Common use of Environmental Matters; Hazardous Materials Clause in Contracts

Environmental Matters; Hazardous Materials. (a) Except with respect to any matters that, either individually or in the aggregate, could not reasonably be expected to result in liability in excess of $2,000,000 or have a Material Adverse Effect, no Loan Party or Subsidiary (a) has failed to comply with any Environmental Law or to obtain, maintain or comply with any License or other approval required under any Environmental Law, (b) knows of any basis for any License or other approval required under any Environmental Law to be revoked, canceled, limited, terminated, modified, appealed or otherwise challenged, (c) has or could reasonably be expected to become subject to any Environmental Liability, (d) has received notice of any claim, complaint, proceeding, investigation or inquiry with respect to any Environmental Liability (and no such claim, complaint, proceeding, investigation or inquiry is pending or, to the knowledge of the Borrowers, is threatened or contemplated) or (e) knows of any facts, events or circumstances that could give rise to any basis for any Environmental Liability of any Loan Party or Subsidiary. (b) Except as disclosed on Schedule 3.14(b): (i) All Farm Project Sites and the other facilities and properties currently or formerly owned, leased or operated by any Loan Party or Subsidiary (the “Properties”) do not contain any Hazardous Materials attributable to such Loan Party’s or Subsidiary’s ownership, lease or operation of the Properties in amounts or concentrations or stored or utilized which (A) constitute or constituted a violation of Environmental Laws, or (B) could reasonably be expected to give rise to any Environmental Liability, in each case, to the extent that such violation could reasonably be expected to give rise, either individually or in the aggregate, to any Environmental Liability in excess of $1,000,000; and (ii) Hazardous Materials have not been transported or disposed of from the Properties (A) in violation of Environmental Law, or (B) in a manner or to a location which could reasonably be expected to give rise, either individually or in the aggregate, to any Environmental Liability in excess of $1,000,000 for the Loan Parties and their Subsidiaries, nor have any Hazardous Materials been generated, treated, stored or disposed of by or on behalf of any Loan Party or Subsidiary at, on or under any of the Properties in violation of Environmental Laws or in a manner that could reasonably be expected to give rise, either individually or in the aggregate, to any Environmental Liability in excess of $1,000,000.

Environmental Matters; Hazardous Materials. (a) Except with respect to any matters that, either individually or in the aggregate, could not reasonably be expected to result in liability in excess of $2,000,000 or have a Material Adverse Effect, There is no Loan Party or Subsidiary (a) has failed to comply with any Environmental Law or to obtain, maintain or comply with any License or other approval required under any Environmental Law, (b) knows of any basis for any License or other approval required under any Environmental Law to be revoked, canceled, limited, terminated, modified, appealed or otherwise challenged, (c) has or could reasonably be expected to become subject to any Environmental Liability, (d) has received notice of any claim, complaint, proceeding, investigation or inquiry with respect to any Environmental Liability (and no such claim, complaint, proceeding, investigation or inquiry is pending or, to the knowledge of Parent’s or the BorrowersObligor’s knowledge, is threatened or contemplated) or (e) knows of any factsthreatened, events or circumstances that could give rise to any basis for and, in the past two years, there has not been, any Environmental Liability of Claim against any Loan Party Group Member or Subsidiary. (b) Except as disclosed on Schedule 3.14(b): (i) All Farm Project Sites and otherwise with respect to the Terminal Storage Facility or any other facilities and real properties currently or other assets now or formerly owned, leased or operated by any Loan Party or Subsidiary Group Member, and no Group Member has received any notice of any such Environmental Claim, and no proceeding has been instituted raising any such Environmental Claim, except, in the case of the Obligor and the other Restricted Subsidiaries, such as could not reasonably be expected to result in a Material Adverse Effect. (b) The Group Members have obtained all material Permits required pursuant to any Environmental Law for the “Properties”) do not contain any Hazardous Materials attributable to such Loan Party’s or Subsidiary’s ownership, lease or operation of the Properties Terminal Storage Facility and all such material Permits are in amounts or concentrations or stored or utilized full force and effect. (c) Neither the Parent nor the Obligor has any knowledge of any facts which (A) constitute or constituted a violation of Environmental Laws, or (B) could would reasonably be expected to give rise to any Environmental LiabilityClaim, public or private, including any violation of Environmental Laws, any Release of Hazardous Materials or any damage to the Environment emanating from, occurring on or in any way related to the Terminal Storage Facility or any other real properties or other assets now or formerly owned, leased or operated by any Group Member, except, in each casethe case of the Obligor and the other Restricted Subsidiaries and their respective real properties and assets, to the extent that such violation as could not reasonably be expected to give rise, either individually or result in the aggregate, to any Environmental Liability in excess of $1,000,000; anda Material Adverse Effect. (iid) No Hazardous Materials have not been used, generated, manufactured, stored, Released, transported or disposed of from the Properties (A) in violation of Environmental Law, or (B) in a manner or to a location which could reasonably be expected to give rise, either individually or in the aggregate, to any Environmental Liability in excess of $1,000,000 for the Loan Parties and their Subsidiaries, nor have treated any Hazardous Materials been generatedeither by any Group Member or on, treated, stored or disposed of by or on behalf of any Loan Party or Subsidiary at, on under or under from the Terminal Storage Facility or any other real properties or other assets now or formerly owned, leased or operated by any Group Member, except, in the case of any of the Properties foregoing, in violation the ordinary course of business and in material compliance with Environmental Laws or and, in the case of the Obligor and the other Restricted Subsidiaries, in a manner that could not reasonably be expected to give rise, either individually or result in the aggregate, to any Environmental Liability in excess of $1,000,000a Material Adverse Effect.

Environmental Matters; Hazardous Materials. (a) Except with respect Neither Borrower nor, to Borrower’s knowledge, any matters that, either individually predecessor in interest thereof is or in the aggregate, could not reasonably be expected to result past has been in liability in excess violation of $2,000,000 or have a Material Adverse Effect, no Loan Party or Subsidiary (a) has failed to comply with any Environmental Law or to obtain, maintain or comply with any License or other approval required under any Environmental Law, (b) knows of any basis for any License or other approval required under any Environmental Law to be revoked, canceled, limited, terminated, modified, appealed or otherwise challenged, (c) has or could reasonably be expected to become subject to any Environmental Liability, (d) has received notice of any claim, complaint, proceeding, investigation or inquiry with respect to any Environmental Liability (and no such claim, complaint, proceeding, investigation or inquiry is pending or, to the knowledge of the Borrowers, is threatened or contemplated) or (e) knows of any facts, events or circumstances that could give rise to any basis for any Environmental Liability of any Loan Party or Subsidiary. (b) Except as disclosed on Schedule 3.14(b): (i) All Farm Project Sites and the other facilities and properties currently or formerly owned, leased or operated by any Loan Party or Subsidiary (the “Properties”) do not contain any Hazardous Materials attributable to such Loan Party’s or Subsidiary’s ownership, lease or operation of the Properties in amounts or concentrations or stored or utilized which (A) constitute or constituted a violation of Environmental Laws, or (B) could reasonably be expected to give rise to any Environmental Liabilitya material liability of Borrower or have a Material Adverse Effect. (b) Except as set forth in Schedule 4.16, in each case(i) neither the Borrower nor, to the extent knowledge of the Borrower, any third party has used, released, discharged, generated, manufactured, produced, stored, or disposed of in, on, under or about the Land, or transported thereto or therefrom, any Hazardous Materials that such violation could reasonably be expected to give rise, either individually subject the Secured Parties to liability or in the aggregate, Borrower to material liability under any Environmental Liability in excess of $1,000,000Hazardous Materials Law; and (ii) Hazardous Materials have not been transported to Borrower’s knowledge, there are no underground tanks, whether operative or disposed of from temporarily or permanently closed, located on the Properties (A) in violation of Environmental Law, or (B) in a manner or to a location Land which could reasonably be expected to give riseresult in material liability of Borrower; (iii) to Borrower’s knowledge, either individually there are no Hazardous Materials used, stored or present at or on the Land in the aggregate, to any Environmental Liability in excess violation of $1,000,000 for the Loan Parties and their Subsidiaries, nor have any Hazardous Materials been generatedLaw which could reasonably be expected to result material liability of Borrower; and (iv) to the knowledge of the Borrower, treatedthere is no condition, stored circumstance, action, activity or disposed of by or on behalf event that could form the basis of any Loan Party violation of, or Subsidiary atany liability to the Secured Parties or any material liability to the Borrower under, on any Hazardous Materials Law. (c) Except as set forth in Schedule 4.16, the Borrower has no knowledge of any existing violations of any Hazardous Materials Laws by any Person relating in any way to the Land which could reasonably be expected to result in material liability of Borrower. (d) Borrower has not received a written notice of any Environmental Claim by any Governmental Authority (including the U.S. Environmental Protection Agency) or under any non- governmental third party with respect to the presence or release of Hazardous Materials in, on, though, from or to the Properties Land or the Projects that could reasonably be expected to result in violation material liability of Environmental Laws Borrower, and does not have knowledge of any condition or in a manner circumstance that could reasonably be expected to give rise, either individually or in the aggregaterise to such notice. (e) There is no Environmental Claim pending or, to any the knowledge of Borrower, threatened in writing with respect to the Projects, the Land or the Borrower, which Environmental Liability in excess Claim could be reasonably expected to give rise to a material liability of $1,000,000Borrower or have a Material Adverse Effect.

Environmental Matters; Hazardous Materials. (a) Except with respect The Borrower has no Knowledge of any Environmental Claim or investigation nor has it received any written notice of any Environmental Claim or investigation, and no proceeding has been instituted raising any Environmental Claim or initiating any investigation against the Borrower or otherwise related to any matters thatReal Property or, either individually to the Knowledge of the Borrower, any real property formerly owned, leased or operated by it, alleging any damage to the Environment or violation of any Environmental Laws, except, in the aggregateeach case, such as could not reasonably be expected to result in liability in excess of $2,000,000 or have a Material Adverse Effect. Except as set forth on Schedule 3.18 or as could not reasonably be expected to, no Loan Party individually or Subsidiary in the aggregate, result in a Material Adverse Effect, (a) the Borrower has failed to comply with any Environmental Law or to obtain, maintain or comply with any License or other approval required under any Environmental Law, (b) knows no Knowledge of any basis for any License or other approval required under any Environmental Law to be revoked, canceled, limited, terminated, modified, appealed or otherwise challenged, (c) has or could reasonably be expected to become subject to any Environmental Liability, (d) has received notice of any claim, complaint, proceeding, investigation or inquiry with respect to any Environmental Liability (and no such claim, complaint, proceeding, investigation or inquiry is pending or, to the knowledge of the Borrowers, is threatened or contemplated) or (e) knows of any facts, events or circumstances facts that could give rise to any basis for any Environmental Liability of any Loan Party or Subsidiary. (b) Except as disclosed on Schedule 3.14(b): (i) All Farm Project Sites and the other facilities and properties currently or formerly owned, leased or operated by any Loan Party or Subsidiary (the “Properties”) do not contain any Hazardous Materials attributable to such Loan Party’s or Subsidiary’s ownership, lease or operation of the Properties in amounts or concentrations or stored or utilized which (A) constitute or constituted a violation of Environmental Laws, or (B) could would reasonably be expected to give rise to any claim, public or private, of violation of Environmental LiabilityLaws or damage to the Environment emanating from, occurring on or in each caseany way related to Real Property or, to the extent that such violation could reasonably be expected to give riseKnowledge of the Borrower, either individually any other real property formerly owned, leased or in the aggregate, to any Environmental Liability in excess of $1,000,000; andoperated by it; (iib) Hazardous Materials have the Borrower has not been transported or disposed of from the Properties (Ai) in violation of Environmental Law, or (B) in a manner or to a location which could reasonably be expected to give rise, either individually or in the aggregate, to any Environmental Liability in excess of $1,000,000 for the Loan Parties and their Subsidiaries, nor have any Hazardous Materials been generated, treated, stored or disposed of any Hazardous Materials on any Real Property or any other real property formerly owned, leased or operated by or on behalf it and (ii) disposed of any Loan Party Hazardous Materials at any other property except in compliance with Environmental Law; (c) the Borrower is not conducting or Subsidiary atfunding any investigation, remediation, remedial action or cleanup of any Hazardous Materials that may be present in the Environment on any Real Property or any other real property; and (d) The Borrower (i) is in compliance with applicable Environmental Laws and (ii) has obtained all Permits required under any Environmental Laws for the current stage of construction or operation of the Properties Project and the Separately Financed Facilities. The representations and warranties set forth in violation of this Section 3.18 shall constitute the sole and exclusive representations and warranties in this Agreement that address matters related to or arising under Environmental Laws or in a manner that could reasonably be expected to give rise, either individually or in the aggregate, to any Environmental Liability in excess of $1,000,000Laws.

Environmental Matters; Hazardous Materials. (a) Except with respect to any matters that, either individually or in the aggregate, could not reasonably be expected to result in liability in excess of $2,000,000 or have a Material Adverse Effect, There is no Loan Party or Subsidiary (a) has failed to comply with any Environmental Law or to obtain, maintain or comply with any License or other approval required under any Environmental Law, (b) knows of any basis for any License or other approval required under any Environmental Law to be revoked, canceled, limited, terminated, modified, appealed or otherwise challenged, (c) has or could reasonably be expected to become subject to any Environmental Liability, (d) has received notice of any claim, complaint, proceeding, investigation or inquiry with respect to any Environmental Liability (and no such claim, complaint, proceeding, investigation or inquiry is pending or, to the knowledge of Parent’s or the BorrowersBorrower’s knowledge, is threatened or contemplated) or (e) knows of any factsthreatened, events or circumstances that could give rise to any basis for and, in the past two years, there has not been, any Environmental Liability of Claim against any Loan Party Group Member or Subsidiary. (b) Except as disclosed on Schedule 3.14(b): (i) All Farm Project Sites and otherwise with respect to the Terminal Storage Facility or any other facilities and real properties currently or other assets now or formerly owned, leased or operated by any Loan Party or Subsidiary Group Member, and no Group Member has received any notice of any such Environmental Claim, and no proceeding has been instituted raising any such Environmental Claim, except, in the case of the Borrower and the other Restricted Subsidiaries, such as could not reasonably be expected to result in a Material Adverse Effect. (b) The Group Members have obtained all material Permits required pursuant to any Environmental Law for the “Properties”) do not contain any Hazardous Materials attributable to such Loan Party’s or Subsidiary’s ownership, lease or operation of the Properties Terminal Storage Facility and all such material Permits are in amounts or concentrations or stored or utilized full force and effect. (c) Neither the Parent nor the Borrower has any knowledge of any facts which (A) constitute or constituted a violation of Environmental Laws, or (B) could would reasonably be expected to give rise to any Environmental LiabilityClaim, public or private, including any violation of Environmental Laws, any Release of Hazardous Materials or any damage to the Environment emanating from, occurring on or in any way related to the Terminal Storage Facility or any other real properties or other assets now or formerly owned, leased or operated by any Group Member, except, in each casethe case of the Borrower and the other Restricted Subsidiaries and their respective real properties and assets, to the extent that such violation as could not reasonably be expected to give rise, either individually or result in the aggregate, to any Environmental Liability in excess of $1,000,000; anda Material Adverse Effect. (iid) No Hazardous Materials have not been used, generated, manufactured, stored, Released, transported or disposed of from the Properties (A) in violation of Environmental Law, or (B) in a manner or to a location which could reasonably be expected to give rise, either individually or in the aggregate, to any Environmental Liability in excess of $1,000,000 for the Loan Parties and their Subsidiaries, nor have treated any Hazardous Materials been generatedeither by any Group Member or on, treated, stored or disposed of by or on behalf of any Loan Party or Subsidiary at, on under or under from the Terminal Storage Facility or any other real properties or other assets now or formerly owned, leased or operated by any Group Member, except, in the case of any of the Properties foregoing, in violation the ordinary course of business and in material compliance with Environmental Laws or and, in the case of the Borrower and the other Restricted Subsidiaries, in a manner that could not reasonably be expected to give rise, either individually or result in the aggregate, to any Environmental Liability in excess of $1,000,000a Material Adverse Effect.

Environmental Matters; Hazardous Materials. (a) Except with respect Neither Borrower nor, to Borrower’s knowledge, any matters that, either individually predecessor in interest thereof is or in the aggregate, could not reasonably be expected to result past has been in liability in excess violation of $2,000,000 or have a Material Adverse Effect, no Loan Party or Subsidiary (a) has failed to comply with any Environmental Law or to obtain, maintain or comply with any License or other approval required under any Environmental Law, (b) knows of any basis for any License or other approval required under any Environmental Law to be revoked, canceled, limited, terminated, modified, appealed or otherwise challenged, (c) has or could reasonably be expected to become subject to any Environmental Liability, (d) has received notice of any claim, complaint, proceeding, investigation or inquiry with respect to any Environmental Liability (and no such claim, complaint, proceeding, investigation or inquiry is pending or, to the knowledge of the Borrowers, is threatened or contemplated) or (e) knows of any facts, events or circumstances that could give rise to any basis for any Environmental Liability of any Loan Party or Subsidiary. (b) Except as disclosed on Schedule 3.14(b): (i) All Farm Project Sites and the other facilities and properties currently or formerly owned, leased or operated by any Loan Party or Subsidiary (the “Properties”) do not contain any Hazardous Materials attributable to such Loan Party’s or Subsidiary’s ownership, lease or operation of the Properties in amounts or concentrations or stored or utilized which (A) constitute or constituted a violation of Environmental Laws, or (B) could reasonably be expected to give rise to any Environmental Liabilitya material liability of Borrower or have a Material Adverse Effect. (b) Except as set forth in Schedule 4.16, in each case(i) neither the Borrower nor, to the extent knowledge of the Borrower, any third party has used, released, discharged, generated, manufactured, produced, stored, or disposed of in, on, under or about the Land, or transported thereto or therefrom, any Hazardous Materials that such violation could reasonably be expected to give rise, either individually subject the Secured Parties to liability or in the aggregate, Borrower to material liability under any Environmental Liability in excess of $1,000,000Hazardous Materials Law; and (ii) Hazardous Materials have not been transported to Borrower’s knowledge, there are no underground tanks, whether operative or disposed of from temporarily or permanently closed, located on the Properties (A) in violation of Environmental Law, or (B) in a manner or to a location Land which could reasonably be expected to give riseresult in material liability of Borrower; (iii) to Borrower’s knowledge, either individually there are no Hazardous Materials used, stored or present at or on the Land in the aggregate, to any Environmental Liability in excess violation of $1,000,000 for the Loan Parties and their Subsidiaries, nor have any Hazardous Materials been generatedLaw which could reasonably be expected to result material liability of Borrower; and (iv) to the knowledge of the Borrower, treatedthere is no condition, stored circumstance, action, activity or disposed of by or on behalf event that could form the basis of any Loan Party violation of, or Subsidiary atany liability to the Secured Parties or any material liability to the Borrower under, on any Hazardous Materials Law. (c) Except as set forth in Schedule 4.16, the Borrower has no knowledge of any existing violations of any Hazardous Materials Laws by any Person relating in any way to the Land which could reasonably be expected to result in material liability of Borrower. (d) Borrower has not received a written notice of any Environmental Claim by any Governmental Authority (including the U.S. Environmental Protection Agency) or under any non-governmental third party with respect to the presence or release of Hazardous Materials in, on, though, from or to the Properties Land or the Projects that could reasonably be expected to result in violation material liability of Environmental Laws Borrower, and does not have knowledge of any condition or in a manner circumstance that could reasonably be expected to give rise, either individually or in the aggregaterise to such notice. (e) There is no Environmental Claim pending or, to any the knowledge of Borrower, threatened in writing with respect to the Projects, the Land or the Borrower, which Environmental Liability in excess Claim could be reasonably expected to give rise to a material liability of $1,000,000Borrower or have a Material Adverse Effect.