Common use of Environmental Matters Clause in Contracts

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 10 contracts

Samples: Credit Agreement (Funko, Inc.), Credit Agreement (Funko, Inc.), Credit Agreement (Funko, Inc.)

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Environmental Matters. Except as set forth on Schedule 6.01(r)6.01(q) hereto, (i) the operations no Loan Party or any of its Subsidiaries is in violation of any Environmental Law, (ii) each Loan Party are and each of its Subsidiaries has, and is in compliance with with, all Environmental LawsPermits for its respective operations and businesses, except as to the extent any failure to have or be in compliance therewith could not reasonably be expected to have a Material Adverse Effectresult in any adverse consequence to any Loan Party (other than immaterial consequences) or any Secured Party; (iiiii) there has been no Release at or threatened Release of Hazardous Materials on, in, at, under or from any of the properties owned currently or formerly owned, leased or operated by any Loan Party Party, its Subsidiaries or a respective predecessor in interest, interest or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Party, its Subsidiaries or any respective predecessor in interest interest, which in any case of the foregoing could reasonably be expected to have a Material Adverse Effectresult in any adverse consequence to any Loan Party (other than immaterial consequences) or any Secured Party; (iiiiv) there are no pending or threatened Environmental Claims against, or Environmental Liability of, any Loan Party, its Subsidiaries or any respective predecessor in interest that could reasonably be expected to result in any adverse consequence to any Loan Party (other than immaterial consequences) or any Secured Party; (v) neither any Loan Party nor any of its Subsidiaries is performing or responsible for any Remedial Action has been asserted against that could reasonably be expected to result in any adverse consequence to any Loan Party (other than immaterial consequences) or any Secured Party; and (vi) the Loan Parties have made available to the Collateral Agent and Lenders true and complete copies of all material environmental reports, audits and investigations in the possession or control of any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, its Subsidiaries with respect to the knowledge operations and business of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effectits Subsidiaries.

Appears in 9 contracts

Samples: Possession Financing Agreement (AgileThought, Inc.), Financing Agreement (AgileThought, Inc.), Financing Agreement (AgileThought, Inc.)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance with all Environmental Laws, except as could to matters that would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; : (iia) no Environmental Claim has been received by any Loan Party or Material Subsidiary, and there are no Environmental Claims pending or, to any Loan Party’s knowledge, threatened, in each case relating to any Loan Party or Material Subsidiary or their respective properties or the Mortgaged Vessel, (b) each Loan Party and Material Subsidiary is in compliance with Environmental Laws, (c) each Loan Party and Material Subsidiary has all permits, licenses and other approvals required under Environmental Laws for its operations as currently conducted (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits, (d) no Hazardous Material is located at, on or under any property currently or, to any Loan Party’s knowledge, formerly owned, operated or leased by any Loan Party or Material Subsidiary or their predecessors that would reasonably be expected to give rise to any Environmental Liability, and no Hazardous Material has been generated, used, treated, stored, handled, controlled, transported to or Released at, on, from, to or under any location or the Mortgaged Vessel in a manner that would reasonably be expected to give rise to any Environmental Liability, (e) there are no agreements in which any Loan Party or Material Subsidiary has expressly assumed or undertaken responsibility for any known or reasonably likely Environmental Liability of any other person, and (f) there has been no Release at written environmental assessment or audit conducted since January 1, 2013 (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of any Loan Party or Material Subsidiary of the Mortgaged Vessel or properties currently or, to any Loan Party’s knowledge, formerly owned or operated leased by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action Subsidiary that has not been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, made available to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report Administrative Agent prior to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse EffectClosing Date.

Appears in 6 contracts

Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) Each of the operations of Credit Parties and each Loan Party are Subsidiary is in compliance with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws, except as to the extent that the aggregate effect of all non-compliances could not reasonably be expected to have a Material Adverse Effect; . There are no pending or, to the best knowledge of any Credit Party or any Subsidiary after due inquiry, threatened Environmental Claims, including any such claims (iiregardless of materiality) there has been no Release at for liabilities under CERCLA relating to the disposal of Hazardous Materials, against any of the properties Credit Party or any Subsidiary or any real property, including leaseholds, owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by itSubsidiary, except for such licenses, permits and approvals claims as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except . Except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, there are no facts, circumstances, conditions or occurrences on any real property, including leaseholds, owned or operated by any Credit Party or any Subsidiary that, to the best knowledge of any Credit Party or any Subsidiary after due inquiry, could reasonably be expected (i) to form the basis of an Environmental Claim against any Credit Party or any Subsidiary or any such real property, or (ii) to cause any such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property by any Credit Party or any Subsidiary under any applicable Environmental Law. Hazardous Materials have not been Released on or from any real property, including leaseholds, owned or operated by any Credit Party or any Subsidiary where such Release, individually, or when combined with other Releases, in the aggregate, may reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Assignment and Assumption (McBc Holdings, Inc.), Credit and Guaranty Agreement (McBc Holdings, Inc.), Credit and Guaranty Agreement (McBc Holdings, Inc.)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r)3.17, as of the Closing Date: (i) to the operations knowledge of each Loan Borrower, the Real Estate is free of contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $500,000; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $500,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $500,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $500,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (ivvi) there is no Litigation arising under or related to any Environmental Actions have Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $500,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (vii) as of the Closing Date, no notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a "potentially responsible party" or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any as of the Closing Date, the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 5 contracts

Samples: Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r), (a) The Borrower shall at its sole expense: (i) the comply, and shall cause its Properties and operations of and each other Loan Party are in compliance and each other Loan Party’s Properties and operations to comply, with all applicable Environmental Laws, except as the violation of which could not be reasonably be expected to have a Material Adverse Effect; (ii) there has been no not Release at or threaten to Release, and shall cause each Subsidiary not to Release or threaten to Release, any Hazardous Material on, under, about or from any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Borrower’s or any predecessor other Loan Party’s Properties or any other property offsite the Property to the extent caused by the Borrower’s or any other Loan Party’s operations except in interest compliance with applicable Environmental Laws, the Release or threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) no timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all material Environmental Action has been asserted against any Loan Party Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or any predecessor in interest nor does any other Loan Party have knowledge Party’s Properties, which failure to obtain or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which file could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any promptly commence and diligently prosecute to completion, and shall cause each other Loan Party to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future Release or threatened Release of any Hazardous Material on, under, about or from any of the Borrower’s or any predecessor in interest other Loan Party’s Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) no property now orconduct, and cause each other Loan Party to conduct, its operations and businesses in a prudent manner relative to the knowledge exposure of any Property or Person to Hazardous Materials that could reasonably be expected to form the Loan Parties as of the Effective Date, formerly owned basis for a claim for damages or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Materialcompensation; and (vi) no establish and implement, and shall cause each other Loan Party has failed to report establish and implement, such procedures as may be necessary to continuously determine and assure that the proper Governmental Authority any Release Borrower’s and each other Loan Party’s obligations under this Section 8.10(a) are timely and fully satisfied, which is required failure to be so reported by any Environmental Laws which establish and implement could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Memorial Resource Development Corp.), Credit Agreement (Memorial Resource Development Corp.), Credit Agreement (Memorial Resource Development LLC)

Environmental Matters. Except as set forth on Schedule 6.01(r6.01(q), (i) the operations of each Loan Party are in compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse EffectLaws in all material respects; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or or, to the knowledge of the Loan Parties, at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which in either case could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which in either case could reasonably be expected to have a Material Adverse Effect; (iv) to the knowledge of the Loan Parties, no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification from any Governmental Authority pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, made subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Financing Agreement (Xponential Fitness, Inc.), Financing Agreement (Xponential Fitness, Inc.), Financing Agreement (Xponential Fitness, Inc.)

Environmental Matters. Except as set forth on Schedule 6.01(rNo Credit Party nor any of its Subsidiaries nor any of their respective current Facilities (solely during and with respect to Person’s ownership thereof) or operations, and to their knowledge, no former Facilities (solely during and with respect to any Credit Party or its Subsidiary’s ownership thereof), (i) the operations of each Loan Party is or are in compliance subject to any outstanding order, ongoing consent decree or settlement agreement with all any Person relating to any Environmental LawsLaw, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interestEnvironmental Claim, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Activity that, individually or any predecessor in interest which the aggregate, could reasonably be expected to have a Material Adverse Effect; (iiib) no Credit Party nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Action has Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (c) to each Credit Party’s and its Subsidiaries’ knowledge after due inquiry, there are no, and have been asserted no, Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against any Loan such Credit Party or any predecessor of its Subsidiaries that, individually or in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which the aggregate, could reasonably be expected to have a Material Adverse Effect; (ivd) no Environmental Actions have been asserted against Credit Party nor any facilities that may have received Hazardous Materials generated by of its Subsidiaries has filed any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility (solely during and with respect to such Credit Party or its Subsidiary’s ownership thereof), and neither the Borrower’s nor any of its Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any equivalent state rule defining hazardous waste. Compliance by the Credit Parties and their respective Subsidiaries with all current requirements pursuant to or under Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not be reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any workhave, repairsindividually or in the aggregate, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust), Credit Agreement (Healthpeak Properties, Inc.)

Environmental Matters. Except as set forth on Schedule 6.01(r6.01(q), (i) the operations of each Loan Party are in compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse EffectLaws in all material respects; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the any Loan Parties as of the Effective DateParty, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s 's failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Alj Regional Holdings Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r)3.12, (ia) the operations of each Loan Credit Party and each Subsidiary of each Credit Party are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, in the aggregate, would not have a reasonable likelihood of resulting in Material Environmental Liabilities to any Credit Party or any Subsidiary of any Credit Party, (b) no Credit Party and no Subsidiary of any Credit Party is party to, and no Credit Party and no Subsidiary of any Credit Party and no real property currently (or to the knowledge of any Credit Party previously) owned, leased, subleased, operated or otherwise occupied by or for any such Person is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Credit Party, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice relating in any manner to any Environmental Law other than those that, in the aggregate, are not reasonably likely to result in Material Environmental Liabilities to any Credit Party or any Subsidiary of any Credit Party, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Credit Party or any Subsidiary of any Credit Party and, to the knowledge of any Credit Party, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property, (d) no Credit Party and no Subsidiary of any Credit Party has caused or suffered to occur a Release of Hazardous Materials at, to or from any real property of any such Person and each such real property is free of contamination by any Hazardous Materials except as for such Release or contamination that could not reasonably be expected to have a result, in the aggregate, in Material Adverse Effect; Environmental Liabilities to any Credit Party or any Subsidiary of any Credit Party, (e) no Credit Party and no Subsidiary of any Credit Party (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations or (ii) there has been no Release at knows of any facts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under the properties owned Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.) or operated by similar Environmental Laws, that, in the aggregate, would have a reasonable likelihood of resulting in Material Environmental Liabilities to any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice Subsidiary of any threatened or pending Environmental Action against any Loan Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; and (ivf) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan each Credit Party has been used as a treatment made available to Agent copies of all existing environmental reports, reviews and audits and all documents pertaining to actual or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any potential Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each casecase to the extent such reports, except as could not reasonably be expected to have a Material Adverse Effectreviews, audits and documents are in their possession, custody or control.

Appears in 4 contracts

Samples: Credit Agreement (Cryolife Inc), Credit Agreement (Cryolife Inc), Credit Agreement (Cryolife Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r), (ia) the operations of each Loan Neither any Credit Party are in compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at nor any of the properties owned their respective Subsidiaries nor any of their respective current Facilities or operated by operations, and to each Credit Party’s knowledge, no former Facilities, are subject to any Loan Party outstanding order, consent decree or a predecessor in interestsettlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Activity that, individually or any predecessor in interest which the aggregate, could reasonably be expected to have a Material Adverse Effect; (iiib) no neither any Credit Party nor any of their respective Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Action has Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (c) there are no, and to each Credit Party’s knowledge have not been asserted any, Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against any Loan such Credit Party or any predecessor of its Subsidiaries that, individually or in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which the aggregate, could reasonably be expected to have a Material Adverse Effect; (ivd) no Environmental Actions have been asserted against neither any facilities that may have received Hazardous Materials generated by Credit Party nor any Loan Party or of their respective Subsidiaries has filed any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required notice under any Environmental Laws in connection with the operation Law indicating past or present treatment of the business carried on by itHazardous Materials at any Facility, except for such licenses, permits and approvals as to which a Loan neither any Credit Party’s failure nor any of their respective Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any equivalent state rule defining hazardous waste. Compliance with all current requirements pursuant to maintain or comply with under Environmental Laws could not be reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any workhave, repairsindividually or in the aggregate, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Ebix Inc), Credit Agreement (Ebix Inc), Credit Agreement (Ebix Inc)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations of each Loan Party Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to exceed $100,000; (ii) the Credit Parties have a Material Adverse Effectobtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000, and all such Environmental Permits are valid, uncontested and in good standing; (iii) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $100,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (iv) there is no Litigation arising under or related to any Environmental Actions have been asserted against Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $25,000 or injunctive relief against, or that alleges criminal misconduct by, any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse EffectCredit Party; (v) no property now ornotice has been received by any Credit Party identifying it as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment “potentially responsible party” under CERCLA or disposal site for any Hazardous Materialanalogous state statutes; and (vi) no Loan Party has failed the Credit Parties have provided to report Agent copies of all existing environmental reports, reviews and audits and all written information pertaining to the proper Governmental Authority any Release which is required to be so reported by any actual or potential Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 4 contracts

Samples: Credit Agreement (Navarre Corp /Mn/), Fourth Amended (Navarre Corp /Mn/), Credit Agreement (Navarre Corp /Mn/)

Environmental Matters. Except as set forth on in Schedule 6.01(r), 5.09 (ia) the operations of each Loan Party Parties and their Subsidiaries are in compliance with all Environmental Laws, except as could to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) have not reasonably be expected to had or will not have a Material Adverse Effect; (iib) there has been no Release at any all licenses, permits, registrations or approvals required for the conduct of the properties owned business of the Loan Parties and any Subsidiary under any Environmental Law have been secured and the applicable Borrower, Guarantor or operated by any Loan Party Subsidiary is in compliance therewith, except for such licenses, permits, registrations or a predecessor in interest, approvals the failure to secure or at any disposal to comply therewith has not had or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to will not have a Material Adverse Effect; (iiic) no Environmental Action has been asserted against neither any Loan Party nor any Subsidiary has received notice, or otherwise knows, that it is in any predecessor respect in interest nor does noncompliance with, breach of or default under any Loan Party have knowledge applicable writ, order, judgment, injunction, or notice of any threatened or pending Environmental Action against any decree to which such Loan Party or any predecessor in interest which could reasonably be expected to have such Subsidiary is a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities party or that may have received Hazardous Materials generated by any would affect the ability of such Loan Party or such Subsidiary to operate any predecessor in interest which could reasonably be expected to have a Material Adverse Effectof its property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder; (vd) there are no property now or, claims under any Environmental Laws (“Environmental Claim”) pending or to the knowledge of the Loan Parties as of the Effective Dateany Borrower, formerly owned threatened which have had or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could are reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected likely to have a Material Adverse Effect; and (viiie) there are no facts, circumstances, conditions or occurrences on any property now or at any time owned, leased or operated by any Loan Party has received or any written notification pursuant Subsidiary or on any property adjacent to any such property that could reasonably be expected: (i) to form the basis of any Environmental Laws that Claim against any Loan Party or any Subsidiary or any property of any Loan Party or any Subsidiary; or (Aii) any work, repairs, construction or Capital Expenditures are required to cause such property to be made as a condition subject to any restrictions on the ownership, occupancy, use or transferability of continued compliance with such property under any Environmental LawsLaw, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, except in each such case, except as could such Environmental Claims or restrictions that individually or in the aggregate have not reasonably be expected to had and will not have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Allied Motion Technologies Inc), Credit Agreement (Allied Motion Technologies Inc), Credit Agreement (Allied Motion Technologies Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance in all material respects with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s 's failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Financing Agreement (Motorcar Parts America Inc), Financing Agreement (Motorcar Parts America Inc), Financing Agreement (Motorcar Parts America Inc)

Environmental Matters. Except as set forth on disclosed in Schedule 6.01(r)3.16, (ia) the operations of each all facilities and property owned or leased by a Loan Party are have been and continue to be, owned or leased and operated by such Loan Party in material compliance with all Environmental Laws; (b) there has not been (during the period of such Loan Party’s ownership or lease) any Release of Hazardous Materials at, on, under or from any property now (or, to such Loan Party’s knowledge, previously) owned or leased by such Loan Party (i) that required, or may reasonably be expected to require, such Loan Party to expend funds on remediation or cleanup activities pursuant to any Environmental Law except for remediation or clean-up activities that would not be reasonably expected to have a Material Adverse Effect, or (ii) that otherwise, singly or in the aggregate, has, or may reasonably be expected to have, a Material Adverse Effect; (c) each Loan Party has been issued and is in material compliance with all permits, certificates, approvals, orders, licenses and other authorizations relating to environmental matters necessary for the conduct of its businesses; (d) there are no polychlorinated biphenyls (PCB’s) or asbestos-containing materials or surface impoundments in any of the facilities now (or, to the knowledge of such Loan Party, previously) owned or leased by such Loan Party, except as could for PCB’s and asbestos-containing materials of the type and in quantities that, to the knowledge of such Loan Party, do not currently require remediation, and if remediation of such PCB’s and asbestos-containing materials is hereafter required for any reason, such remediation activities would not reasonably be expected to have a Material Adverse Effect; (iie) there has Hazardous Materials have not been no Release at generated, used, treated, recycled, stored or disposed of at, on, under or from any of the properties owned facilities or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now (or, to the knowledge of the such Loan Parties as of the Effective DateParty, formerly previously) owned or operated leased by a such Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to during the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation time of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain ownership or comply with could not lease of such property that may require remediation or clean-up activities that would be reasonably be expected to have a Material Adverse Effect; and (viiif) no all underground storage tanks located on the property now (or, to the knowledge of such Loan Party, previously) owned or leased by such Loan Party has received any written notification pursuant have been (and to any Environmental Laws that (Athe extent currently owned or leased are) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued operated in material compliance with any all applicable Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Southern Union Co), Credit Agreement (Southern Union Co)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse EffectLaws in all material respects; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or or, to the knowledge of the Loan Parties, at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could in either case would reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could in either case would reasonably be expected to have a Material Adverse Effect; (iv) to the knowledge of the Loan Parties, no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could would reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could would reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification from any Governmental Authority pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, made subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Boxlight Corp), Credit Agreement (Boxlight Corp), Credit Agreement (Boxlight Corp)

Environmental Matters. (a) Except as set forth on Schedule 6.01(r)in SCHEDULE 3.15, as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that could not reasonably be expected to materially adversely impact the value or marketability of such Real Estate and that could not reasonably be expected to result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $100,000 in the aggregate; (ii) no Credit Party and no Subsidiary of a Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of their Real Estate where such Release could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) the Credit Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except as for such noncompliance that could not reasonably be expected to have a Material Adverse Effectresult in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $100,000 in the aggregate; (iiiv) there has been no Release at any the Credit Parties and their Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits could not reasonably be expected to result in Environmental Liabilities of the properties owned Credit Parties or operated by their Subsidiaries in excess of $100,000 in the aggregate, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Credit Party and no Subsidiary of a Credit Party is involved in operations or knows of any Loan facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of such Credit Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Subsidiary which could reasonably be expected to have be in excess of $100,000 in the aggregate, and no Credit Party or Subsidiary of a Material Adverse EffectCredit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (iiivi) there is no Litigation arising under or related to any Environmental Action has been asserted against Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $100,000 in the aggregate or injunctive relief against, or that alleges criminal misconduct by any Loan Credit Party or any predecessor in interest nor does Subsidiary of a Credit Party; (vii) no notice has been received by any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Credit Party or any predecessor in interest which could reasonably be expected to have Subsidiary of a Material Adverse Effect; (iv) no Environmental Actions have been asserted against Credit Party identifying any facilities that may have received Hazardous Materials generated by any Loan Party of them as a "potentially responsible party" or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as Credit Parties, there are no facts, circumstances or conditions that may result in any of the Effective Date, formerly owned Credit Parties or operated by a Loan Party has been used their Subsidiaries being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case in possession of the Credit Parties relating to have a Material Adverse Effectany of the Credit Parties or their Subsidiaries.

Appears in 4 contracts

Samples: Credit Agreement (RadNet, Inc.), Credit Agreement (RadNet, Inc.), Credit Agreement (Primedex Health Systems Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r)for such matters that, (i) individually or in the operations of each Loan Party aggregate, are in compliance with all Environmental Laws, except as could not reasonably be expected likely to have a Parent Material Adverse Effect: (a) Parent and the Parent Subsidiaries have all environmental permits which are necessary to enable them to conduct their businesses as they are currently being conducted without violating any Environmental Law, and Parent and the Parent Subsidiaries have complied with all their environmental permits and with all applicable Environmental Laws; (iib) there has been no Release at any of the properties currently owned or operated by Parent or any Loan Party Parent Subsidiary (including soils, groundwater, surface water, buildings or a predecessor in interestother structures) do not contain and, to Parent's knowledge, have not previously contained any Hazardous Substances; (c) the properties formerly owned or operated by Parent or any Parent Subsidiary did not contain any Hazardous Substances at any disposal time during the period of ownership or treatment facility which received operation by Parent or the Parent Subsidiary; (d) neither Parent nor any Parent Subsidiary has disposed of any Hazardous Materials generated by Substance on any Loan Party or any predecessor in interest third party property which could reasonably be expected to have a Material Adverse Effectresult in any liability under Environmental Law; (iiie) no Environmental Action neither Parent nor any Parent Subsidiary has been asserted against released any Loan Party Hazardous Substance from any property owned or operated by any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest them which could reasonably be expected to have a Material Adverse Effectresult in any liability under Environmental Law; (ivf) no Environmental Actions have been asserted against neither Parent nor any facilities Parent Subsidiary has received any written notice, demand, letter, claim or request for information alleging that may have received Hazardous Materials generated by any Loan Party Parent or any predecessor Parent Subsidiary may be in interest violation of or liable under any Environmental Law; (g) neither Parent nor any Parent Subsidiary is a party to any orders, decrees, injunctions or agreements with any Governmental Entity or is a party to any indemnity or other agreement with any third party which is expected to result in liability on Parent or any Parent Subsidiary under any Environmental Law; (h) there are no circumstances, conditions or activities involving Parent or any Parent Subsidiary that could reasonably be expected to have a Material Adverse Effect; (v) no result in any liability or costs to Parent or any Parent Subsidiary or any restrictions on the ownership, use or transfer of any property now or, owned by Parent or a Parent Subsidiary pursuant to any Environmental Law; and (i) to the knowledge of the Loan Parties as Parent, none of the Effective Date, formerly properties now owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, Parent or any license, permit or approval issued pursuant thereto or (B) Parent Subsidiary contains any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effectunderground storage tanks.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Beazer Homes Usa Inc), Agreement and Plan of Merger (Beazer Homes Usa Inc), Agreement and Plan of Merger (Crossmann Communities Inc)

Environmental Matters. Except as set forth on in Schedule 6.01(r)3.12 and except where any failures to comply would not reasonably be expected to result in, either individually or in the aggregate, Material Environmental Liabilities to Credit Parties and their Restricted Subsidiaries, (ia) the operations of each Loan Credit Party and each Restricted Subsidiary of each Credit Party are and have been in compliance compliance, in all material respects, with all applicable Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated including obtaining, maintaining and complying with all Permits required by any Loan applicable Environmental Law, (b) no Credit Party and no Restricted Subsidiary of any Credit Party is party to, and no Real Estate currently (or a predecessor in interestto the knowledge of any Credit Party previously) owned, leased, subleased, operated or at otherwise occupied by the Credit Parties and their Restricted Subsidiaries is subject to or the subject of, any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Contractual Obligation or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; pending (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as any Credit Party, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of the Effective Dateviolation or of potential liability or similar notice relating in any manner to any Environmental Law, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vic) no Loan Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any Property of any Credit Party has failed to report or any Restricted Subsidiary of any Credit Party and, to the proper Governmental Authority knowledge of any Release which is required to be so reported by any Environmental Laws which Credit Party, no facts, circumstances or conditions exist that could reasonably be expected to have a Material Adverse Effect; result in any such Lien attaching to any such Property, (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viiid) no Loan Credit Party and no Restricted Subsidiary of any Credit Party has received caused or suffered to occur a Release or, to the knowledge of such Credit Party or Restricted Subsidiary, any written notification pursuant threatened Release of Hazardous Materials at, to or from any Environmental Laws that (A) any work, repairs, construction Real Estate in violation of or Capital Expenditures are required to be made as a condition of continued compliance with any requiring reporting under Environmental Laws, (e) other than Borrowers’ raw materials or products which are stored or produced thereon in compliance in all material respects with Environmental Laws, no Real Estate currently (or to the knowledge of any licenseCredit Party previously) owned, permit leased, subleased, operated or approval issued pursuant thereto otherwise occupied by or for any such Credit Party and each Restricted Subsidiary of each Credit Party is contaminated with or contains Hazardous Materials in amounts or concentrations which could be reasonably expected to give rise to liability under Environmental Laws, and (f) no Credit Party and no Restricted Subsidiary of any Credit Party (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations in violation of any Environmental Law in any material respect or (Bii) knows of any licensefacts, permit circumstances or approval referred conditions reasonably constituting notice of a violation of any Environmental Law or communicating to above is about to be reviewedany Credit Party or Restricted Subsidiary notice of liability or potential liability under the Comprehensive Environmental Response, made, subject to limitations Compensation and Liability Act (42 U.S.C. § 9601 et seq.) or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effectsimilar Environmental Laws.

Appears in 3 contracts

Samples: Credit Agreement (Rentech Nitrogen Partners, L.P.), Credit Agreement (Rentech Nitrogen Partners, L.P.), Credit Agreement (Rentech Nitrogen Partners, L.P.)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of With respect to each Loan Party and its Subsidiaries, (a) the business, operations, assets and property of such Loan Party and its Subsidiaries are in compliance with all Environmental Laws, Laws except as could not reasonably be expected (either individually or in the aggregate) to have result in material Environmental Liabilities and Costs to a Material Adverse EffectLoan Party or its Subsidiaries; (iib) there has been no Release by a Loan Party, its Subsidiaries or their respective Agents or contractors or, to the knowledge of each Loan Party, any other Person at any of the properties owned or operated operated, or, to the knowledge of each Loan Party, formerly owned and operated, by any Loan Party or its Subsidiaries or a predecessor in interest, or or, to the knowledge of each Loan Party, at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Party, its Subsidiaries or any predecessor in interest which could in either case except as would not reasonably be expected (either individually or in the aggregate) to have result in material Environmental Liabilities and Costs to a Material Adverse EffectLoan Party or its Subsidiaries; (iiic) no Environmental Action that is pending or unresolved has been asserted against any Loan Party or any of its Subsidiaries or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any of its Subsidiaries or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectinterest; (ivd) to the knowledge of each Loan Party, no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or its Subsidiaries or any predecessor in interest which could in either case except as would not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effectresult in material Environmental Liabilities and Costs; (ve) no property now orowned, or to the knowledge of the each Loan Parties as of the Effective DateParty, now leased or formerly owned or operated leased by a Loan Party or any of its Subsidiaries has been used as a treatment for the generation, treatment, storage, transportation, handling or disposal site for any Hazardous MaterialMaterial in a manner which violates the Environmental Laws in any material respect or has resulted in or would reasonably be expected to result in a material Environmental Action, material Environmental Liabilities and Costs, or a material obligation to conduct a Remedial Action, in each case, asserted against a Loan Party or its Subsidiary; (vif) no Loan Party or any of its Subsidiaries has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could except as would not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effectresult in material Environmental Liabilities and Costs; (viig) each Loan Party and its Subsidiaries holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws Permits in connection with the operation of the business carried on by it, except for such licenses, permits and approvals Environmental Permits as to which a Loan Party’s failure to maintain or comply with could would not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effectresult in material Environmental Liabilities and Costs; and (viiih) no Loan Party nor any of its Subsidiaries has received any written notification pursuant to any Environmental Laws that (Ai) any work, repairs, construction or Capital Expenditures capital expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto Environmental Permit or (Bii) any license, permit or approval Environmental Permit referred to above is about to be reviewed, made, made subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could would not reasonably (either individually or in the aggregate) be expected to result in material Environmental Liabilities and Costs, (i) there are no Environmental Liens asserted against any property owned or, to the knowledge of such Loan Party, operated by any Loan Party or any Subsidiaries, and (j) to the knowledge of any Loan Party, there are no facts or circumstances that would reasonably be expected to have result in Environmental Liabilities and Cost or require a Material Adverse Effectmaterial capital expenditure to comply with Environmental Laws.

Appears in 3 contracts

Samples: Senior Secured Term Loan Agreement (Cresco Labs Inc.), Senior Secured Term Loan Agreement (Cresco Labs Inc.), Senior Secured Term Loan Agreement (Cresco Labs Inc.)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have result in a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have result in a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have result in a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated occupied by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority the occurrence of any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have result in a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have result in a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, made subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Financing Agreement (Progressive Gaming International Corp), Financing Agreement (Dice Holdings, Inc.), Financing Agreement (Mattress Holding Corp.)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance with all Environmental Laws, except as could to matters that would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; : (iia) no Environmental Claim has been received by any Loan Party or Material Subsidiary, and there are no Environmental Claims pending or, to any Loan Party’s knowledge, threatened, in each case relating to any Loan Party or Material Subsidiary or their respective properties or the Mortgaged Vessels, (b) each Loan Party and Material Subsidiary is in compliance with Environmental Laws, (c) each Loan Party and Material Subsidiary has all permits, licenses and other approvals required under Environmental Laws for its operations as currently conducted (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits, (d) no Hazardous Material is located at, on or under any property currently or, to any Loan Party’s knowledge, formerly owned, operated or leased by any Loan Party or Material Subsidiary or their predecessors that would reasonably be expected to give rise to any Environmental Liability, and no Hazardous Material has been generated, used, treated, stored, handled, controlled, transported to or Released at, on, from, to or under any location or any Mortgaged Vessel in a manner that would reasonably be expected to give rise to any Environmental Liability, (e) there are no agreements in which any Loan Party or Material Subsidiary has expressly assumed or undertaken responsibility for any known or reasonably likely Environmental Liability of any other person, and (f) there has been no Release at written environmental assessment or audit conducted since January 1, 2013 (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of any Loan Party or Material Subsidiary of any of the Mortgaged Vessels or properties currently or, to any Loan Party’s knowledge, formerly owned or operated leased by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action Subsidiary that has not been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, made available to the knowledge of Administrative Agent prior to the Loan Parties as of the Restatement Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)

Environmental Matters. Except as set forth on in Schedule 6.01(r)4.15, as of the Closing Date: (i) the operations of each Loan Party Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except for such noncompliance that would not reasonably be expected to result in Environmental Liabilities of the Loan Parties or their Subsidiaries in excess of $1,000,000 in the aggregate; (ii) the Loan Parties and their Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits could not reasonably be expected to have a Material Adverse Effectresult in Environmental Liabilities of the Loan Parties or their Subsidiaries in excess of $1,000,000 in the aggregate, and all such Environmental Permits are valid, uncontested and in good standing; (iiiii) there has been no Release at Loan Party and no Subsidiary of a Loan Party is involved in operations under Environmental Laws or knows of any facts, circumstances or conditions under Environmental Laws, including any Releases of the properties owned or operated by Hazardous Materials, that are likely to result in any Environmental Liabilities of such Loan Party or Subsidiary which could reasonably be expected to be in excess of $1,000,000 in the aggregate, and no Loan Party or Subsidiary of a predecessor Loan Party has permitted any current or former tenant or occupant of the Real Estate to engage in interestany such operations; (iv) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $1,000,000 in the aggregate or injunctive relief against, or at any disposal or treatment facility which received Hazardous Materials generated that alleges criminal misconduct by any Loan Party or any predecessor in interest which could reasonably be expected to have Subsidiary of a Material Adverse EffectLoan Party; and (iiiv) no Environmental Action notice has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have Subsidiary of a Material Adverse Effect; (v) no property now orLoan Party identifying any of them as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateParties, formerly owned there are no facts, circumstances or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could conditions that would reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is result in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain Parties or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made their Subsidiaries being identified as a condition of continued compliance with any Environmental Laws, “potentially responsible party” under CERCLA or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effectanalogous state statutes.

Appears in 3 contracts

Samples: Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp)

Environmental Matters. Except as set forth on Schedule 6.01(r6.01(q), (i) the operations of each Loan Party are in material compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a legal predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any legal predecessor in interest which could in either case would reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest interest, nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could interest, which, in either case, would reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could in either case would reasonably be expected to have a Material Adverse Effectbe material to the Loan Parties; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous MaterialMaterial in a manner which violates Environmental Laws in any material respect or has resulted in or would reasonably be expected to result in an Environmental Action, Environmental Liabilities and Costs, or an obligation on the part of any Loan Party or any of its Subsidiaries to conduct a Remedial Action, in each case which would reasonably be expected to have a Material Adverse Effect; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could would reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s 's failure to maintain or comply with could would not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification by any Governmental Authority pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance to continue to comply with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could would not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Gannett Co., Inc.), First Lien Credit Agreement (Gannett Co., Inc.), Credit Agreement (Gannett Co., Inc.)

Environmental Matters. Except as set forth on Schedule 6.01(r)3.12, (ia) the operations of each Loan Credit Party and each Subsidiary of each Credit Party are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, in the aggregate, would not have a reasonable likelihood of resulting in Material Environmental Liabilities to any Credit Party or any Subsidiary of any Credit Party, (b) no Credit Party and, to the knowledge of any Credit Party, no Subsidiary of any Credit Party is party to, and no Credit Party and no Subsidiary of any Credit Party and no real property currently owned, leased or subleased by any Credit Party is subject to or the subject of, any pending (or, to the knowledge of any Credit Party, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability under any Environmental Law other than those that, in the aggregate, are not reasonably likely to result in Material Environmental Liabilities to any Credit Party or any Subsidiary of any Credit Party, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any owned property of any Credit Party or any Subsidiary of any Credit Party and, to the knowledge of any Credit Party, no facts, circumstances or conditions currently exist that could reasonably be expected to result in any such Lien attaching to any such owned property, (d) no Credit Party and no Subsidiary of any Credit Party has caused or suffered to occur a Release of Hazardous Materials at, to or from any real property of any such Credit Party or Subsidiary of any Credit Party at concentrations exceeding those allowed by Environmental Laws and each such real property is free of contamination by any Hazardous Materials except as for such Release or contamination that could not reasonably be expected to have result, in the aggregate, in Material Environmental Liabilities to any Credit Party or any Subsidiary of any Credit Party in a Material Adverse Effect; fiscal year, (e) no Credit Party and no Subsidiary of any Credit Party (i) is or has been engaged in, or has knowingly permitted any current or former tenant to engage in, operations or (ii) there has been no Release at knows of any existing conditions, including receipt of any information request or notice of potential responsibility under the properties owned Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.) or operated by similar Environmental Laws, that, in the aggregate, would have a reasonable likelihood of resulting in Material Environmental Liabilities to any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice Subsidiary of any threatened or pending Environmental Action against any Loan Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; and (ivf) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan each Credit Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed made available to report Agent copies of all existing environmental reports, reviews and audits and all material, non-privileged documents pertaining to the proper Governmental Authority any Release which is required to be so reported by any material Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each casecase to the extent such reports, except as could not reasonably be expected to have a Material Adverse Effectreviews, audits and documents are in their possession, custody or control.

Appears in 3 contracts

Samples: Credit Agreement (Banctec Inc), Credit Agreement (Banctec Inc), Credit Agreement (Banctec Inc)

Environmental Matters. Except as set forth on Schedule 6.01(rNo Credit Party nor any of its Subsidiaries nor any of their respective current Facilities (solely during and with respect to such Person’s ownership thereof) or operations, and to their knowledge, no former Facilities (solely during and with respect to any Credit Party’s or its Subsidiary’s ownership thereof), (i) the operations of each Loan Party are in compliance subject to any outstanding order, consent decree or settlement agreement with all any Person relating to any Environmental LawsLaw, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interestEnvironmental Claim, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Activity that, individually or any predecessor in interest which the aggregate, could reasonably be expected to have a Material Adverse Effect; (iiib) no Credit Party nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Action has been asserted Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (c) there are and, to each Credit Party’s and its Subsidiaries’ knowledge, have been, no Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against any Loan such Credit Party or any predecessor of its Subsidiaries that, individually or in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which the aggregate, could reasonably be expected to have a Material Adverse Effect; (ivd) no Environmental Actions have been asserted against Credit Party nor any facilities that may have received Hazardous Materials generated by of its Subsidiaries has filed any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required notice under any Environmental Laws in connection Law indicating past or present treatment of Hazardous Materials at any Facility (solely during and with the operation of the business carried on by it, except for respect to such licenses, permits and approvals as to which a Loan Credit Party’s failure or its Subsidiary’s ownership thereof), and neither the Borrower’s nor any of its Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any equivalent state rule defining hazardous waste. Compliance with all current requirements pursuant to maintain or comply with under Environmental Laws could not be reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any workhave, repairsindividually or in the aggregate, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Computer Programs & Systems Inc), Credit Agreement (Computer Programs & Systems Inc), Credit Agreement (Computer Programs & Systems Inc)

Environmental Matters. Except as set forth on specifically disclosed in Schedule 6.01(r)5.14 attached hereto, (i) the properties and operations of such Credit Party and each Loan Party are of its Subsidiaries comply in compliance all material respects with all applicable Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any none of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan operations of such Credit Party or any predecessor in interest which could reasonably be expected of its Subsidiaries is subject to have a Material Adverse Effectany judicial or administrative proceeding alleging the violation of any Environmental Law; (iii) no Environmental Action has been asserted against any Loan none of the properties or operations of such Credit Party or any predecessor in interest nor does any Loan Party have knowledge or notice of its Subsidiaries is the subject of any threatened federal or pending Environmental Action against state investigation concerning any Loan Party use or release of any predecessor in interest which could reasonably be expected to have a Material Adverse EffectHazardous Substance; (iv) no Environmental Actions have been asserted against neither such Credit Party nor any facilities that may have received Hazardous Materials generated by of its Subsidiaries, nor, to the best knowledge of such Credit Party, any Loan predecessor of such Credit Party or any predecessor in interest which could reasonably be expected to have of its Subsidiaries, has filed any notice under any federal or state law indicating past or present treatment, storage or disposal of a Material Adverse EffectHazardous Substance or reporting a spill or release of a Hazardous Substance into the environment; (v) no property now or, to the knowledge neither such Credit Party nor any of the Loan Parties as its Subsidiaries has any contingent liability in connection with any release of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous MaterialSubstance into the environment and no such release which could, under applicable law, require remediation has occurred; (vi) no Loan Party has failed to report to neither such Credit Party's nor any of its Subsidiaries' operations involve the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effectgeneration, transportation, treatment, storage or disposal of Hazardous Substances, except for the generation of Hazardous Substances in the ordinary course of business, and except for such activities carried out through licensed independent contractors; (vii) each Loan neither such Credit Party holds and is in compliance with all licensesnor any of its Subsidiaries has disposed of any Hazardous Substance in, permits and approvals required under on or about any Environmental Laws in connection with premises owned, leased or used by such Credit Party or any of its Subsidiaries and, to the operation best of the business carried on by itknowledge of such Credit Party, except for such licensesneither has any lessee, permits and approvals as to which a Loan Party’s failure to maintain prior owner, or comply with could not reasonably be expected to have a Material Adverse Effectother Person; and (viii) no Loan surface impoundments or, to the best of such Credit Party, underground storage tanks are located in, on or about any of the premises owned, leased or used by such Credit Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effectof its Subsidiaries.

Appears in 3 contracts

Samples: Credit Agreement (Gentle Dental Service Corp), Credit Agreement (Gentle Dental Service Corp), Credit Agreement (Gentle Dental Service Corp)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations of each Loan Party Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to exceed $100,000; (ii) the Credit Parties have a Material Adverse Effectobtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000, and all such Environmental Permits are valid, uncontested and in good standing; (iii) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $100,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (iv) there is no Litigation arising under or related to any Environmental Actions have been asserted against Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $25,000 or injunctive relief against, or that alleges criminal misconduct by, any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse EffectCredit Party; (v) no property now ornotice has been received by any Credit Party identifying it as a "potentially responsible party" or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Materialanalogous state statutes; and (vi) no Loan Party has failed the Credit Parties have provided to report Agent copies of all existing environmental reports, reviews and audits and all written information pertaining to the proper Governmental Authority any Release which is required to be so reported by any actual or potential Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 3 contracts

Samples: Credit Agreement (Navarre Corp /Mn/), Credit Agreement (Navarre Corp /Mn/), Credit Agreement (Navarre Corp /Mn/)

Environmental Matters. Except as set forth on disclosed in Schedule 6.01(r)3.17, (ia) the operations of each all facilities and property owned or leased by a Loan Party are have been and continue to be, owned or leased and operated by such Loan Party in material compliance with all Environmental Laws; (b) there has not been (during the period of such Loan Party’s ownership or lease) any Release of Hazardous Materials at, on, under or from any property now (or, to such Loan Party’s knowledge, previously) owned or leased by such Loan Party (i) that required, or may reasonably be expected to require, such Loan Party to expend funds on remediation or cleanup activities pursuant to any Environmental Law except for remediation or clean-up activities that would not be reasonably expected to have a Material Adverse Effect, or (ii) that otherwise, singly or in the aggregate, has, or may reasonably be expected to have, a Material Adverse Effect; (c) each Loan Party has been issued and is in material compliance with all permits, certificates, approvals, orders, licenses and other authorizations relating to environmental matters necessary for the conduct of its businesses; (d) there are no polychlorinated biphenyls (PCB’s) or asbestos-containing materials or surface impoundments in any of the facilities now (or, to the knowledge of such Loan Party, previously) owned or leased by such Loan Party, except as could for PCB’s and asbestos-containing materials of the type and in quantities that, to the knowledge of such Loan Party, do not currently require remediation, and if remediation of such PCB’s and asbestos-containing materials is hereafter required for any reason, such remediation activities would not reasonably be expected to have a Material Adverse Effect; (iie) there has Hazardous Materials have not been no Release at generated, used, treated, recycled, stored or disposed of at, on, under or from any of the properties owned facilities or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now (or, to the knowledge of the such Loan Parties as of the Effective DateParty, formerly previously) owned or operated leased by a such Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to during the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation time of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain ownership or comply with could not lease of such property that may require remediation or clean-up activities that would be reasonably be expected to have a Material Adverse Effect; and (viiif) no all underground storage tanks located on the property now (or, to the knowledge of such Loan Party, previously) owned or leased by such Loan Party has received any written notification pursuant have been (and to any Environmental Laws that (Athe extent currently owned or leased are) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued operated in material compliance with any all applicable Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Southern Union Co), Credit Agreement (Southern Union Co)

Environmental Matters. Except as set forth on Schedule 6.01(r6.01(q), (i) the operations of each Loan Party are in compliance in all material respects with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or or, to the knowledge of any Loan Party, a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or or, to the knowledge of any Loan Party, any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) to the knowledge of any Loan Party, no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous MaterialMaterial for which such Loan Party could reasonably be expected to be liable under Environmental Laws; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s 's failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Financing Agreement (Cherokee Inc), Financing Agreement (Cherokee Inc), Financing Agreement (Cherokee Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r)6.01(q) hereto, (i) the operations no Loan Party or any of its Subsidiaries is in violation of any Environmental Law, (ii) each Loan Party are and each of its Subsidiaries has, and is in compliance with with, all Environmental LawsPermits for its respective operations and businesses, except as to the extent any failure to have or be in compliance therewith could not reasonably be expected to have a Material Adverse Effect; (iiiii) there has been no Release at or threatened Release of Hazardous Materials on, in, at, under or from any of the properties owned currently or formerly owned, leased or operated by any Loan Party Party, its Subsidiaries or a respective predecessor in interest, interest or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Party, its Subsidiaries or any respective predecessor in interest interest, which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against in any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice case of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which the foregoing could reasonably be expected to have a Material Adverse Effect; (iv) there are no pending or threatened Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by Claims against, or Environmental Liability of, any Loan Party Party, its Subsidiaries or any respective predecessor in interest which that could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a neither any Loan Party has been used as a treatment nor any of its Subsidiaries is performing or disposal site responsible for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which Remedial Action that could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viiivi) no the Loan Parties have made available to the Collateral Agent and Lenders true and complete copies of all material environmental reports, audits and investigations in the possession or control of any Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred of its Subsidiaries with respect to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effectthe operations and business of the Loan Parties and its Subsidiaries.

Appears in 3 contracts

Samples: Financing Agreement (Unique Logistics International, Inc.), Financing Agreement (OptimizeRx Corp), Financing Agreement (Unique Logistics International, Inc.)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations Real Estate is free of contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $250,000; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate that would result in Environmental Liabilities that could reasonably be expected to exceed $250,000; (iii) each Loan Credit Party are is and has been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $250,000; (iiiiv) no each Credit Party has obtained, and is in compliance with, all Environmental Action has been asserted against any Loan Party Permits required by Environmental Laws for the operations of its businesses as presently conducted or any predecessor as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which Liabilities that could reasonably be expected to have a Material Adverse Effectexceed $250,000, and all such Environmental Permits are valid, uncontested and in good standing; (ivv) no Credit Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Actions have been asserted against any facilities Liabilities of Borrower that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $250,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (vvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $100,000 or injunctive relief, or which alleges criminal misconduct by any Credit Party, (vii) no property now ornotice has been received by any Credit Party identifying it as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective Dateany Credit Party, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment “potentially responsible party” under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all material existing environmental reports, reviews and audits and all material written notification pursuant information in their possession pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectthe Credit Parties.

Appears in 3 contracts

Samples: Credit Agreement (H&E Equipment Services, Inc.), Credit Agreement (H&E Equipment Services, Inc.), Credit Agreement (H&E Equipment Services, Inc.)

Environmental Matters. Except as set forth on in Schedule 6.01(r)4.17, as of the Effective Date, (i) the operations Real Estate is free of each contamination from any Hazardous Material except for such contamination that would not result in Environmental Liabilities which would reasonably be expected to result in a Material Adverse Effect; (ii) no Loan Party and no Restricted Subsidiary of a Loan Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate which would result in Environmental Liabilities which would reasonably be expected to result in a Material Adverse Effect; (iii) the Loan Parties and their Restricted Subsidiaries are and have been in compliance with all Environmental Laws, except as could for such noncompliance which would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no the Loan Parties and their Restricted Subsidiaries have obtained, maintained and are in compliance with, all Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated Permits required by any Loan Party Environmental Laws for the operations of their respective businesses as presently conducted or any predecessor as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in interest Environmental Liabilities which could would reasonably be expected to have result in a Material Adverse Effect; (v) no property now or, to the knowledge Loan Party and no Restricted Subsidiary of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could involved in operations that would reasonably be expected to have result in a Material Adverse Effect; (viivi) each the Loan Party holds Parties’ and is in their Restricted Subsidiaries’ estimated costs of compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation and Environmental Permits for each of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could two Fiscal Years following the Effective Date would not reasonably be expected to have result in a Material Adverse Effect; and (viiivii) no notice has been received by any Loan Party has received or any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made of its Restricted Subsidiaries identifying it as a condition of continued compliance with any Environmental “potentially responsible party” or requesting information under CERCLA or analogous Laws, and to the knowledge of the Loan Parties, there are no facts, circumstances or conditions that would reasonably be expected to result in any Loan Party or any license, permit Restricted Subsidiary of a Loan Party being identified as a “potentially responsible party” under CERCLA or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, analogous Laws except in each case, except as could case under this clause (vii) those that would not reasonably be expected to have result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.), Credit and Guaranty Agreement (RadNet, Inc.)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) 5.19 to the operations of each Loan Party are in compliance with all Environmental Laws, except as could Disclosure Letter and would not reasonably be expected to have a Material Adverse Effect, to the Knowledge of the Loan Parties: (a) each Loan Party and its respective business, operations, properties and assets are in compliance with, and no Loan Party has any liability under, any applicable Environmental Law; (iib) each Loan Party has obtained (or applied for, with a reasonable likelihood of obtaining) all Environmental Permits required for the conduct of its respective business and operations and the ownership, operation and use of its respective properties and assets under Environmental Laws, and all such Environmental Permits are valid and in good standing; (c) there has been no Release at or threatened Release of Hazardous Material on, at, under or from any properties or assets presently or formerly owned, leased or operated by such Loan Party or its respective predecessors in interest that would reasonably be expected to result in liability to such Loan Party under any applicable Environmental Law; (d) there is no Environmental Claim pending or threatened against such Loan Party or relating to the properties or assets currently or formerly owned, leased or operated by such Loan Party or its predecessors in interest or relating to the operations of such Loan Party, and there are no actions, activities, circumstances, conditions, events or incidents that would reasonably be expected to form the basis of such an Environmental Claim; (e) no Person with an indemnity or contribution obligation to any Loan Party relating to compliance with or liability under any Environmental Law is in default with respect to such obligation; and (f) no Loan Party is obligated to perform any action or otherwise incur any expense under any Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Loan Party is conducting or financing any Response pursuant to any Environmental Law or has refused or failed to conduct or finance any Response required by Environmental Law. To the Knowledge of the Loan Parties, no properties owned or assets owned, operated or leased by any Loan Party and no properties or a predecessor in interestassets formerly owned, operated or at any disposal or treatment facility which received Hazardous Materials generated leased by any such Loan Party or any predecessor of its respective predecessors in interest which could reasonably be expected is listed or proposed for listing on the National Priorities List promulgated pursuant to have a Material Adverse Effect; (iii) no CERCLA, listed on the Comprehensive Environmental Action Response, Compensation and Liability Information System promulgated pursuant to CERCLA or included on any similar list maintained by any Governmental Authority, including any such list relating to petroleum. No Lien has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now recorded or, to the knowledge Knowledge of the Loan Parties as of the Effective DateParties, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is threatened in compliance with all licenses, permits and approvals required writing under any Environmental Laws in connection Law with the operation respect to any properties or assets of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Roivant Sciences Ltd.), Credit Agreement (Roivant Sciences Ltd.)

Environmental Matters. (a) Except as set forth on in Schedule 6.01(r)5.13, as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that could not reasonably be expected to adversely impact the value or marketability of such Real Estate and that could not reasonably be expected to result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $100,000 in the aggregate; (ii) no Credit Party and no Subsidiary of a Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of their Real Estate; (iii) the Credit Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except as for such noncompliance that could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any result in Environmental Liabilities of the properties owned Credit Parties or operated by any Loan Party or a predecessor their Subsidiaries in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor excess of $100,000 in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectthe aggregate; (iv) no the Credit Parties and their Subsidiaries have obtained, and are in compliance with, all Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated Permits required by any Loan Party Environmental Laws for the operations of their respective businesses as presently conducted or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required proposed to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by itconducted, except for such licenses, permits and approvals as to which a Loan Party’s where the failure to maintain so obtain or comply with such Environmental Permits could not reasonably be expected to have result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $100,000 in the aggregate, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Credit Party and no Subsidiary of a Credit Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of such Credit Party or Subsidiary that could reasonably be expected to be in excess of $100,000 in the aggregate, and no Credit Party or Subsidiary of a Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (vi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material Adverse Effectthat seeks damages, penalties, fines, costs or expenses in excess of $500,000 in the aggregate or injunctive relief against, or that alleges criminal misconduct by any Credit Party or any Subsidiary of a Credit Party; (vii) no notice has been received by any Credit Party or any Subsidiary of a Credit Party identifying any of them as a "potentially responsible party" or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Credit Parties, there are no facts, circumstances or conditions (other than disposals of waste in the ordinary course of business by licensed waste handlers) that could reasonable be expected to result in any of the Credit Parties or their Subsidiaries being identified as a "potentially responsible party" under CERCLA or analogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany of the Credit Parties or their Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Osullivan Industries Holdings Inc), Credit Agreement (Osullivan Industries Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r)5.01(q) or as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of any Loan Party: (i) the operations of each Loan Party are in material compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a its predecessor in interest, or at any disposal or treatment facility which that received Hazardous Materials generated by any Loan Party or any predecessor of their predecessors in interest which could reasonably be expected to have a Material Adverse Effectinterest; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor of their predecessors in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor of their predecessors in interest which could reasonably be expected to have a Material Adverse Effectinterest; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor of their predecessors in interest which could reasonably be expected to have a Material Adverse Effectinterest; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which that is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse EffectLaws; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a an Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made in respect of or as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Financing Agreement (Delek US Holdings, Inc.), Financing Agreement (Delek US Holdings, Inc.)

Environmental Matters. Except as set forth on Schedule 6.01(r), (a) The Borrower shall at its sole expense: (i) the comply, and shall cause its Properties and operations of and each other Loan Party are in compliance and each other Loan Party’s Properties and operations to comply, with all applicable Environmental Laws, except as the violation of which could not be reasonably be expected to have a Material Adverse Effect; (ii) there has been no not Release at or threaten to Release, and shall cause each Subsidiary not to Release or threaten to Release, any Hazardous Material on, under, about or from any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Borrower’s or any predecessor other Loan Party’s Properties or any other property offsite the Property to the extent caused by the Borrower’s or any other Loan Party’s operations except in interest compliance with applicable Environmental Laws, the Release or threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) no timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all material Environmental Action has been asserted against any Loan Party Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or any predecessor in interest nor does any other Loan Party have knowledge Party’s Properties, which failure to obtain or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which file could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against promptly commence and diligently prosecute to completion, and shall cause each other Loan Party to promptly commence and diligently prosecute to completion, any facilities that may have received Hazardous Materials generated assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary by any Loan Party under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future Release or threatened Release of any Hazardous Material on, under, about or from any of the Borrower’s or any predecessor in interest other Loan Party’s Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) no property now orconduct, and cause each other Loan Party to conduct, its operations and businesses in a prudent manner relative to the knowledge exposure of any Property or Person to Hazardous Materials that could reasonably be expected to form the Loan Parties as of the Effective Date, formerly owned basis for a material claim for damages or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Materialcompensation; and (vi) no establish and implement, and shall cause each other Loan Party has failed to report establish and implement, such procedures as may be necessary to continuously determine and assure that the proper Governmental Authority any Release Borrower’s and each other Loan Party’s obligations under this Section 8.10(a) are timely and fully satisfied, which is required failure to be so reported by any Environmental Laws which establish and implement could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (WildHorse Resource Development Corp), Credit Agreement (WildHorse Resource Development Corp)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the ------------------------- Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $100,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $100,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $100,000 or injunctive relief, or that alleges criminal misconduct by any Credit Party; (vii) no Environmental Actions have notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a "potentially responsible party" or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 2 contracts

Samples: Credit Agreement (Icon Health & Fitness Inc), Credit Agreement (Icon Health & Fitness Inc)

Environmental Matters. Except To the best of each Loan Party's knowledge, except as set forth on in Schedule 6.01(r)6.01(P) hereto, (i) the operations of each such Loan Party are comply in compliance all material respects with all Environmental Lawsapplicable Environmental, except as could not reasonably be expected to have a Material Adverse EffectHealth or Safety Requirements of Law; (ii) there has been no Release at any of the properties owned or operated by any such Loan Party or a predecessor has obtained all material environmental, health and safety Permits necessary for its operations, and all such Permits are in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any effect and such Loan Party or any predecessor is in interest which could reasonably be expected to have a Material Adverse Effectmaterial compliance with all terms and conditions of such Permits; (iii) no Environmental Action has been asserted against any Loan Party nor its operations is subject to any order from or agreement with any predecessor in interest nor does Governmental Authority or private party respecting any Loan Party have knowledge Environmental, Health or notice Safety Requirements of any threatened Law or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectrequiring Remedial Action; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party nor its operations is subject to any Liabilities and Costs arising from the Release or any predecessor in interest which could reasonably be expected to have threatened Release of a Material Adverse EffectContaminant into the environment; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment filed any notice under any Requirement of Law indicating treatment, storage or disposal site for of a hazardous waste, as that term is defined under 40 CFR Part 261 or any Hazardous Materialapplicable state equivalent; (vi) no Loan Party has failed to report to filed any notice under applicable Requirement of Law reporting a Release of a Contaminant into the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effectenvironment; (vii) each there is not on or in the Real Property of any such Loan Party holds and nor has there been under such Loan Party's ownership or occupancy of such Real Property: (A) any treatment, storage or disposal of any hazardous waste, as that term is defined under 40 CFR Part 261 or any applicable state equivalent, by such Loan Party, except in material compliance with all licensesEnvironmental, permits and approvals required under Health or Safety Requirements of Law, (B) any Environmental Laws underground storage tanks or surface impoundments, (C) any asbestos-containing material, or (D) any polychlorinated biphenyls (PCB's) used in connection with the operation of the business carried on by ithydraulic oils, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain electrical transformers or comply with could not reasonably be expected to have a Material Adverse Effectother equipment; and (viii) no Loan Party has received any written notification notice or Claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; (ix) no Loan Party's present Property or the Loan Party's past Property is listed or proposed for listing on the National Priorities List pursuant to any CERCLA ("NPL") or on the Comprehensive Environmental Laws that Response Compensation Liability Information System List (A"CERCLIS") any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or similar state list of sites requiring Remedial Action; and (Bx) no Environmental Lien has attached to any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse EffectProperty of any Loan Party.

Appears in 2 contracts

Samples: Credit Agreement (General Inspection Laboratories Inc), Credit Agreement (General Inspection Laboratories Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r6.01(q), (i) the operations of each Loan Party are in material compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a legal predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any legal predecessor in interest which could in either case would reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest interest, nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could interest, which, in either case, would reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could in either case would reasonably be expected to have a Material Adverse Effectbe material to the Loan Parties; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous MaterialMaterial in a manner which violates Environmental Laws in any material respect or has resulted in or would reasonably be expected to result in an Environmental Action, Environmental Liabilities and Costs, or an obligation on the part of any Loan Party or any of its Subsidiaries to conduct a Remedial Action, in each case which would reasonably be expected to have a Material Adverse Effect; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could would reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could would not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification by any Governmental Authority pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance to continue to comply with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could would not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Gannett Co., Inc.), Credit Agreement (Gannett Co., Inc.)

Environmental Matters. Except as set forth on Schedule 6.01(r5.01(r), (i) the operations of each Loan Party are in material compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Financing Agreement (Ahl Services Inc), Financing Agreement (Gordon Biersch Brewery Restaurant Group, Inc.)

Environmental Matters. (a) Except as set forth on in Schedule 6.01(r)3.15, as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (ii) no Credit Party and no Subsidiary of a Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of their Real Estate where such Release could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) the Credit Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except as for such noncompliance that could not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; (iiiv) the Credit Parties and their Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Credit Party and no Subsidiary of a Credit Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of such Credit Party or Subsidiary which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and no Credit Party or Subsidiary of a Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (vi) there has been is no Release at Litigation arising under or related to any of Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses that, either individually or in the properties owned or operated by any Loan Party or a predecessor in interestaggregate, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against Effect or which seeks injunctive relief against, or that alleges criminal misconduct by any Loan Credit Party or any predecessor in interest nor does Subsidiary of a Credit Party; (vii) no notice has been received by any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Credit Party or any predecessor in interest which could reasonably be expected to have Subsidiary of a Material Adverse Effect; (iv) no Environmental Actions have been asserted against Credit Party identifying any facilities that may have received Hazardous Materials generated by any Loan Party of them as a “potentially responsible party” or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as Credit Parties, there are no facts, circumstances or conditions that may result in any of the Effective Date, formerly owned Credit Parties or operated by a Loan Party has been used their Subsidiaries being identified as a treatment “potentially responsible party” under CERCLA or disposal site analogous state statutes except for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with notices that could not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each casecase in possession of the Credit Parties relating to any of the Credit Parties or their Subsidiaries other than any such reports, except as reviews, audits or information pertaining to actual or potential Environmental Liabilities that could not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000; (ii) no Credit Party has caused or suffered to occur any material Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $100,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $100,000; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $100,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (vii) no Environmental Actions have notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a "potentially responsible party" or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have made available to Agent copies of all existing material environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potentially material Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 2 contracts

Samples: Credit Agreement (Thermadyne Holdings Corp /De), Credit Agreement (Thermadyne Holdings Corp /De)

Environmental Matters. Except as set forth on Schedule 6.01(r7.01(r), (i) the operations of each Loan Party are in material compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Financing Agreement (Oglebay Norton Co /Ohio/), Financing Agreement (Oglebay Norton Co /Ohio/)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $200,000; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate in violation of Environmental Laws and Environmental Permits; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $200,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $200,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $200,000, and no Credit Party has consented to any current or former tenant or occupant of the Real Estate engaging in any such operations; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $200,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (vii) no Environmental Actions have notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a "potentially responsible party" or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 2 contracts

Samples: Credit Agreement (Standard Motor Products Inc), Credit Agreement (Standard Motor Products Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r)6.01(q) hereto, (i) the operations of each no Loan Party are or any of its Subsidiaries is in violation of any Environmental Law except where any such non-compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) each Loan Party and each of its Subsidiaries has, and is in compliance with, all Environmental Permits for its respective operations and businesses, except to the extent any failure to have or be in compliance therewith could not reasonably be expected to have a Material Adverse Effect; (iii) there has been no Release at or threatened Release of Hazardous Materials on, in, at, under or from any properties currently or to the knowledge of the properties owned Borrower formerly owned, leased or operated by any Loan Party Party, its Subsidiaries or a respective predecessor in interest, interest or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or Party, its Subsidiaries or, to the knowledge of the Borrower, any respective predecessor in interest interest, which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against in any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice case of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which the foregoing could reasonably be expected to have a Material Adverse Effect; (iv) there are no pending or threatened Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by Claims against, or Environmental Liability of, any Loan Party or Party, its Subsidiaries or, to the knowledge of the Borrower, any respective predecessor in interest which that could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a neither any Loan Party has been used as a treatment nor any of its Subsidiaries is performing or disposal site responsible for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which Remedial Action that could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viiivi) no the Loan Parties have made available to the Collateral Agent and Lenders true and complete copies of all material environmental reports, audits and investigations in the possession or control of any Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred of its Subsidiaries with respect to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effectthe operations and business of the Loan Parties and its Subsidiaries.

Appears in 2 contracts

Samples: Financing Agreement (Beachbody Company, Inc.), Financing Agreement (Beachbody Company, Inc.)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000; (ii) no Credit Party has caused or suffered to occur any material Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $100,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $100,000; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $100,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (vii) no Environmental Actions have notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a “potentially responsible party” or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state or foreign statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment “potentially responsible party” under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain analogous state or comply with could not reasonably be expected to have a Material Adverse Effectforeign statutes; and (viii) no Loan Party has received any the Credit Parties have made available to Agent copies of all existing material environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potentially material Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 2 contracts

Samples: Credit Agreement (Thermadyne Holdings Corp /De), Credit Agreement (Thermadyne Holdings Corp /De)

Environmental Matters. Except To each Loan Party’s knowledge, upon inquiry and investigation completed by such Loan Party as diligently and as thoroughly as would reasonably be required to determine any facts relevant to the representations set forth herein, and except as set forth on Schedule 6.01(r)in Section 6.01(O) of the Disclosure Letter hereto, (i) the operations of each such Loan Party are and its operations and real property comply in compliance all respects with all Environmental Lawsapplicable Environmental, Health or Safety Requirements of Law, except as could where noncompliance has not resulted in or would not be reasonably be expected likely to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any such Loan Party or a predecessor has obtained all environmental, health and safety Permits necessary for its operations and Property and all such Permits are in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any good standing and such Loan Party is in compliance with all terms and conditions of such Permits except such as has not resulted in or any predecessor in interest which could would not be reasonably be expected likely to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party nor its operations is subject to any order from or written agreement with any Governmental Authority or private party or any predecessor in interest nor does judicial or administrative proceeding or investigation respecting any Loan Party have knowledge Environmental, Health or notice Safety Requirements of any threatened or pending Environmental Action against any Loan Party Law or any predecessor Release or threatened Release of a Contaminant into the indoor or outdoor environment except such as has not resulted in interest which could or would not be reasonably be expected likely to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party nor its operations is subject to any Remedial Action or any predecessor other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the indoor or outdoor environment except such as has not resulted in interest which could or would not be reasonably be expected likely to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment filed any notice under any Requirement of Law indicating treatment, storage or disposal site for of a hazardous waste, as that term is defined under 40 CFR Part 261 or any Hazardous Materialapplicable state equivalent except such as has not resulted in or would not be reasonably likely to have a Material Adverse Effect; (vi) no Loan Party has failed to report to filed any notice under applicable Requirement of Law reporting any unresolved Release of a Contaminant into the proper Governmental Authority any Release which is required to indoor or outdoor environment except such as has not resulted in or would not be so reported by any Environmental Laws which could reasonably be expected likely to have a Material Adverse Effect; (vii) each no Environmental Liens have attached to any Property of any Loan Party holds and is securing obligations, individually or in compliance with all licensesthe aggregate, permits and approvals required under any Environmental Laws in connection with the operation an amount of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain $25,000,000 or comply with could not reasonably be expected to have a Material Adverse Effectmore; and (viii) no Loan Party has received any written notification pursuant notice or claim to the effect that it is or may be liable to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made Person as a condition result of continued compliance with any Environmental Laws, the Release or any license, permit threatened Release of a Contaminant into the indoor or approval issued pursuant thereto outdoor environment except such as has not resulted in or (B) any license, permit or approval referred to above is about to would not be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected likely to have a Material Adverse Effect; and (ix) no transaction contemplated by this Agreement is subject to any Environmental Property Transfer Act.

Appears in 2 contracts

Samples: Credit Agreement (Watson Pharmaceuticals Inc), Credit Agreement (Watson Pharmaceuticals Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are and have at all times been in material compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned currently owned, leased, or operated by any Loan Party or a any properties formerly owned, leased or operated by any Loan Party, any Subsidiary, or any predecessor in interestinterest of any Loan Party or any of its Subsidiaries during such Person’s ownership, lease or operation, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Party, Subsidiary or any predecessor in interest of any Loan Party or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest Subsidiary nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest Subsidiary which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest of any Loan Party or any of its Subsidiaries which could be reasonably be expected to have a Material Adverse Effect; (v) no property now orcurrently, or to the knowledge of the any Loan Parties as of the Effective DateParty, formerly owned owned, leased or operated by a Loan Party, Subsidiary or predecessor in interest of any Loan Party or any of its Subsidiaries has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party or Subsidiary has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; Laws, (vii) each Loan Party holds and is in compliance with all material licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits it and approvals as to which a Loan Party’s failure to maintain or comply is in material compliance with could not reasonably be expected to have a Material Adverse Effectthe terms and conditions thereof,; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws notice that (A) any work, repairs, construction or Capital Expenditures capital expenditures are required to be made as a condition of continued compliance with any Environmental Laws, Laws or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Financing Agreement (Angie's List, Inc.), Financing Agreement (Angie's List, Inc.)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance with all Environmental Laws, except as could to matters that would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; : (iia) no Environmental Claim has been received by any Loan Party or Material Subsidiary, and there are no Environmental Claims pending or, to any Loan Party’s knowledge, threatened, in each case relating to any Loan Party or Material Subsidiary or their respective properties or the Mortgaged Vessels, (b) each Loan Party and Material Subsidiary is in compliance with Environmental Laws, (c) each Loan Party and Material Subsidiary has all permits, licenses and other approvals required under Environmental Laws for its operations as currently conducted (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits, (d) no Hazardous Material is located at, on or under any property currently or, to any Loan Party’s knowledge, formerly owned, operated or leased by any Loan Party or Material Subsidiary or their predecessors that would reasonably be expected to give rise to any Environmental Liability, and no Hazardous Material has been generated, used, treated, stored, handled, controlled, transported to or Released at, on, from, to or under any location or any Mortgaged Vessel in a manner that would reasonably be expected to give rise to any Environmental Liability, (e) there are no agreements in which any Loan Party or Material Subsidiary has expressly assumed or undertaken responsibility for any known or reasonably likely Environmental Liability of any other person, and (f) there has been no Release at written environmental assessment or audit conducted since January 1, 2013 (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of any Loan Party or Material Subsidiary of any of the Mortgaged Vessels or properties currently or, to any Loan Party’s knowledge, formerly owned or operated leased by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action Subsidiary that has not been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, made available to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report Administrative Agent prior to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse EffectAcquisition Closing Date.

Appears in 2 contracts

Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Intercreditor Agreement (Norwegian Cruise Line Holdings Ltd.)

Environmental Matters. Except as set forth on Schedule 6.01(r5.01(r), (i) the operations of each Loan Party are in material compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) to the best of each Loan Party's knowledge, there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could is reasonably be expected likely to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could is reasonably be expected likely to have a Material Adverse Effect; (iv) no Loan Party has knowledge of any Environmental Actions that have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could are reasonably be expected likely to have a Material Adverse Effect; (v) to the best of each Loan Party's knowledge, no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could is reasonably be expected likely to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s 's failure to maintain or comply with could is not reasonably be expected likely to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could is not reasonably be expected likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Financing Agreement (Value City Department Stores Inc /Oh), Senior Convertible Loan Agreement (Value City Department Stores Inc /Oh)

Environmental Matters. Except as set forth on Schedule 6.01(r)9.17 hereto, (i) the operations no Loan Party or any of its Subsidiaries is in violation of any Environmental Law, (ii) each Loan Party are and each of its Subsidiaries has, and is in compliance with with, all Environmental LawsPermits for its respective operations and businesses, except as to the extent any failure to have or be in compliance therewith could not reasonably be expected to have a Material Adverse Effectresult in any adverse consequence to any Loan Party (other than immaterial consequences) or any Secured Party; (iiiii) there has been no Release at or threatened Release of Hazardous Materials on, in, at, under or from any of the properties owned currently or formerly owned, leased or operated by any Loan Party Party, its Subsidiaries or a respective predecessor in interest, interest or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Party, its Subsidiaries or any respective predecessor in interest interest, which in any case of the foregoing could reasonably be expected to have a Material Adverse Effectresult in any adverse consequence to any Loan Party (other than immaterial consequences) or any Secured Party; (iiiiv) there are no pending or threatened Environmental Claims against, or Environmental Liability of, any Loan Party, its Subsidiaries or any respective predecessor in interest that could reasonably be expected to result in any adverse consequence to any Loan Party (other than immaterial consequences) or any Secured Party; (v) neither any Loan Party nor any of its Subsidiaries is performing or responsible for any Remedial Action has been asserted against that could reasonably be expected to result in any adverse consequence to any Loan Party (other than immaterial consequences) or any Secured Party; and (vi) the Loan Parties have made available to the Collateral Agent and Lenders true and complete copies of all material environmental reports, audits and investigations in the possession or control of any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, its Subsidiaries with respect to the knowledge operations and business of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effectits Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (AgileThought, Inc.), Credit Agreement (AgileThought, Inc.)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in material compliance with all applicable Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which interest, in any such case which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous MaterialMaterial prior to or during such Loan Party’s ownership or operation; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any applicable Environmental Laws which which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Financing Agreement (Life Sciences Research Inc), Financing Agreement (Life Sciences Research Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r5.0l(r), (i) the operations of each Loan Party are in material compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or or, to the best knowledge of the Loan Parties, a predecessor in interest, or or, to the best knowledge of the Loan Parties, at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or or, to the best knowledge of the Loan Parties, any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) to the best knowledge of the Loan Parties, no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous MaterialMaterial other than in compliance with Environmental Laws, except to the extent that such non-compliance could not reasonably be expected to have a Material Adverse Effect; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s 's failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Financing Agreement (Xanodyne Pharmaceuticals Inc), Financing Agreement (Xanodyne Pharmaceuticals Inc)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.11), as of the Closing Date: (i) the operations Real Estate is free of each Loan Party are contamination from any Hazardous Material except for such contamination that would not result in compliance with all Environmental Laws, except as Liabilities that could not reasonably be expected to have a Material Adverse Effect; (ii) there no Group Member has been no caused or suffered to occur any material Release at of Hazardous Materials on, at, in, under, above, to, from or about any of the properties owned or operated by any Loan Party or its Real Estate except where such a predecessor Release could not result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which Environmental Liabilities that could reasonably be expected to have a Material Adverse Effect; (iii) no the Group Members are and have been in compliance with all Environmental Action has been asserted against any Loan Party or any predecessor Laws, except for such noncompliance that would not result in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest Liabilities which could reasonably be expected to have a Material Adverse Effect; (iv) no the Group Members have obtained, and are in compliance with, all Environmental Actions have been asserted against any facilities Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orGroup Member is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to the knowledge result in any Environmental Liabilities of the Loan Parties as of the Effective Date, formerly owned or operated by such Group Member which could reasonably be expected to have a Loan Party has been used as a treatment or disposal site for any Hazardous MaterialMaterial Adverse Effect; (vi) there is no Loan Party has failed Litigation arising under or related to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which Laws, Environmental Permits or Hazardous Material that has a reasonable risk of being determined adversely to any Group Member and that, if so determined, could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds no notice has been received by any Group Member identifying it as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes, and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with to the operation knowledge of the business carried on by itCredit Parties, except for such licensesthere are no facts, permits and approvals circumstances or conditions that may result in any Group Member being identified as to which a Loan Party’s failure to maintain “potentially responsible party” under CERCLA or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Group Members have provided to Administrative Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Group Member.

Appears in 2 contracts

Samples: Credit Agreement (SITEL Worldwide Corp), Credit Agreement (Catalog Resources, Inc.)

Environmental Matters. (a) Except as set forth on in Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $2,500,000; (ii) no Credit Party has caused or suffered to occur any material Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $2,500,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $2,500,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $2,500,000; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $2,500,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (vii) no Environmental Actions have notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a “potentially responsible party” or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment “potentially responsible party” under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have made available to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential material Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 2 contracts

Samples: Credit Agreement (Caraustar Industries Inc), Credit Agreement (Caraustar Industries Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance with all Environmental Laws, except as could where the failure to be in compliance is not reasonably be expected likely to have result in a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or or, to the knowledge of the Loan Parties, at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could is reasonably be expected likely to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or written notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could is reasonably be expected likely to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted or are continuing against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest interest, for which could any Loan Party has received notice, which is reasonably be expected likely to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party has been or was used as a treatment or disposal site for any Hazardous MaterialMaterial during the period of such Loan Party's ownership or operation; (vi) no Loan Party has failed to report to the proper Governmental Authority the occurrence of any Release which is required to be so reported by any Environmental Laws Law which could is reasonably be expected likely to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws Law in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s 's failure to maintain or comply with could is not reasonably be expected likely to have a Material Adverse Effect; and (viii) except as is not reasonably likely to have a Material Adverse Effect, no Loan Party has received any written notification pursuant to any Environmental Laws Law that (A) any work, repairs, construction or Capital Expenditures are required to be made in respect as a condition of continued compliance with any Environmental LawsLaw, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Financing Agreement (Allied Holdings Inc), Financing Agreement (Allied Holdings Inc)

Environmental Matters. Except as set forth for matters disclosed on Schedule 6.01(r)5.14 hereto, no operation conducted by any Borrower-Related Party and no real or personal property now or previously owned or leased by any Borrower-Related Party (iincluding, without limitation, any Credit Party’s Mineral Interests) and no operations conducted thereon, and to the Borrower’s or Parent’s knowledge, no operations of any prior owner, lessee or operator of any such properties, is in violation of any Environmental Law other than violations which neither individually nor in the aggregate would reasonably be expected to result in a Material Adverse Change. Except for matters disclosed on Schedule 5.14 hereto, no Borrower-Related Party, nor any such property or operation is the subject of any existing, pending or, to the Borrower’s or Parent’s knowledge, threatened Environmental Complaint which would reasonably be expected to, individually or in the aggregate, result in Material Adverse Change. All notices, permits, licenses, and similar authorizations required to be obtained or filed in connection with the ownership of each Loan tract of real property or operations of any Borrower-Related Party are thereon and each item of personal property owned, leased or operated by any Borrower-Related Party including, without limitation, notices, licenses, permits and authorizations required in compliance connection with all Environmental Lawsany past or present treatment, storage, disposal, or release of Hazardous Substances into the environment, have been duly obtained or filed, except as could to the extent the failure to obtain or file such notices, licenses, permits and authorizations would not reasonably be expected to have result in a Material Adverse Effect; (ii) there has been no Release Change. All Hazardous Substances generated at any each tract of the properties owned real property and by each item of personal property owned, leased or operated by any Loan Borrower-Related Party have been transported, treated, and disposed of only by carriers or facilities maintaining valid permits under RCRA and all other Environmental Laws for the conduct of such activities, except in such cases where the failure to obtain such permits would not reasonably be expected to, individually or in the aggregate, result in a predecessor Material Adverse Change. Except for matters disclosed on Schedule 5.14 hereto, there have been no Hazardous Discharges which were not in interestcompliance with Environmental Laws other than Hazardous Discharges which would not reasonably be expected to, individually or at in the aggregate, result in a Material Adverse Change. Except for matters disclosed on Schedule 5.14 hereto, no Borrower-Related Party has any disposal or treatment facility known contingent liability in connection with any Hazardous Discharge which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could would reasonably be expected to have result in a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse EffectChange.

Appears in 2 contracts

Samples: Subordinated Credit Agreement (Encore Energy Partners LP), Credit Agreement (Encore Acquisition Co)

Environmental Matters. (a) Except as set forth on in Schedule 6.01(r)5.13, as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that could not reasonably be expected to adversely impact the value or marketability of such Real Estate and that could not reasonably be expected to result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $250,000 in the aggregate; (ii) no Credit Party and no Subsidiary of a Credit Party has caused or suffered to occur any Release of Hazardous Materials in violation of applicable law on, at, in, under, above, to, from or about any of their Real Estate; (iii) the Credit Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except as for such noncompliance that could not reasonably be expected to have a Material Adverse Effectresult in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $250,000 in the aggregate; (iiiv) there has been no Release at any the Credit Parties and their Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits could not reasonably be expected to result in Environmental Liabilities of the properties owned Credit Parties or operated by their Subsidiaries in excess of $250,000 in the aggregate, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Credit Party and no Subsidiary of a Credit Party is involved in operations or knows of any Loan facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of such Credit Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Subsidiary which could reasonably be expected to have be in excess of $250,000 in the aggregate, and no Credit Party or Subsidiary of a Material Adverse EffectCredit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (iiivi) there is no Litigation arising under or related to any Environmental Action has been asserted against Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $100,000 in the aggregate or injunctive relief against, or that alleges criminal misconduct by any Loan Credit Party or any predecessor in interest nor does Subsidiary of a Credit Party; (vii) no notice has been received by any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Credit Party or any predecessor in interest which could reasonably be expected to have Subsidiary of a Material Adverse Effect; (iv) no Environmental Actions have been asserted against Credit Party identifying any facilities that may have received Hazardous Materials generated by any Loan Party of them as a "potentially responsible party" or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as Credit Parties, there are no facts, circumstances or conditions that may result in any of the Effective Date, formerly owned Credit Parties or operated by a Loan Party has been used their Subsidiaries being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany of the Credit Parties or their Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Atlantis Plastics Inc), Credit Agreement (Atlantis Plastics Inc)

Environmental Matters. (a) Except as set forth on in Schedule 6.01(r)3.15, as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that could not reasonably be expected to materially adversely impact the value or marketability of such Real Estate and that could not reasonably be expected to result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $500,000 in the aggregate; (ii) no Credit Party and no Subsidiary of a Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of their Real Estate where such Release could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) the Credit Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except as for such noncompliance that could not reasonably be expected to have a Material Adverse Effectresult in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $500,000 in the aggregate; (iiiv) there has been no Release at any the Credit Parties and their Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits could not reasonably be expected to result in Environmental Liabilities of the properties owned Credit Parties or operated by their Subsidiaries in excess of $500,000 in the aggregate, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Credit Party and no Subsidiary of a Credit Party is involved in operations or knows of any Loan facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of such Credit Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Subsidiary which could reasonably be expected to have be in excess of $500,000 in the aggregate, and no Credit Party or Subsidiary of a Material Adverse EffectCredit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (iiivi) there is no Litigation arising under or related to any Environmental Action has been asserted against Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $500,000 in the aggregate or injunctive relief against, or that alleges criminal misconduct by any Loan Credit Party or any predecessor in interest nor does Subsidiary of a Credit Party; (vii) no notice has been received by any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Credit Party or any predecessor in interest which could reasonably be expected to have Subsidiary of a Material Adverse Effect; (iv) no Environmental Actions have been asserted against Credit Party identifying any facilities that may have received Hazardous Materials generated by any Loan Party of them as a “potentially responsible party” or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as Credit Parties, there are no facts, circumstances or conditions that may result in any of the Effective Date, formerly owned Credit Parties or operated by a Loan Party has been used their Subsidiaries being identified as a treatment “potentially responsible party” under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case in possession of the Credit Parties relating to have a Material Adverse Effectany of the Credit Parties or their Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Accuro Healthcare Solutions, Inc.), Credit Agreement (Accuro Healthcare Solutions, Inc.)

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Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.18), as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000; (ii) no Credit Party has caused or suffered to occur any material Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $100,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $100,000; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $100,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (vii) no Environmental Actions have notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a “potentially responsible party” or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment “potentially responsible party” under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent and Lenders copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Blockbuster Inc)

Environmental Matters. (a) Except as set forth on in Schedule 6.01(r)5.13, as of the Closing Date: (i) the operations real property owned, leased or subleased by any Credit Party or any of each Loan its Subsidiaries is free of contamination from any Hazardous Material except for such contamination that could not reasonably be expected to impact materially and adversely the value or marketability of such Real Estate (based on continued commercial or industrial use as part of the Credit Parties’ business or a similar business to that conducted on the Closing Date) and that could not reasonably be expected to result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $500,000 or the Dollar Equivalent thereof in the aggregate; (ii) no Credit Party and no Subsidiary of a Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of their Real Estate, except for such Releases that could not reasonably be expected to result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $500,000 in the aggregate; (iii) the Credit Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except as for such noncompliance that could not reasonably be expected to have a Material Adverse Effectresult in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $500,000 or the Dollar Equivalent thereof in the aggregate; (iiiv) there has been no Release at any the Credit Parties and their Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted, except where the failure to so obtain or comply with such Environmental Permits could not reasonably be expected to result in Environmental Liabilities of the properties owned Credit Parties or operated by their Subsidiaries in excess of $500,000 or the Dollar Equivalent thereof in the aggregate, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Credit Party and no Subsidiary of a Credit Party is involved in operations or knows of any Loan facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of such Credit Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Subsidiary which could reasonably be expected to have be in excess of $500,000 or the Dollar Equivalent thereof in the aggregate, and no Credit Party or Subsidiary of a Material Adverse EffectCredit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (iiivi) there is no Litigation arising under or related to any Environmental Action has been asserted against Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $500,000 or the Dollar Equivalent thereof in the aggregate or injunctive relief against, or that alleges criminal misconduct by any Loan Credit Party or any predecessor in interest nor does Subsidiary of a Credit Party; (vii) no notice has been received by any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Credit Party or any predecessor in interest which could reasonably be expected to have Subsidiary of a Material Adverse Effect; (iv) no Environmental Actions have been asserted against Credit Party identifying any facilities that may have received Hazardous Materials generated by any Loan Party of them as a “potentially responsible party” or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, Canadian federal or provincial statutes, and to the knowledge of the Loan Parties as Credit Parties, there are no facts, circumstances or conditions that may result in any of the Effective Date, formerly owned Credit Parties or operated by a Loan Party has been used their Subsidiaries being identified as a treatment “potentially responsible party” under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licensesanalogous state statutes, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain Canadian federal or comply with could not reasonably be expected to have a Material Adverse Effectprovincial statutes; and (viii) no Loan Party has received any written notification pursuant the Credit Parties have provided to any Environmental Laws that Agent (Aor, in the case of Canadian Borrower, Canadian Agent) any workcopies of all existing, repairsnon-privileged, construction Phase One or Capital Expenditures are required to be made as a condition of continued Phase Two environmental reports, environmental compliance with any Environmental Lawsreviews or audits, or any licensedocuments of similar scope and content, permit material unresolved notices of violation, pending complaints, and pending orders pertaining to actual or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedpotential Environmental Liabilities, in each casecase relating to any of the Credit Parties or their subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect.and in each case in the possession, custody or control of Apollo Management, L.P.

Appears in 2 contracts

Samples: Credit Agreement (Uap Holding Corp), Credit Agreement (Uap Holding Corp)

Environmental Matters. Except as set forth on Schedule 6.01(r), (a) The Borrower shall at its sole expense: (i) the comply, and shall cause its Properties and operations of and each other Loan Party are in compliance and each other Loan Party’s Properties and operations to comply, with all applicable Environmental Laws, except as where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no not Release at or threaten to Release, and shall cause each other Loan Party not to Release or threaten to Release, any Hazardous Material on, under, about or from any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Borrower’s or any predecessor other Loan Party’s Properties or any other property offsite the Property to the extent caused by the Borrower’s or any other Loan Party’s operations except in interest which compliance with applicable Environmental Laws, if the Release or threatened Release could reasonably be expected to have a Material Adverse Effect; (iii) no timely obtain, file or prepare, and shall cause each Subsidiary to timely obtain, file or prepare, all Environmental Action has been asserted against any Loan Party Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or any predecessor in interest nor does any other Loan Party have knowledge Party’s Properties, except where such failure to obtain or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which file could not reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any promptly commence and diligently prosecute to completion, and shall cause each other Loan Party to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future Release or threatened Release of any Hazardous Material on, under, about or from any of the Borrower’s or any predecessor in interest which other Loan Party’s Properties, if failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) no property now orconduct, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a and cause each other Loan Party has been used as to conduct, their respective operations and businesses in a treatment manner that will not expose any Property or disposal site for any Person to Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which Materials that could reasonably be expected to have a Material Adverse Effect; (vii) each cause any Loan Party holds and is in compliance with all licenses, permits and approvals required under to owe any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain damages or comply with compensation that could not reasonably be expected to have a Material Adverse Effect; and (viiivi) no establish and implement, and shall cause each other Loan Party has received to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and any written notification pursuant other Loan Party’s obligations under this Section 8.11(a) are timely and fully satisfied, where failure to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as establish and implement such procedures could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: MLP Credit Agreement (PennTex Midstream Partners, LP), MLP Credit Agreement

Environmental Matters. Except as set forth on Schedule 6.01(r5.01(q), (i) the operations of each Loan Credit Party and any Subsidiary of a Credit Party are and have been in material compliance with all applicable Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at on, in, at, to, from or under any of the properties currently or formerly owned or operated by any Loan Credit Party or any Subsidiary of a Credit Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which that could reasonably be expected to have result in any material Environmental Liabilities and Costs to any Credit Party or any Subsidiary of a Material Adverse Effect; Credit Party, (iii) no Environmental Action has been asserted or threatened in writing against any Loan Credit Party or any predecessor in interest Subsidiary of a Credit Party which is unresolved, nor does any Loan Party have to the knowledge or notice of any Credit Party are there any threatened or pending Environmental Action Actions against any Loan a Credit Party or any predecessor Subsidiary of a Credit Party that in interest which either case could reasonably be expected to have result in any material Environmental Liabilities and Costs to any Credit Party or any Subsidiary of a Material Adverse Effect; Credit Party, (iv) to the knowledge of the Credit Parties no Environmental Actions have Action has been asserted against any facilities that may have received Hazardous Materials generated by a Credit Party or any Loan Subsidiary of a Credit Party or any predecessor in interest which that could reasonably be expected to have result in any material Environmental Liabilities and Costs to any Credit Party or any Subsidiary of a Material Adverse Effect; Credit Party, (v) no property now or, to the knowledge none of the Loan Credit Parties as or any Subsidiary of the Effective Datea Credit Party is subject to any outstanding order, formerly owned decree, injunction or operated by a Loan Party has been used as a treatment or disposal site for other agreement with any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority or any Release which is required indemnity or other agreement (other than routine permits, approvals, credit agreements and lease terms) imposing obligations with any third party relating to be so reported by any Environmental Laws which Law that could reasonably be expected to have result in any material Environmental Liabilities and Costs to any Credit Party or any Subsidiary of a Material Adverse Effect; Credit Party, (viivi) each Loan to the knowledge of any Credit Parties there are no other circumstances or existing conditions involving any Credit Party holds and is in compliance with all licenses, permits and approvals required under or any Environmental Laws in connection with the operation Subsidiary of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with Credit Party that could not reasonably be expected to have result in any such Credit Party or Subsidiary of a Material Adverse Effect; and (viii) no Loan Credit Party has received any written notification pursuant to becoming the subject of any Environmental Laws that (A) Actions or material Environmental Liabilities and Costs including any workmaterial restriction on the ownership, repairsuse, construction or Capital Expenditures are required to be made as a condition transfer of continued compliance any property in connection with any Environmental LawsLaw, or and (vii) the Credit Parties and any licenseSubsidiary of a Credit Party made available to the Administrative Agent and the Revolving Agent copies of all material environmental reports, permit or approval issued pursuant thereto or (B) studies, assessments, sampling data and other material environmental documents in its possession relating to the Credit Parties and any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have Subsidiary of a Material Adverse EffectCredit Party and their current and former properties and operations.

Appears in 2 contracts

Samples: Credit Agreement (Global Power Equipment Group Inc/), Credit Agreement (Global Power Equipment Group Inc/)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not materially adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $500,000; (ii) no Credit Party has caused or suffered to occur any material Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $500,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $500,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $500,000; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $500,000 or injunctive relief against any Credit Party; (vii) no Environmental Actions have notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a “potentially responsible party” or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment “potentially responsible party” under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 2 contracts

Samples: Credit Agreement (Reading International Inc), Credit Agreement (Reading International Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r)3.12, (ia) the operations of each Loan Credit Party and each Subsidiary of each Credit Party are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, in the aggregate, would not have a reasonable likelihood of resulting in Material Environmental Liabilities to any Credit Party or any Subsidiary of any Credit Party, (b) no Credit Party and no Subsidiary of any Credit Party is party to, and no Credit Party and no Subsidiary of any Credit Party and no real property currently (or to the knowledge of any Credit Party previously) owned, leased, subleased, operated or otherwise occupied by or for any such Person is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Credit Party, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice relating in any manner to any Environmental Law other than those that, in the aggregate, are not reasonably likely to result in Material Environmental Liabilities to any Credit Party or any Subsidiary of any Credit Party, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Credit Party or any Subsidiary of any Credit Party and, to the knowledge of any Credit Party, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property, (d) no Credit Party and no Subsidiary of any Credit Party has caused or suffered to occur a Release of Hazardous Materials at, to or from any real property of any such Person and each such real property is free of contamination by any Hazardous Materials except as for such Release or contamination that could not reasonably be expected to have a result, in the aggregate, in Material Adverse Effect; Environmental Liabilities to any Credit Party or any Subsidiary of any Credit Party, (e) no Credit Party and no Subsidiary of any Credit Party (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations or (ii) there has been no Release at knows of any facts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under the properties owned Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Sections 9601 et seq.) or operated by similar Environmental Laws, that, in the aggregate, would have a reasonable likelihood of resulting in Material Environmental Liabilities to any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice Subsidiary of any threatened or pending Environmental Action against any Loan Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; and (ivf) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan each Credit Party has been used as a treatment made available to Agent copies of all existing environmental reports, reviews and audits and all documents pertaining to actual or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any potential Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each casecase to the extent such reports, except as could not reasonably be expected to have a Material Adverse Effectreviews, audits and documents are in their possession, custody or control.

Appears in 2 contracts

Samples: Credit Agreement (CSAV Holding Corp.), Credit Agreement (CSAV Holding Corp.)

Environmental Matters. Except as set forth on Schedule 6.01(r)would not, (i) individually or in the operations of each Loan Party are in compliance with all Environmental Lawsaggregate, except as could not reasonably be expected to have a Material Adverse Effect, (i) neither Borrower nor any other Credit Party nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or legally binding settlement agreement with any Person pursuant to or under any Environmental Law or as a result of any Environmental Claim, or any Hazardous Materials Activity; (ii) there neither Borrower nor any other Credit Party has been no Release at received any letter or request for information under Section 104 of the properties owned Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or operated by any Loan Party or a predecessor in interestcomparable state law; (iii) to each of Borrower’s and each other Credit Party’s knowledge, there are and have been, no conditions, occurrences, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which Activities that could reasonably be expected to have a Material Adverse Effect; (iii) no form the basis of an Environmental Action has been asserted Claim against any Loan Party Borrower or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectother Credit Party; (iv) no neither Borrower nor any other Credit Party nor, to any Credit Party’s knowledge, any predecessor of Borrower or any other Credit Party has filed any notice under any Environmental Actions have been asserted against Law reporting that it has conducted any facilities that may have received treatment of Hazardous Materials generated by at any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse EffectFacility; (v) no property now orto any Credit Party’s knowledge, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required current requirements (including requirements promulgated but not yet effective) pursuant to or under any Environmental Laws in connection with during the operation of the business carried on by it, except for such licenses, permits current and approvals as to which a Loan Party’s failure to maintain or comply with could following fiscal year would not reasonably be expected to have a Material Adverse Effectresult in expenditures by Borrower or any other Credit Party in excess of amounts budgeted for those fiscal years as of the Closing Date; and (viiivi) no Loan neither Borrower nor any other Credit Party has received any written notification is subject to liability pursuant to any Environmental Laws that (A) Law relating to any workRelease of Hazardous Materials, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, Hazardous Materials Activity or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effectviolation of an Environmental Law.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Kv Pharmaceutical Co /De/), Credit and Guaranty Agreement (Kv Pharmaceutical Co /De/)

Environmental Matters. (a) Except as set forth on in Schedule 6.01(r(4.17), as of the Closing Date: (i) the operations Real Estate of each Loan Credit Party are and each of their Restricted Subsidiaries is free of contamination from any Hazardous Material except for such contamination that would not result in compliance with all Environmental Laws, except as Liabilities that could not reasonably be expected to have a Material Adverse Effect; (ii) there no Credit Party nor any Restricted Subsidiary of any Credit Party has been no caused or suffered to occur any material Release at of Hazardous Materials on, at, in, under, above, to, from or about any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received its Real Estate except for such Release of Hazardous Materials generated by any Loan Party or any predecessor that would not result in interest which Environmental Liabilities that could reasonably be expected to have a Material Adverse Effect; (iii) no the Credit Parties and each of their Restricted Subsidiaries are and have, for the past eight (8) years, been in compliance with all Environmental Action has been asserted against any Loan Party or any predecessor Laws, except for such noncompliance that would not result in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest Liabilities which could reasonably be expected to have a Material Adverse Effect; (iv) no the Credit Parties and each of their Restricted Subsidiaries (A) have obtained, (B) possess as valid, uncontested and in good standing, and (C) are in compliance with all Environmental Actions have been asserted against any facilities Permits required by Environmental Laws for the operation of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain, possess or comply with such Environmental Permits would not result in Environmental Liabilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge best of the Loan Parties as of the Effective DateBorrowers’ knowledge, formerly owned there is no Litigation arising under or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed related to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses the payment of which could reasonably be expected to have a Material Adverse EffectEffect or injunctive relief which could reasonably be expected to have a Material Adverse Effect against, or that alleges criminal misconduct by, any Credit Party or any Restricted Subsidiary of any Credit Party; (viivi) each Loan no written notice has been received by any Credit Party holds and is in compliance with all licenses, permits and approvals required or any Restricted Subsidiary of any Credit Party identifying it as a “potentially responsible party” or requesting information under any Environmental Laws in connection with the operation of the business carried on by itCERCLA or analogous state statutes, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with notice that would not result in Environmental Liabilities that could not reasonably be expected to have a Material Adverse Effect; and (viiivii) no Loan Party has received any the Credit Parties and each of their Restricted Subsidiaries have provided to Agent copies of existing environmental reports, reviews and audits and written notification pursuant information sufficient, along with Schedule (4.17), to any disclose actual or potential material Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party or any Restricted Subsidiary of any Credit Party.

Appears in 2 contracts

Samples: Revolving Loan Credit Agreement (Visteon Corp), Revolving Loan Credit Agreement (Visteon Corp)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $2,000,000; (ii) no Credit Party has caused or suffered to occur any material Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $2,000,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $2,000,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $2,000,000; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $2,000,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (vii) no Environmental Actions have notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a “potentially responsible party” or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment “potentially responsible party” under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each casecase to the extent such reports, except as could not reasonably be expected to have a Material Adverse Effectreviews, audits and documents are in Credit Parties’ possession, custody, or control.

Appears in 2 contracts

Samples: Credit Agreement (Insteel Industries Inc), Credit Agreement (Insteel Industries Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party and its Subsidiaries are in material compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or and any of its Subsidiaries or, to the knowledge of any Loan Party, a predecessor in interestinterest for whose liability a Loan Party or any of its Subsidiaries is responsible, or , to the knowledge of any Loan Party, at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or and any of its Subsidiaries or, to the knowledge of any Loan Party, any predecessor in interest for whose liability a Loan Party or any of its Subsidiaries is responsible which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or and its Subsidiaries or, to the knowledge of any Loan Party, any predecessor in interest for whose liability a Loan Party or any of its Subsidiaries is responsible in the last 7 years or that remains unresolved nor does any Loan Party and any of its Subsidiaries have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or and any of its Subsidiaries or, to the knowledge of any Loan Party, any predecessor in interest for whose liability a Loan Party or any of its Subsidiaries is responsible which could reasonably be expected to have a Material Adverse Effect; (iv) to the knowledge of any Loan Party, no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party and any of its Subsidiaries or any predecessor in interest for whose liability a Loan Party or any of its Subsidiaries is responsible which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party and any of its Subsidiaries has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party and any of its Subsidiaries has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party and each of its Subsidiaries holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s 's of such Subsidiary's failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party or any of its Subsidiaries has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, made subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Financing Agreement, Financing Agreement (Westmoreland Resource Partners, LP)

Environmental Matters. Except as set forth on Schedule 6.01(rNo Credit Party nor any of its Subsidiaries nor any of their respective current Facilities (solely during and with respect to Person’s ownership thereof) or operations, and to their knowledge, no former Facilities (solely during and with respect to any Credit Party or its Subsidiary’s ownership thereof), (i) the operations of each Loan Party is or are in compliance subject to any outstanding order, ongoing consent decree or settlement agreement with all any Person relating to any Environmental LawsLaw, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interestEnvironmental Claim, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Activity that, individually or any predecessor in interest which the aggregate, could reasonably be expected to have a Material Adverse Effect; (iiib) no Credit Party nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Action has Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law; (c) to each Credit Party’s and its Subsidiaries’ knowledge after due inquiry, there are no, and have been asserted no, Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against any Loan such Credit Party or any predecessor of its Subsidiaries that, individually or in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which the aggregate, could reasonably be expected to have a Material Adverse Effect; (ivd) no Credit Party nor any of its Subsidiaries has filed any notice under any Environmental Actions have been asserted against any facilities that may have received Law indicating past or present treatment of Hazardous Materials generated by at any Loan Facility (solely during and with respect to such Credit Party or its Subsidiary’s ownership thereof), and neither the Borrower’s nor any predecessor in interest which of its Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any equivalent state rule defining hazardous waste. Compliance by the Credit Parties and their respective Subsidiaries with all current requirements pursuant to or under Environmental Laws could not be reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.. Section 6.12

Appears in 2 contracts

Samples: Credit Agreement (Physicians Realty L.P.), Credit Agreement (Physicians Realty Trust)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $250,000; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $250,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $250,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $250,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $250,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (vii) no Environmental Actions have notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a “potentially responsible party” or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment “potentially responsible party” under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agents copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 2 contracts

Samples: Credit Agreement (Wesco International Inc), Credit Agreement (Wesco International Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r)in SCHEDULE 3.15, as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that could not reasonably be expected to materially adversely impact the value or marketability of such Real Estate and that could not reasonably be expected to result in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $100,000 in the aggregate; (ii) no Credit Party and no Subsidiary of a Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of their Real Estate where such Release could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) the Credit Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except as for such noncompliance that could not reasonably be expected to have a Material Adverse Effectresult in Environmental Liabilities of the Credit Parties or their Subsidiaries in excess of $100,000 in the aggregate; (iiiv) there has been no Release at any the Credit Parties and their Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits could not reasonably be expected to result in Environmental Liabilities of the properties owned Credit Parties or operated by their Subsidiaries in excess of $100,000 in the aggregate, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Credit Party and no Subsidiary of a Credit Party is involved in operations or knows of any Loan facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of such Credit Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Subsidiary which could reasonably be expected to have be in excess of $100,000 in the aggregate, and no Credit Party or Subsidiary of a Material Adverse EffectCredit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (iiivi) there is no Litigation arising under or related to any Environmental Action has been asserted against Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $100,000 in the aggregate or injunctive relief against, or that alleges criminal misconduct by any Loan Credit Party or any predecessor in interest nor does Subsidiary of a Credit Party; (vii) no notice has been received by any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Credit Party or any predecessor in interest which could reasonably be expected to have Subsidiary of a Material Adverse Effect; (iv) no Environmental Actions have been asserted against Credit Party identifying any facilities that may have received Hazardous Materials generated by any Loan Party of them as a "potentially responsible party" or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as Credit Parties, there are no facts, circumstances or conditions that may result in any of the Effective Date, formerly owned Credit Parties or operated by a Loan Party has been used their Subsidiaries being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each casecase in possession of the Credit Parties relating to any of the Credit Parties or their Subsidiaries. Each Credit Party hereby acknowledges and agrees that Agent (i) is not now, except as could and has not reasonably be expected ever been, in control of any of the Real Estate or affairs of such Credit Party or its Subsidiaries , and (ii) does not have the capacity through the provisions of the Loan Documents or otherwise to have a Material Adverse Effectinfluence any Credit Party's or its Subsidiaries' conduct with respect to the ownership, operation or management of any of their Real Estate or compliance with Environmental Laws or Environmental Permits.

Appears in 2 contracts

Samples: Credit Agreement (Primedex Health Systems Inc), Second Lien Credit Agreement (Primedex Health Systems Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r5.01(r), (i) the operations of each Loan Party are in material compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) to the best of each Loan Party's knowledge, there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could is reasonably be expected likely to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could is reasonably be expected likely to have a Material Adverse Effect; (iv) no Loan Party has knowledge of any Environmental Actions that have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could are reasonably be expected likely to have a Material Adverse Effect; (v) to the best of each Loan Party's knowledge, no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could is reasonably be expected likely to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s 's failure to maintain or comply with could is not reasonably be expected likely to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures capital expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could is not reasonably be expected likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Senior Loan Agreement (Retail Ventures Inc), Senior Loan Agreement (DSW Inc.)

Environmental Matters. (a) Except as set forth on in Schedule 6.01(r)4.15, as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (ii) no Credit Party and no Subsidiary of a Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of their Real Estate where such Release could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) the Credit Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except as for such noncompliance that could not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; (iiiv) the Credit Parties and their Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Credit Party and no Subsidiary of a Credit Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of such Credit Party or Subsidiary which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and no Credit Party or Subsidiary of a Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (vi) there has been is no Release at Litigation arising under or related to any of Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses that, either individually or in the properties owned or operated by any Loan Party or a predecessor in interestaggregate, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against Effect or which seeks injunctive relief against, or that alleges criminal misconduct by any Loan Credit Party or any predecessor in interest nor does Subsidiary of a Credit Party; (vii) no notice has been received by any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Credit Party or any predecessor in interest which could reasonably be expected to have Subsidiary of a Material Adverse Effect; (iv) no Environmental Actions have been asserted against Credit Party identifying any facilities that may have received Hazardous Materials generated by any Loan Party of them as a “potentially responsible party” or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as Credit Parties, there are no facts, circumstances or conditions that may result in any of the Effective Date, formerly owned Credit Parties or operated by a Loan Party has been used their Subsidiaries being identified as a treatment “potentially responsible party” under CERCLA or disposal site analogous state statutes except for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with notices that could not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (viii) no Loan Party has received any the Credit Parties have provided to the Administrative Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each casecase in possession of the Credit Parties relating to any of the Credit Parties or their Subsidiaries other than any such reports, except as reviews, audits or information pertaining to actual or potential Environmental Liabilities that could not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Exopack Holding Corp), Credit and Guaranty Agreement (Exopack Holding Corp)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations Real Estate is free of contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $250,000; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate that would result in Environmental Liabilities that could reasonably be expected to exceed $250,000; (iii) each Loan Credit Party are is and has been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $250,000; (iiiiv) no each Credit Party has obtained, and is in compliance with, all Environmental Action has been asserted against any Loan Party Permits required by Environmental Laws for the operations of its businesses as presently conducted or any predecessor as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which Liabilities that could reasonably be expected to have a Material Adverse Effectexceed $250,000, and all such Environmental Permits are valid, uncontested and in good standing; (ivv) no Credit Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Actions have been asserted against any facilities Liabilities of Borrower that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $250,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (vvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $100,000 or injunctive relief, or which alleges criminal misconduct by any Credit Party, (vii) no property now ornotice has been received by any Credit Party identifying it as a "potentially responsible party" or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective Dateany Credit Party, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all material existing environmental reports, reviews and audits and all material written notification pursuant information in their possession pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectthe Credit Parties.

Appears in 1 contract

Samples: Credit Agreement (H&e Finance Corp)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance in all material respects with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interestParty, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have result in a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have result in a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have result in a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated occupied by a Loan Party has been used used, to the the Borrower's knowledge, as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority the occurrence of any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have result in a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s 's failure to maintain or comply with could not reasonably be expected to have result in a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, made subject to limitations or conditions, revoked, withdrawn or terminated, except, in each casethe case of clauses (A) and (B) above, except as could not reasonably be expected to have result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (KCS Energy Inc)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $50,000; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $50,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $50,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $50,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $50,000 or injunctive relief, or that alleges criminal misconduct by any Credit Party; (vii) no Environmental Actions have notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a "potentially responsible party" or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 1 contract

Samples: Credit Agreement (510152 N B LTD)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r)3.17, as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $1,000,000; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $1,000,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $1,000,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $1,000,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $1,000,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (vii) no Environmental Actions have written notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a “potentially responsible party” or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of Borrowers and the Effective DateGuarantors, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment “potentially responsible party” under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 1 contract

Samples: Credit Agreement (Odyssey Healthcare Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r6.01(q), (i) the operations no Loan Party or any of its Subsidiaries is in violation of any Environmental Law, (ii) each Loan Party are and its Subsidiaries has, and is in compliance with with, all Environmental LawsPermits for its respective operations and businesses, except as to the extent any failure to have or be in compliance therewith could not reasonably be expected to have result in a Material Adverse Effectmaterial Environmental Claim or Environmental Liability; (iiiii) there has been no Release of Hazardous Materials at any of the properties owned currently or formerly owned, leased or operated by any Loan Party Party, its Subsidiaries or a respective predecessor in interest, interest or at any disposal or treatment facility which received Hazardous Materials generated by 142901395v2 any Loan Party, its Subsidiaries or any respective predecessor in interest, which in any case of the foregoing could reasonably be expected to result in a material Environmental Claim or Environmental Liability; (iv) there are no pending or threatened Environmental Claims against, or Environmental Liability of, any Loan Party, its Subsidiaries or any respective predecessor in interest that could reasonably be expected to result in a material Environmental Claim or Environmental Liability; (v) neither any Loan Party nor any of its Subsidiaries is performing or responsible for any Remedial Action that could reasonably be expected to result in a material Environmental Claim or Environmental Liability; and (vi) the Loan Parties have made available to the Administrative Agent and Lenders true and complete copies of all material environmental reports, audits, and investigations in the possession or control of any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, its Subsidiaries with respect to the knowledge operations and business of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effectits Subsidiaries.

Appears in 1 contract

Samples: Financing Agreement (Mondee Holdings, Inc.)

Environmental Matters. (a) Except as set forth on Schedule 6.01(r)in SCHEDULE 3.18, as of the Effective Date: (i) the operations Real Property is free of contamination from any Hazardous Material except for such contamination that would not materially adversely impact the value or marketability of such Real Property; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Property that would give rise to any material liability for corrective or remedial action under any Environmental Laws except in each Loan Party case to the extent that the failure to do so would not be a Material Adverse Event; (iii) Borrower and each of its Subsidiaries are and have been in compliance with all Environmental Laws, except as could in each case to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse EffectEvent; (iv) no the Credit Parties have obtained, and are in compliance with, all Environmental Actions have been asserted against any facilities Permits required by Environmental Laws for the operations of their respective businesses, except in each case to the extent that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably the failure to do so would not be expected to have a Material Adverse EffectEvent, and all such Environmental Permits are valid, uncontested and in good standing; (v) no property now orCredit Party is involved in operations or knows of any facts, circumstances or conditions, including, without limitation, any generation, use, treatment, storage, disposal, handling, other management or Release of Hazardous Materials, that are reasonably likely to result in any material Environmental Liabilities of such Credit Party, and, to the knowledge of the Loan Parties Credit Parties, no Credit Party has permitted any current or former tenant or occupant of the Real Property to engage in any such operations; (vi) as of the Effective Date, formerly owned there is no litigation against any Credit Party arising under or operated by a Loan Party has been used as a treatment related to any Environmental Laws, Environmental Permits or disposal site for any Hazardous Material; (vivii) no Loan written notice has been received by any Credit Party has failed to report identifying it as a "potentially responsible party" or requesting information under CERCLA or analogous state statutes in respect of any actual or potential Environmental Liabilities and, to the proper Governmental Authority knowledge of the Credit Parties, there are no facts, circumstances or conditions that may result in any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have Credit Party being identified as a Material Adverse Effect"potentially responsible party" under CERCLA or analogous state statutes; (viiviii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation as of the business carried on by itEffective Date, except for such licensesthe Credit Parties have provided to the Administrative Agent copies of all existing environmental reports, permits reviews and approvals as audits and all written information pertaining to which a Loan actual or potential Environmental Liabilities, in each case relating to any Credit Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viiiix) no Loan Party has received to the knowledge of the Credit Parties, the Real Property owned or leased as of the Effective Date does not contain any written notification pursuant underground storage tanks that have ever leaked; are not registered with appropriate government officials (to the extent such registration is required) or fail to meet any Environmental Laws that (A) any workapplicable legal requirement, repairsincluding, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Lawswithout limitation to, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effecttightness-testing requirements.

Appears in 1 contract

Samples: Credit Agreement (Ramsay Health Care Inc)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the The operations of each Loan Party are in material compliance with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or or, to the knowledge of each Loan Party, a predecessor in interest, or or, to the knowledge of each Loan Party, at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could in each case except as would not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effectresult in material Environmental Liabilities and Costs; (iii) no Environmental Action has been asserted against any Loan Party or or, to the knowledge of each Loan Party, any predecessor in interest interest, nor does any Loan Party have knowledge or written notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could except as would not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effectresult in material Environmental Liabilities and Costs; (iv) to the knowledge of each Loan Party, no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could in either case except as would not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effectresult in material Environmental Liabilities and Costs; (v) no property now or, to the knowledge of the each Loan Parties as of the Effective DateParty, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous MaterialMaterial by such Loan Party or, to the knowledge of any Loan Party, an other Person, in a manner which violates the Environmental Laws in any material respect or would reasonably be expected to result in a material Environmental Action, material Environmental Liabilities and Costs, or an material obligation to conduct a Remedial Action; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could except as would not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effectresult in material Environmental Liabilities and Costs; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to hold or maintain or comply with could would not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effectresult in material Environmental Liabilities and Costs; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could would not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effectresult in material Environmental Liabilities and Costs.

Appears in 1 contract

Samples: Term Loan and Security Agreement (Advanced Emissions Solutions, Inc.)

Environmental Matters. Except as set forth on Schedule 6.01(r(a) No Credit Party nor any of its Subsidiaries nor any of their respective current Facilities (solely during and with respect to such Person’s ownership thereof) or operations, and to their knowledge, no former Facilities (solely during and with respect to any Credit Party’s or its Subsidiary’s ownership thereof), (i) the operations of each Loan Party are in compliance subject to any outstanding order, consent decree or settlement agreement with all any Person relating to any Environmental LawsLaw, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interestEnvironmental Claim, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Activity that, individually or any predecessor in interest which the aggregate, could reasonably be expected to have a Material Adverse Effect; , (iiib) no Credit Party nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Action has been asserted Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law, (c) there are and, to each Credit Party’s and its Subsidiaries’ knowledge, have been, no Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against any Loan such Credit Party or any predecessor of its Subsidiaries that, individually or in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which the aggregate, could reasonably be expected to have a Material Adverse Effect; , (ivd) no Credit Party nor any of its Subsidiaries has filed any notice under any Environmental Actions have been asserted against any facilities that may have received Law indicating past or present treatment of Hazardous Materials generated by at any Loan Party Facility (solely during and with respect to such Credit Party’s or its Subsidiary’s ownership thereof), and (e) no Credit Party’s nor any of its Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orequivalent state rule defining hazardous waste, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is except in compliance with Environmental Law. Compliance with all licenses, permits and approvals required current requirements pursuant to or under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not be reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any workhave, repairsindividually or in the aggregate, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Viemed Healthcare, Inc.)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance in all material respects with all Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interestinterest whose liabilities the Borrower is legally responsible, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have result in a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest whose liabilities the Borrower is legally responsible nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have result in a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have result in a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, or formerly owned or operated occupied by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority the occurrence of any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have result in a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s 's failure to maintain or comply with could not reasonably be expected to have result in a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, made subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have result in a Material Adverse Effect.

Appears in 1 contract

Samples: Financing Agreement (PRG Schultz International Inc)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities, that could reasonably be expected to exceed $100,000; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $100,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $100,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $25,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (vii) no Environmental Actions have notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a "potentially responsible party" or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or 36 analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 1 contract

Samples: Credit Agreement (Black Warrior Wireline Corp)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance with all Environmental Laws, except as could to matters that would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; : (iia) within the last five (5) years, no Environmental Claim has been received by any Loan Party or Material Subsidiary, and there are no Environmental Claims pending or, to any Loan Party’s knowledge, threatened which allege a violation of any Environmental Laws or any Environmental Liability, in each case relating to any Loan Party or Material Subsidiary or their respective properties or the Mortgaged Vessels, (b) each Loan Party and Material Subsidiary has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits and with all other applicable Environmental Laws, (c) to any Loan Party’s knowledge, no Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any Loan Party or Material Subsidiary or their predecessors that would reasonably be expected to give rise to any Environmental Liability or obligation of any Loan Party or Material Subsidiary under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled or controlled, disposed, transported to or Released at, on, from, to or under any location or any Mortgaged Vessel in a manner that would reasonably be expected to give rise to any Environmental Liability or obligation of any Loan Party or Material Subsidiary under any Environmental Laws or Environmental Permits, (d) there are no agreements in which any Loan Party or Material Subsidiary has expressly assumed or undertaken responsibility for any known or reasonably likely Environmental Liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the date of this Agreement, (e) there has been no Release at material written environmental assessment or audit conducted by or on behalf of any Loan Party or Material Subsidiary of any of the Mortgaged Vessels or properties currently or, to any Loan Party’s knowledge, formerly owned or operated leased by any Loan Party or a predecessor in interestMaterial Subsidiary that has not been made available to the Administrative Agent prior to the date of this Agreement, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; and (iiivi) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the any Loan Parties as Party, no Mortgaged Vessel is under investigation for a violation of the Effective Date, formerly owned OPA 90 or operated by a Loan Party has been used as charged with a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation violation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse EffectOPA 90.

Appears in 1 contract

Samples: Credit Agreement (Mariner, LLC)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the The operations of each Loan Party Group Company are in compliance with all Environmental Laws, except as for any non-compliance that could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party Group Company or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party Group Company or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party Group Company or any predecessor in interest nor does any Loan Party the Company have knowledge or notice of any threatened or pending Environmental Action against any Loan Party Group Company or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party Group Company or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective DateCompany, formerly owned or operated by a Loan Party Group Company has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party Group Company has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party Group Company holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan PartyGroup Company’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party Group Company has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures (as defined in the Financing Agreement) are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Hc2 Holdings, Inc.)

Environmental Matters. (a) Except as set forth on Schedule 6.01(rin DISCLOSURE SCHEDULE (3.17), as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $100,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $100,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $100,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; and (vii) no Environmental Actions have notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a "potentially responsible party" or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effectanalogous state statutes.

Appears in 1 contract

Samples: Credit Agreement (Layne Christensen Co)

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance with all Environmental Laws, except as could to matters that would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; : (iia) no Environmental Claim has been received by any Loan Party or Material Subsidiary, and there are no Environmental Claims pending or, to any Loan Party’s knowledge, threatened, in each case relating to any Loan Party or Material Subsidiary or their respective properties or the Mortgaged Vessels, (b) each Loan Party and Material Subsidiary is in compliance with Environmental Laws, (c) each Loan Party and Material Subsidiary has all permits, licenses and other approvals required under Environmental Laws for its operations as currently conducted (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits, (d) no Hazardous Material is located at, on or under any property currently or, to any Loan Party’s knowledge, formerly owned, operated or leased by any Loan Party or Material Subsidiary or their predecessors that would reasonably be expected to give rise to any Environmental Liability, and no Hazardous Material has been generated, used, treated, stored, handled, controlled, transported to or Released at, on, from, to or under any location or any Mortgaged Vessel in a manner that would reasonably be expected to give rise to any Environmental Liability, (e) there are no agreements in which any Loan Party or Material Subsidiary has expressly assumed or undertaken responsibility for any known or reasonably likely Environmental Liability of any other person, and (f) there has been no Release at written environmental assessment or audit conducted since January 1, 2013 (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of any Loan Party or Material Subsidiary of any of the Mortgaged Vessels or properties currently or, to any Loan Party’s knowledge, formerly owned or operated leased by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action Subsidiary that has not been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, made available to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report Administrative Agent prior to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation date of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effectthis Agreement.

Appears in 1 contract

Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)

Environmental Matters. Except as set forth on Schedule 6.01(r), (ia) the operations Each Credit Party and each of each Loan Party are their Subsidiaries is in compliance with all applicable Environmental Laws, except as could to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect; (ii) there has . All licenses, permits, registrations or approvals required for the conduct of the business of each Credit Party and each of their Subsidiaries under any Environmental Law have been no Release at secured and each Credit Party and each of their Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. No Credit Party nor any of the properties owned their Subsidiaries has received written notice, or operated by otherwise knows, that it is in any Loan respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which such Credit Party or such Subsidiary is a predecessor in interest, party or at any disposal or treatment facility which received Hazardous Materials generated by any Loan that would affect the ability of such Credit Party or such Subsidiary to operate any predecessor Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in interest which could each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of any Credit Party, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect; (iii) . There are no Environmental Action has been asserted against facts, circumstances, conditions or occurrences on any Loan Real Property now or at any time owned, leased or operated by the Credit Parties or their Subsidiaries or on any property adjacent to any such Real Property, that are known by the Credit Parties or as to which any Credit Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which such Subsidiary has received written notice, that could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect.expected:

Appears in 1 contract

Samples: Credit Agreement

Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party Slippery Rock and its Subsidiaries are in compliance with all applicable Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect; (ii) there has been except as Previously Disclosed, to Slippery Rock's knowledge, no Release at any of the properties real property (including buildings or other structures) currently or formerly owned or operated by Slippery Rock or any Loan Party of its Subsidiaries, or any property in which Slippery Rock or any of its Subsidiaries has held a security interest, Lien or a predecessor in interestfiduciary or management role ("Slippery Rock Loan Property"), has been contaminated with, or at has had any release of, any Hazardous Substance except in compliance with Environmental Laws; (iii) neither Slippery Rock nor any of its Subsidiaries could be deemed the owner or operator of, nor has it participated in the management regarding Hazardous Substances of, any Slippery Rock Loan Property that has been contaminated with, or has had any release of, any Hazardous Substance; (iv) neither Slippery Rock nor any of its Subsidiaries has any liability for any Hazardous Substance disposal or treatment facility which contamination on any third party property; (v) neither Slippery Rock nor any of its Subsidiaries has received Hazardous Materials generated by any Loan Party notice, demand letter, claim or request for information alleging any violation of, or liability under, any Environmental Law; (vi) neither Slippery Rock nor any of its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Authority or any predecessor third party relating to any Environmental Law; (vii) except as set forth in interest which Schedule 5.03(o) of the Slippery Rock Disclosure Schedule, to Slippery Rock's knowledge, there are no circumstances or conditions (including the presence of asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning, or automotive services) involving Slippery Rock or any of its Subsidiaries, any currently or formerly owned or operated property, or any Slippery Rock Loan Property, that could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted result in any claims, liability or investigations against any Loan Party Slippery Rock or any predecessor of its Subsidiaries, result in interest nor does any Loan Party have knowledge restrictions on the ownership, use, or notice transfer of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental LawsLaw, or adversely affect the value of any licenseSlippery Rock Loan Property, permit (viii) Slippery Rock has set forth in Schedule 5.03(o) of the Slippery Rock Disclosure Schedule and made available to Parent copies of all environmental reports or approval issued pursuant thereto studies, sampling data, correspondence and filings in its possession or reasonably available to it relating to Slippery Rock, its Subsidiaries and any currently owned or operated property of Slippery Rock, and (Bix) Slippery Rock has made available to Parent copies of all environmental reports or studies, sampling data, correspondence and filings in the possession or reasonably available to it relating to any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse EffectSlippery Rock Loan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Slippery Rock Financial Corp)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations of each Loan Party Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to exceed $100,000; (ii) the Credit Parties have a Material Adverse Effectobtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000, and all such Environmental Permits are valid, uncontested and in good standing; (iii) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $100,000, and no Credit Party has expressly permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (iv) there is no Litigation arising under or related to any Environmental Actions have been asserted against Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $100,000 or injunctive relief against, or that alleges criminal misconduct by, any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse EffectCredit Party; (v) no property now ornotice has been received by any Credit Party identifying it as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment “potentially responsible party” under CERCLA or disposal site for any Hazardous Materialanalogous state statutes; and (vi) no Loan Party has failed the Credit Parties have provided to report Agent copies of all existing environmental reports, reviews and audits and all written information pertaining to the proper Governmental Authority any Release which is required to be so reported by any actual or potential Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have any Credit Party and available to a Material Adverse EffectCredit Party.

Appears in 1 contract

Samples: Credit Agreement (Pioneer Drilling Co)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) the operations of each Loan Party Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance which would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $25,000; (iiiii) no the Credit Parties have obtained, and are in compliance with, all Environmental Action has been asserted against any Loan Party Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or any predecessor as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $25,000, and all such Environmental Permits are valid, uncontested and in good standing; (iviii) no Credit Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a exceed $25,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (iv) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material Adverse Effectwhich seeks damages, penalties, fines, costs or expenses in excess of $25,000 or injunctive relief, or which alleges criminal misconduct by any Credit Party; (v) no property now ornotice has been received by any Credit Party identifying it as a "potentially responsible party" or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Materialanalogous state statutes; and (vi) no Loan Party has failed the Credit Parties have provided to report Agent copies of all existing environmental reports, reviews and audits and all written information pertaining to the proper Governmental Authority any Release which is required to be so reported by any actual or potential Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 1 contract

Samples: Credit Agreement (Zomax Optical Media Inc)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r(3.17), as of the Closing Date: (i) to the operations best of each Loan Borrowers' knowledge, the Real Estate is free of contamination from any Hazardous Material except for such contamination that would not result in, or would not be reasonably likely to result in, a Material Adverse Effect; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance which would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interestresult in, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could would not be reasonably be expected likely to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have result in, a Material Adverse Effect; (iv) no the Credit Parties have obtained, and are in compliance with, all Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated Permits required by any Loan Party Environmental Laws for the operations of their respective businesses as presently conducted or any predecessor in interest as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not cause Environmental Liabilities which could would result in, or would be reasonably be expected likely to have result in, a Material Adverse Effect, and all such Environmental Permits are valid, uncontested and in good standing; (v) no property now orCredit Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to the knowledge cause any Environmental Liabilities of such Credit Party which result in, or would be reasonably likely to result in, a Material Adverse Effect and no Credit Party has permitted any current or former tenant or occupant of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for Real Estate to engage in any Hazardous Materialsuch operations; (vi) there is no Loan Party has failed Litigation arising under or related to report to the proper Governmental Authority any Release Environmental Laws, Environmental Permits or Hazardous Material which is required to be so reported seeks damages, penalties, fines, costs or expenses in excess of $50,000 or injunctive relief, or which alleges criminal misconduct by any Environmental Laws which could reasonably be expected to have a Material Adverse EffectCredit Party; (vii) each Loan no notice has been received by any Credit Party holds identifying it as a "potentially responsible party" or requesting information under CERCLA or analogous state statutes, and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with to the operation best knowledge of the business carried on by itCredit Parties, except for such licensesafter due inquiry, permits and approvals there are no facts, circumstances or conditions that may result in any Credit Party being identified as to which a Loan Party’s failure to maintain "potentially responsible party" under CERCLA or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 1 contract

Samples: Credit Agreement (Liposome Co Inc)

Environmental Matters. (a) Except as set forth on in Disclosure Schedule 6.01(r)3.17, as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $1,000,000; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $1,000,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $1,000,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $1,000,000 , and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $1,000,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (vii) no Environmental Actions have written notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a "potentially responsible party" or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 1 contract

Samples: Credit Agreement (Odyssey Healthcare Inc)

Environmental Matters. (a) Except as set forth on Schedule 6.01(rin DISCLOSURE SCHEDULE (3.17), as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $500,000; (ii) no Credit Party has caused or permitted any material Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate, except for such Releases that would not result in Environmental Liabilities that could reasonably be expected to exceed $500,000; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except for such noncompliance that would not result in Environmental Liabilities which could reasonably be expected to exceed $500,000; (iv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $500,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Credit Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of such Credit Party which could reasonably be expected to exceed $500,000; (vi) there is no pending Litigation arising under any Environmental Laws or Environmental Permits that seeks damages, penalties, fines, costs or expenses in excess of $500,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; and (vii) no notice has been received by any Credit Party identifying it as a "potentially responsible party" or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Credit Parties, there are no facts, circumstances or conditions that may result in any Credit Party being identified as a "potentially responsible party" under CERCLA or analogous state statutes, except, in each case, as has not and could not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any result in Environmental Liabilities in excess of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now or, to the knowledge of the Loan Parties as of the Effective Date, formerly owned or operated by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan Party has received any written notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to have a Material Adverse Effect$500,000.

Appears in 1 contract

Samples: Credit Agreement (Ddi Corp)

Environmental Matters. (a) Except as set forth on Schedule 6.01(rin DISCLOSURE SCHEDULE (3.17), as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and which would not result in Environmental Liabilities which could reasonably be expected to exceed $150,000; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance which would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $150,000; (iiiiv) no the Credit Parties have obtained, and are in compliance with, all Environmental Action has been asserted against any Loan Party Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or any predecessor as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $150,000, and all such Environmental Permits are valid, uncontested and in good standing; (ivv) no Credit Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $150,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (vvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material which seeks damages, penalties, fines, costs or expenses in excess of $150,000 or injunctive relief, or which alleges criminal misconduct by any Credit Party; (vii) no property now ornotice has been received by any Credit Party identifying it as a "potentially responsible party" or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Administrative Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 1 contract

Samples: Credit Agreement (Hi Rise Recycling Systems Inc)

Environmental Matters. (a) Except as set forth described in the environmental reports listed on Schedule 6.01(r)DISCLOSURE SCHEDULE (3.17) or as otherwise described on such Disclosure Schedule, as of the Closing Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not materially adversely impact the value or marketability of such Real Estate and which would not result in Environmental Liabilities which could reasonably be expected to exceed $100,000; (ii) no Credit Party has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance which would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $100,000; (iiiiv) no the Credit Parties have obtained, and are in compliance with, all Environmental Action has been asserted against any Loan Party Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or any predecessor as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any predecessor in interest Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $100,000, and all such Environmental Permits are valid, uncontested and in good standing; (ivv) no Credit Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $100,000, and no Credit Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (vvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material which seeks damages, penalties, fines, costs or expenses in excess of $100,000 or injunctive relief, or which alleges criminal misconduct by any Credit Party; (vii) no property now ornotice has been received by any Credit Party identifying it as a "potentially responsible party" or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment "potentially responsible party" under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potential Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 1 contract

Samples: Credit Agreement (Morton Industrial Group Inc)

Environmental Matters. (a) Except as set forth on Schedule 6.01(r)3.17, as of the A&R Effective Date: (i) the operations Real Estate is free of each Loan contamination from any Hazardous Material except for such contamination that would not adversely impact the value or marketability of such Real Estate and that would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000; (ii) no Credit Party has caused or suffered to occur any material Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Credit Parties are and have been in compliance with all Environmental Laws, except as could for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor result in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest Environmental Liabilities which could reasonably be expected to have a Material Adverse Effectexceed $100,000; (iiiiv) the Credit Parties have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed $100,000, and all such Environmental Permits are valid, uncontested and in good standing; (v) no Environmental Action has been asserted against any Loan Credit Party is involved in operations or any predecessor in interest nor does any Loan Party have knowledge or notice knows of any threatened facts, circumstances or pending conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Action against any Loan Liabilities of such Credit Party or any predecessor in interest which could reasonably be expected to have a Material Adverse Effectexceed $100,000; (ivvi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $100,000 or injunctive relief against, or that alleges criminal misconduct by, any Credit Party; (vii) no Environmental Actions have notice has been asserted against any facilities that may have received Hazardous Materials generated by any Loan Credit Party identifying it as a “potentially responsible party” or any predecessor in interest which could reasonably be expected to have a Material Adverse Effect; (v) no property now orrequesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties as of the Effective DateCredit Parties, formerly owned there are no facts, circumstances or operated by a Loan conditions that may result in any Credit Party has been used being identified as a treatment “potentially responsible party” under CERCLA or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to have a Material Adverse Effect; (vii) each Loan Party holds and is in compliance with all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to have a Material Adverse Effectanalogous state statutes; and (viii) no Loan Party has received any the Credit Parties have made available to the Administrative Agent copies of all existing material environmental reports, reviews and audits and all written notification pursuant information pertaining to any actual or potentially material Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made, subject to limitations or conditions, revoked, withdrawn or terminatedLiabilities, in each case, except as could not reasonably be expected case relating to have a Material Adverse Effectany Credit Party.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Thermadyne Holdings Corp /De)

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