Environmental Matters; Health and Safety. (a) Each of the Acquired Companies is, and has been since the date that is two (2) years before the date of this Agreement, in compliance in all material respects with all Environmental, Health, and Safety Requirements applicable to its operation of the Business, and to its ownership or use of its assets, including the use of the Leased Real Properties;
(b) None of the Acquired Companies has released Hazardous Substances on or at the Leased Real Properties, or any real property previously owned or leased by the Company or Company Subsidiary. To the Knowledge of Seller, there has not been a release of Hazardous Substances on or at the Leased Real Properties, or any real property previously owned or leased by either of the Acquired Companies, that would result in a material Liability for which the Acquired Companies would be responsible; and
(c) None of the Acquired Companies has received any written notice or claim (nor to the Knowledge of Seller has it received any oral notice or claim) alleging that it has violated any Environmental, Health, and Safety Requirements or that it has any liability or obligation to any Person as a result of the presence or release of any Hazardous Substances, and, to the Knowledge of Seller, there is no basis for any such claim.
(d) Neither of the Acquired Companies is a party to or, to the Knowledge of Seller, affected by any proceedings, investigations, or agreements concerning Environmental, Health, and Safety Requirements or the presence or release of any Hazardous Substances that would result in a material Liability for which either of the Acquired Companies would be responsible.
Environmental Matters; Health and Safety. (a) Except as disclosed in Schedule 6.05, there are no outstanding or, to Sellers' knowledge, threatened actions, claims, proceedings, determinations or judgments by any party, including, but not limited to, any governmental authority or agency, against or involving the Sellers, arising under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601 et. seq. ("CERCLA") or any other federal, state, local or other environmental, health or safety law, regulation, order or requirement. Except as listed in Schedule 6.05, there are no outstanding or to Sellers' knowledge threatened orders, determinations or notices of violation issued by any federal, state, local or other governmental authority administering environmental or health and safety laws in connection with operation of the Ski Areas which have not been complied with or resolved to the satisfaction of such governmental authority.
(b) Except as set forth in Schedule 6.05, Sellers are operating the Ski Areas in compliance with all applicable federal, state, and local environmental or health and safety laws, regulations and ordinances governing the Ski Areas.
Environmental Matters; Health and Safety. (a) There are no outstanding or, to the Seller's knowledge, threatened actions, claims, proceedings, determinations or judgments by any party, including but not limited to any Governmental Authority, against or involving the Company in any manner arising under any national, international, federal, state, local or other environmental, health or safety law, regulation, order or requirement or requiring the remediation or removal of an existing condition, or substance. The Company has not received any notice of, nor is the Seller aware of, any outstanding or threatened orders, determinations or notices of violation issued by any Governmental Authority administering environmental or health and safety laws in connection with ownership of or operation by the Company of the Business which have not been complied with or resolved to the satisfaction of such Governmental Authority.
(b) The Business is being and has been operated in all material respects in compliance with all applicable national, international, federal, state, and local environmental or health and safety laws, regulations and ordinances governing the Company and the Business including, but not limited to, all discharges into or onto the soil and/or the ground or surface water, emissions into the ambient air, and generation, accumulation, labeling, transportation, handling, treatment, storage and disposal of waste material or process by-products (including solid, hazardous or toxic waste or substances, if any) or removal of any existing condition or substance. The Company has complied in all material respects with all notice, record keeping and reporting requirements imposed by any Governmental Authority and any informational requests or demands arising under any national, international, federal, state, local or other environmental or health and safety laws.
(c) The Leased Real Property has been operated by the Company in a manner consistent with the representations of paragraphs (a), (b) and (e) of this Section 3.17.
(d) All real properties formerly owned, leased or rented by the Company for the Business were owned, operated and utilized by the Company consistent with the representations of paragraphs (a), (b) and (e) of this Section 3.17.
(e) The Company has not released, disposed of or caused or permitted the disposal of any Hazardous Substances upon any of the Real Property or any of the real properties from which the Company has conducted its Business. The Company has not, directly or indirectly...
Environmental Matters; Health and Safety. Except as set forth in Schedule 2.18:
(a) Each of the Company Entities is, and since its organization has been, in compliance with all Environmental, Health, and Safety Requirements applicable to such Company Entity, to its operation of the Business, and to its ownership or use of its assets, including the Leased Real Properties;
(b) None of the Company Entities has released Hazardous Substances on or at the Leased Real Properties, or any real property previously owned or leased by any Company Entity. To the Knowledge of the Company, there has not been a release of nor is there a threatened release of Hazardous Substances on or at the Leased Real Properties, or any real property previously owned or leased by any Company Entity;
(c) None of the Company Entities has received any written notice or claim (nor to the Knowledge of the Company has it received any oral notice or claim) alleging that it has violated any Environmental, Health, and Safety Requirements or that it has any liability or obligation to any Person as a result of the presence or release of any Hazardous Substances, and, to the Knowledge of the Company, there is no basis for any such claim; and
(d) None of the Company Entities is a party to or, to the Knowledge of the Company, affected by any proceedings, investigations, or agreements concerning Environmental, Health, and Safety Requirements or the presence or release of any Hazardous Substances.
Environmental Matters; Health and Safety. 6.3.14.1 The Company has no environmental, health, or safety liabilities, meaning for this purposes compensation for damage caused to the environment, for the property of third parties, or for the health of individuals related to the period prior to the Closing Date.
Environmental Matters; Health and Safety. (a) Except as disclosed in Schedule 6.05, there are no outstanding or, to Sellers' knowledge, threatened actions, claims, proceedings, determinations or judgments by any party, including, but not limited to, any governmental authority or agency, against or involving the Sellers, arising under the Clear Air Act, the Federal Water Pollution Control Act of 1972, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Solid Waste Disposal Act, the Resource Conservation and Recovery Act and the Toxic Substances Control Act, and any amendments or extensions of the foregoing statutes, and all other applicable environmental requirements or any other federal, state, local or other environmental, health or safety law, regulation, order or requirement requiring the remediation or removal of an existing condition or substance. Except as listed in Schedule 6.05, there are no outstanding or, to the best of Sellers' knowledge, threatened orders, determinations or notices of violation issued by any federal, state, local or other governmental authority administering environmental or health and safety laws in connection with operation of the Purchased Assets or the Ski Area Business, which have not been complied with or resolved to the satisfaction of such governmental authority.
(b) Except as set forth in Schedule 6.05, the Purchased Assets and the Ski Area Business is in compliance with all applicable federal, state, and local environmental or health and safety laws, regulations and ordinances.
Environmental Matters; Health and Safety. (a) Except as disclosed in Schedule 6.05, to Seller's Knowledge, there are no outstanding or, threatened actions, claims, proceedings, determinations or judgments by any party, including, but not limited to, any governmental authority or agency, against or involving the Seller, arising under the Clear Air Act, the Federal Water Pollution Control Act of 1972, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Solid Waste Disposal Act, the Resource Conservation and Recovery Act and the Toxic Substances Control Act, and any amendments or extensions of the foregoing statutes, and all other applicable environmental requirements or any other federal, state, local or other environmental, health or safety law, regulation, order or requirement, requiring the remediation or removal of an existing environmentally contaminated condition or substance. Except as listed in Schedule 6.05, there are, to the Seller's Knowledge, no outstanding or threatened orders, determinations or notices of violation issued by any federal, state, local or other governmental authority administering environmental or health and safety laws in connection with operation of the Purchased Assets or the Ski Area Business, which have not been complied with or resolved to the satisfaction of such governmental authority.
Environmental Matters; Health and Safety. (a) Except as disclosed in Schedule 6.6, there are no outstanding or, to Seller's knowledge, threatened actions, claims, proceedings, determinations or judgments by any party, including, but not limited to, any governmental authority or agency, against or involving Seller or any Subsidiary, arising under the Clear Air Act, the Federal Water Pollution Control Act of 1972, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Solid Waste Disposal Act, the Resource Conservation and Recovery Act and the Toxic Substances Control Act, and any amendments or extensions of the foregoing statutes, and all other applicable environmental requirements or any other federal, state, local or other environmental, health or safety law, regulation, order or requirement requiring the remediation or removal of an existing condition or substance. Except as disclosed in Schedule 6.6, there are no outstanding or, to the Seller's knowledge, threatened orders, determinations or notices of violation issued by any federal, state, local or other governmental authority administering environmental or health and safety laws in connection with operation of the Purchased Assets or the Business, which have not been complied with or resolved to the satisfaction of such governmental authority.
(b) To the knowledge of the Seller and ASC, there are no pending or threatened proceedings to revoke, modify or limit any license or permit to which the Business is subject, or actions seeking fines or penalties, or to enjoin the Seller and ASC in any way in the operation of the Business.
Environmental Matters; Health and Safety
