maine, the such Project or any such Site are in violation of the Project Assets, or liability of any Person with respect to the Project or any of the Project Assets under, any Environmental Law or Permit and Seller has no knowledge of any circumstances(iii) are subject to, events or conditions that could result in such a notice; None of the Projecthave been subject to, the Project Site, the Additional Real Property nor any of the Project Assets is the subject of any administrative or judicial actions, complaints, suits, proceedings or investigations pursuant to any Environmental Law; None ;
(c) To the knowledge of Parent and Universal, neither CHI Maine nor any Project has caused or permitted the Project Release of any polychlorinated biphenyls, asbestos containing material or urea formaldehyde insulation at any Site;
(d) To the knowledge of Parent and Universal, the Additional Real Property or there are not now, and there have not been previously, any other of the Project Assets (including any above-ground or underground storage tanks located owned or installed by CHI Maine or any Project on any Site;
(e) To the knowledge of Parent and Universal, no Site or a part thereof) other real property now or previously owned or leased by CHI Maine or any Project contains any Hazardous Material (including polychlorinated biphenyls, asbestos, lead or urea formaldehyde) Regulated Substance that, under any Environmental LawLaw currently in effect, (1i) imposes impose or could reasonably be expected to impose on Parent, Universal, CHI Maine or any Person Project a liability for fines or penalties for non-compliance with Environmental Law, or for the performance or reimbursement of the costs of removal, Remediationremediation, or other cleanup, or liability for or obligation to reimburse damages damage to natural resources; (2ii) has had or could reasonably be expected to have a material adverse effect affect on the value of the any Project or the Project Assets or its or their ownership, use or operationCHI Maine Assets; or (3iii) could reasonably be expected to result in the imposition of a Lien on the Project Site, the Additional Real Property, the Project or any of the other CHI Maine Assets;
(f) None of CHI Maine, Parent or Universal or their respective Affiliates has received any request for information from any Governmental Person or any other Personwhich request is related to any location (including any Site) which is, or may be, subject to actions for removal, response, remediation or cleanup of Regulated Substances, including but not limited to any information request pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") or any similar State statute, rule or regulation and which may subject CHI Maine or any Project Assetsto any obligation for removal, response, remediation or cleanup of Regulated Substances at such location;
(g) None of the CHI Maine, Parent or Universal or their respective Affiliates has received any notice of violation or order, demand, or other claim (i) for removal, response, remediation or cleanup of any Regulated Substances at any location (including any Site); Seller has not disposed of(ii) for damage to natural resources; or (iii) for personal injury or property damage related to the release or discharge of Regulated Substances;
(h) To the knowledge of Parent and Universal, dischargedneither CHI Maine nor any Project has, except in compliance with all applicable rules, regulations and permits:
(i) disposed, discharged or released any Hazardous Material at the Project Site Substance or the Additional Real Property, or has Regulated Substance at;
(ii) arranged for the disposal of any Hazardous Material Substance or Regulated Substance at;
(iii) transported any Hazardous Substance or Regulated Substance to; or
(iv) owned or operated, at any location or from facility (including any Site) that is listed or proposed for listing on the National Priority List under CERCLA or any similar State remedial action priority list, or which has been proposed for removal or remedial action under any Environmental Law;
(i) To the knowledge of Parent and Universal, CHI Maine has obtained and complied with all required Governmental Approvals for the disposal or beneficial use of all wastes generated by any Project. Schedule 5.12 sets forth a full and complete list of all sites and facilities where wastes generated by CHI Maine or any Project Sitehave been stored, treated, processed or disposed;
(j) To the Additional Real Property knowledge of Parent and Universal, all facilities and sites to which waste materials generated by CHI Maine or at any other location Project have been sent for storage, treatment, processing, or disposal are in connection compliance with all applicable Environmental Laws;
(k) None of the Project; Seller Parent, Universal or CHI Maine has not made, and made or is not currently obligated to make, file or give, any report or notification to any Governmental Authority Person regarding the release or discharge of any Hazardous Materials in connection with Regulated Substance, and
(l) To the Project; Other than Permitted Encumbrancesknowledge of Parent and Universal, no Lien in favor of any Person imposed under Environmental Law relating there has not been, whether prior to or in connection with the construction and operation of any claim under an Environmental Law has been filed Project (including any activities or has been attached processes relating to the Project such Project) any release or discharge by CHI Maine or any Project of any Regulated Substance at or to any Site (whether onto or into the ground, soil, subsurface, surface water, ground water, air or otherwise), and other than those which (i) are permitted under all applicable Environmental Laws and Governmental Approvals and (ii) occur only in the ordinary course of the Project Assets and, to the knowledge operation of Seller, no response action or other Remediation by any Governmental Authority has taken place that could form the basis for such a Lien under an Environmental Law; and Seller has provided to Purchaser each environmental investigation, study, audit, test, review and other analysis conducted in relation to any property or facility that is part of the Project.
Appears in 1 contract
