Environmental Matters and Claims. (a) Except as heretofore disclosed in writing to the Facility Agent (i) the Borrower and its Affiliates (which for purposes of this Section 2(p) shall be deemed to include the Guarantor and its respective Affiliates) will, when required to operate their business as then being conducted, be in compliance with all applicable United States federal and state, local, foreign and international laws, regulations, conventions and agreements relating to pollution prevention or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, navigable waters, waters of the contiguous zone, ocean waters and international waters), including, without limitation, laws, regulations, conventions and agreements relating to (1) emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous materials, oil, hazardous substances, petroleum and petroleum products and by-products (“Materials of Environmental Concern”), or (2) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (“Environmental Laws”); (ii) the Borrower and its Affiliates will, when required, have all permits, licenses, approvals, rulings, variances, exemptions, clearances, consents or other authorizations required under applicable Environmental Laws (“Environmental Approvals”) and will, when required, be in compliance with all Environmental Approvals required to operate their business as then being conducted; (iii) the Borrower has not nor has any Affiliate thereof received any notice of any claim, action, cause of action, investigation or demand by any person, entity, enterprise or government, or any political subdivision, intergovernmental body or agency, department or instrumentality thereof, alleging potential liability for, or a requirement to incur, material investigator costs, cleanup costs, response and/or remedial costs (whether incurred by a governmental entity or otherwise), natural resources damages, property damages, personal injuries, attorneys' fees and expenses, or fines or penalties, in each case arising out of, based on or resulting from (1) the presence, or release or threat of release into the environment, of any Materials of Environmental Concern at any location, whether or not owned by such person, or (2) circumstances forming the basis of any violation, or alleged violation, of any Env...
Environmental Matters and Claims. (a) OSG and each of its Subsidiaries, when required, will be in compliance with all applicable United States federal and state, local, foreign and international laws, regulations, conventions and agreements relating to the pollution, pollution prevention or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, navigable waters, waters of the contiguous zone, ocean waters and international waters), including, without limitation, laws, regulations, conventions and agreements relating to (i) emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous materials, oil, hazardous substances, petroleum and petroleum products and by-products (“Materials of Environmental Concern”), or (ii) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (“Environmental Laws”) (except as to all of the above, where the failure to do so would not be reasonably likely to result in a Material Adverse Change);
Environmental Matters and Claims. (a) Except as heretofore disclosed in writing to the Facility Agent (i) each of the Security Parties and the Vessel Manager (who is a Security Party or an Affiliate thereof) will, when required under applicable law to operate its business as then being conducted, be in compliance with all applicable United States federal and state, local, foreign and international laws, regulations, conventions and agreements relating to pollution prevention or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, navigable waters, waters of the contiguous zone, ocean waters and international waters), including, without limitation, laws, regulations, conventions and agreements to which any is a party relating to (1) emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous materials, oil, hazardous substances, petroleum and petroleum products and by-products ("Materials of Environmental Concern"), or (2) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern ("Environmental Laws"); (ii) each of the Security Parties and the Vessel Manager (who is a Security Party or an Affiliate thereof) will, when required under applicable law, have all permits, licenses, approvals, rulings, variances, exemptions, clearances, consents or other authorizations required under applicable Environmental Laws ("Environmental Approvals") and will, when required under applicable law, be in compliance with all Environmental Approvals required to operate their business as then being conducted; (iii) each of the Security Parties and the Vessel Manager (who is a Security Party or an Affiliate thereof) has not received any notice of any claim, action, cause of action, investigation or demand by any person, entity, enterprise or Governmental Authority, alleging potential liability for, or a requirement to incur, material investigator costs, cleanup costs, response and/or remedial costs (whether incurred by a governmental entity or otherwise), natural resources damages, property damages, personal injuries, attorneys' fees and expenses, or fines or penalties, in each case arising out of, based on or resulting from (1) the presence, or release or threat of release into the environment, of any Materials of Environmental Concern at any location, whether or not owned by such person, or (2) ci...
Environmental Matters and Claims. Except as set forth on Schedule 2(v), (i) each of the Borrower Entities is in compliance with all applicable United States federal, state and local laws, regulations, rules and orders relating to pollution prevention or protection of the environment or exposure to Materials of Environmental Concern (including, without limitation, ambient air, surface water, ground water, navigable waters, waters of the contiguous zone, ocean waters and international waters), including, without limitation, laws, regulations, rules and orders ("Environmental Laws") relating to (1) emissions, discharges, releases or threatened releases of substances defined as "hazardous substances," "hazardous materials," "contaminants," "pollutants," "hazardous wastes" or "toxic substances" in (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act, 42 U.S.C. ? 9601 et seq., (ii) the Hazardous Materials Transportation Act, 49 U.S.C. ? 1801 et seq., (iii) the Resource Conservation and Recovery Act, 42 U.S.C. ? 6901 et seq., (iv) the Federal Water Pollution Control Act, as amended, 33 U.S.C. ? 1251 et seq., (v) the Clean Air Act, 33 U.S.C. ? 7401 et seq., (vi) the Toxic Substances Control Act, 15 U.S.C. ? 2601 et seq. or (vii) the Safe Drinking Water Act, 42 U.S.C. ? 300f et seq. ("collectively, Materials of Environmental Concern"), or (2) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern, all to the extent the failure to comply with Environmental Laws could reasonably be expected to have a Material Adverse Effect; (ii) each of the Borrower Entities has all permits, licenses, approvals, consents or other authorizations required under applicable Environmental Laws ("Environmental Approvals") and is in compliance with all Environmental Approvals required to operate their business as then being conducted, all to the extent the failure to maintain or comply with an Environmental Approval could reasonably be expected to have a Material Adverse Effect; (iii) none of the Borrower Entities has received any notice of any claim, action, cause of action, investigation or demand by any person, entity, enterprise or government, or any political subdivision, intergovernmental body or agency, department or instrumentality thereof, alleging potential liability for, or a requirement to incur, material investigatory costs, cleanup c...
Environmental Matters and Claims. 19 (p) Compliance with ISM Code......................................20 (q) Threatened Withdrawal of DOC or SMC...........................20 (r) Liens.........................................................20 (s) Indebtedness..................................................20 (t) Survival......................................................20
Environmental Matters and Claims. (a) Except as set forth in SCHEDULE 5.21 (i) the Domestic Businesses are in substantial compliance with all applicable Environmental Laws, including, without limitation, laws, regulations, conventions and agreements relating to (1) Materials of Environmental Concern, or (2) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern except where the failure to be in compliance could not reasonably be expected to have a Material Adverse Effect on the Domestic Businesses; (ii) the Domestic Businesses, have all Environmental Approvals and are in compliance with all Environmental Approvals required to operate their business as then being conducted except where the failure to have all such Environmental Approvals or be in compliance could not reasonably be expected to have a Material Adverse Effect on the Domestic Businesses; (iii) To the Knowledge of the Acquiror none of the Domestic Businesses has received any notice of any Environmental Claim (other than Environmental Claims that have been fully and finally adjudicated or otherwise determined and all fines, penalties and other costs, if any, payable by any of the Domestic Businesses in respect thereof have been paid in full or which are fully covered by insurance (including permitted deductibles)); and (iv) to the Knowledge of the Acquiror, there are no circumstances that may prevent or interfere with such full compliance in the future; and (b) except as heretofore disclosed in writing to the Company there is no Environmental Claim pending or threatened against any of the Domestic Businesses and there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge or disposal of any Materials of Environmental Concern, that to the Knowledge of the Acquiror, could form the basis of any Environmental Claim against such persons the adverse disposition of which may result in a Material Adverse Effect on the Domestic Businesses.
Environmental Matters and Claims. 15 (p) Compliance with ISM Code, the ISPS Code and the MTSA.....16 (q) No Threatened Withdrawal of DOC, ISSC or SMC.............16 (r) Liens....................................................16 (s) Debt.....................................................16 (t)
Environmental Matters and Claims. (a) except as heretofore disclosed in writing to the Agents (i) the Borrower, each of its Subsidiaries and their Affiliates will, when required to operate their business as then being conducted, be in compliance with all applicable United States federal and state, local, foreign and international laws, regulations, conventions and agreements relating to pollution prevention or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, navigable waters, waters of the contiguous zone, ocean waters and international waters), including, without limitation, laws, regulations, conventions and agreements relating to (1) emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous materials, oil, hazardous substances, petroleum and petroleum products and by-products ("Materials of Environmental Concern"), or (2) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern ("Environmental Laws");
Environmental Matters and Claims. (i) Each of NRG Xxxxxx Inc. and Xxxxxx Xxxxx is in compliance with all applicable United States federal, state and local laws, regulations, rules and orders relating to pollution prevention or protection of the environment or exposure to Materials of Environ- mental Concern (including, without limitation, ambient air, surface water, ground water, navigable waters, waters of the contiguous zone, ocean waters and international waters), including, without limitation, laws, regulations, rules and orders ("Environmental Laws") relating to (A) emissions, discharges, releases or threatened releases of substances defined as
Environmental Matters and Claims except as heretofore disclosed in Schedule 2, no Security Party is in, or has been notified of, any violation of any Environmental Law, which could have a Material Adverse Effect;
