Environmental Representations. Except as disclosed on Schedule 5.17 to this Agreement:
(i) the operations of the Company and its Subsidiaries comply in all material respects with Environmental, Health or Safety Requirements of Law;
(ii) the Company and its Subsidiaries have all material permits, licenses or other authorizations required under Environmental, Health or Safety Requirements of Law and are in material compliance with such permits;
(iii) neither the Company, any of its Subsidiaries nor any of their respective present property or operations, or, to the Company’s or any of its Subsidiaries’ knowledge, any of their respective past property or operations, are subject to or the subject of, any investigation known to the Company or any of its Subsidiaries, any judicial or administrative proceeding, order, judgment, decree, settlement or other agreement respecting: (A) any material violation of Environmental, Health or Safety Requirements of Law; (B) any remedial action; or (C) any material claims or liabilities arising from the Release or threatened Release of a Contaminant into the environment;
(iv) there is not now, nor to the Company’s or any of its Subsidiaries’ knowledge has there ever been, on or in the property of the Company or any of its Subsidiaries any landfill, waste pile, underground storage tanks, aboveground storage tanks, surface impoundment or hazardous waste storage facility of any kind, any polychlorinated biphenyls (PCBs) used in hydraulic oils, electric transformers or other equipment, or any asbestos containing material; and
(v) neither the Company nor any of its Subsidiaries has any material Contingent Obligation in connection with any Release or threatened Release of a Contaminant into the environment.
Environmental Representations. Except as set forth in Schedule 9.1:
(a) to the best knowledge of the Loan Parties, the Improvements are not being and have not been used for, and none of the Loan Parties is engaged in, the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance except in compliance with all Environmental Laws such that there is no Material Adverse Effect;
(b) to the best knowledge of the Loan Parties, underground storage tanks are not and have not been located on the Improvements except in compliance with all Environmental Laws;
(c) to the best knowledge of the Loan Parties, the soil, subsoil, bedrock, surface water and groundwater of the Improvements are free of any Hazardous Substances;
(d) to the best knowledge of the Loan Parties, there has been no Release, nor is there the threat of a Release, of any Hazardous Substance on, at or from the Improvements or any property adjacent to the Improvements which through soil, subsoil, bedrock, surface water or groundwater migration could come to be located on the Improvements, and no Loan Party has received any form of notice or inquiry from any federal, state or local governmental agency or authority, any operator, tenant, subtenant, licensee or occupant of the Improvements or any property adjacent to or within the immediate vicinity of the Improvements or any other Person with regard to a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements or any property adjacent to the Improvements;
(e) all Environmental Permits relating to the Loan Parties and the Improvements have been obtained and are in full force and effect, and no event has occurred with respect to any of the Loan Parties or the Improvements which, with the passage of time or the giving of notice, or both, would constitute a violation of any applicable Environmental Law or non-compliance with any Environmental Permit; there are no agreements, consent orders, decrees, judgments, license or permit conditions or other orders or directives of any federal, state or local court, governmental agency or authority relating to the past, present or future ownership, use, operation, sale, transfer or conveyance of the Improvements which require any change in the present condition of the Improvements or any work, repairs, construction, containment, clean up, investigations, studies, removal or other remedial action or capital expenditures with respect to the Improvements; and...
Environmental Representations. (a) No Loan Party has received any written notice of any violation of any Environmental Law(s) that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and no Loan Party is a party to any litigation or administrative proceeding, nor, so far as is known by Borrower, is any litigation or administrative proceeding threatened against any Loan Party which, in any case, (i) asserts or alleges that any Loan Party violated any Environmental Law(s), (ii) asserts or alleges that any Loan Party is required to clean up, remove or take any other remedial or response action due to the disposal, depositing, discharge, leaking or other release of any Hazardous Materials, or (iii) asserts or alleges that any Loan Party is required to pay all or a portion of any past, present or future clean-up, removal or other remedial or response action which arises out of or is related to the disposal, depositing, discharge, leaking or other release of any Hazardous Materials by any Loan Party, and which, with respect to clauses (i), (ii) or (iii) above, either singularly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(b) To Borrower’s knowledge, there are no conditions existing currently which could reasonably be expected to subject any Loan Party to damages, penalties, injunctive relief or clean-up costs under any applicable Environmental Law(s), or which require, or are likely to require, clean-up, removal, remedial action or other response pursuant to any applicable Environmental Law(s) by any Loan Party, and which, in any case, either singularly or in aggregate, could reasonably be expected to have a Material Adverse Effect.
(c) No Loan Party is subject to any judgment, decree, order or citation related to or arising out of any applicable Environmental Law(s), which, either singularly or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and, to Borrower’s knowledge, no Loan Party has been named or listed as a potentially responsible party by any Governmental Authority in any matter arising under any applicable Environmental Law(s), except as disclosed in Schedule 3.17 as of the Effective Date, and, in the event that any such matters are disclosed in said Schedule 3.17 they will not, either singularly or in the aggregate, have a Material Adverse Effect.
(d) Each Loan Party has all permits, licenses and approvals required under applicable Environmental Laws, exce...
Environmental Representations. To the best of each Borrowers' knowledge and belief, upon reasonable and good faith inquiry exercised with due diligence and in accordance with normal industry standards:
(a) Borrowers are not subject to any liability or obligation relating to (i) the environmental conditions on, under or about the Collateral, including, without limitation, the soil and ground water conditions at the location of any of such Borrowers' properties, or (ii) the use, management, handling, transport, treatment, generation, storage, disposal, release or discharge of any Polluting Substance;
(b) Borrowers have not obtained and are not required to obtain or make application for any permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, facilities, fixtures and equipment forming a part of the Collateral by reason of any Environmental Laws;
(c) Borrowers have taken reasonable steps to determine and have determined, to the best of such Borrowers' knowledge, that no Polluting Substances have been disposed of or otherwise released on, onto, into, or from the Collateral (the term "release" shall have the meanings specified in CERCLA/SXXX, and the term "disposal" or "disposed" shall have the meanings specified in RCRA/HSWA; provided, in the event either CERCLA/SXXX or RCRA/HSWA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment and provided further, to the extent that the laws of any State or Tribunal establish a meaning for "release," "disposal" or "disposed" which is broader than that specified in CERCLA/SXXX, RCRA/HSWA or other Environmental Laws, such broader meaning shall apply) that causes, creates or results in a Material Adverse Change or a material adverse effect on any Borrower or its financial capabilities or the Mortgaged Properties;
(d) There are no PCB's or asbestos-containing materials, whether in the nature of thermal insulation products such as pipe boiler or breech coverings, wraps or blankets or sprayed-on or troweled-on products in, on or upon the Collateral; and
(e) There is no urea formaldehyde foam insulation ("UFFI") in, on or upon the Collateral.
Environmental Representations. Neither Borrower nor any of its Subsidiaries has reviewed any notice of any violation of any Environmental Law(s); and neither Borrower nor any of its Subsidiaries is a party to any litigation or administrative proceeding, nor, so far as is known by Borrower, is any litigation or administrative proceeding threatened against Borrower or any of its Subsidiaries which, in any case, (i) asserts or alleges that Borrower or any of its subsidiaries violated any Environmental Law(s), (ii) asserts or alleges action due to the disposal, depositing, discharge, leaking or other release of any hazardous materials, or (iii) asserts or alleges that Borrower or any of its Subsidiaries is required to pay all or a portion of any past, present or future clean-up, removal or other remedial or response action which arises out of or is related to the disposal, depositing, discharge, leaking or other release of any hazardous materials by Borrower or any of its Subsidiaries, and which, either singularly or in the aggregate, could have a Material Adverse Effect upon the business, operations, condition (financial or otherwise), performance or properties of Borrower or any of its Subsidiaries. To the best of Borrower's knowledge, there are no conditions existing currently which could subject Borrower or any of its Subsidiaries to damages, penalties, injunctive relief or clean-up costs under any applicable Environmental Law(s), or which require, or are likely to require, clean-up, removal, remedial action or other response pursuant to any applicable environmental Law(s) by Borrower or any of its Subsidiaries, and which, in any case, either singularly or in aggregate, could have a Material Adverse Effect upon the business, operations, conditions (financial or otherwise), performance or operations of Borrower or any of its Subsidiaries. Neither Borrower nor any of its Subsidiaries is subject to any judgment, decree, order or citation related to or arising out of any applicable Environmental Law(s) which either singularly or in the aggregate, could have a Material Adverse Effect upon the business, operations, conditions (financial or otherwise), performance or operations of Borrower or any of its Subsidiaries; and, to the best of Borrower's knowledge, neither Borrower nor any of its subsidiaries has been named or listed as a potentially responsible party by any governmental body or agency in any matter arising under any applicable Environmental Law(s). Borrower and each of its Subsidiar...
Environmental Representations. Indemnitor hereby represents and warrants that except as set forth in the Environmental Reports, (a) Indemnitor has not engaged in or knowingly permitted any operations or activities upon, or any use or occupancy of the Property, or any portion thereof, for the purpose of or in any way involving the handling, manufacture, treatment, storage, use, generation, release, discharge, refining, dumping or disposal of any Hazardous Materials on, under, in or about the Property, or transported any Hazardous Materials to, from or across the Property, except in all cases in material compliance with Environmental Laws and only in the course of maintenance, renovation, construction, repair and other legitimate business operations at the Property; (b) to Indemnitor’s knowledge, no tenant, occupant or user of the Property, or any other Person, has engaged in or permitted any operations or activities upon, or any use or occupancy of the Property, or any portion thereof, for the purpose of or in any material way involving the handling, manufacture, treatment, storage, use, generation, release, discharge, refining, dumping or disposal of any Hazardous Materials on, in or about the Property, or transported any Hazardous Materials to, from or across the Property, except in all cases in material compliance with Environmental Laws and only in the course of maintenance, renovation, construction, repair and other legitimate business operations at the Property; (c) no Hazardous Materials are presently constructed, deposited, stored, or otherwise located on, under, in or about the Property except in material compliance with Environmental Laws; (d) to Indemnitor’s knowledge, no Hazardous Materials have migrated from the Property upon or beneath other properties which would reasonably be expected to result in material liability for Mortgage Borrower, any Mezzanine Borrower, or Indemnitor; and (e) to Indemnitor’s knowledge, no Hazardous Materials have migrated or threaten to migrate from other properties upon, about or beneath the Property which would reasonably be expected to result in material liability for Mortgage Borrower, any Mezzanine Borrower, or Indemnitor.
Environmental Representations. No Loan Party has used Hazardous Materials on, in, under or otherwise affecting any real or personal property now or at any time owned, occupied or operated by such Person or upon which such Person has a place of business which, in any manner, violates any Environmental Law, to the extent any such violation could result in a Material Adverse Effect, and to the best of Borrower's knowledge, no prior or current owner, occupant or operator of any of such property does or has used any Hazardous Materials on or affecting such property in any manner which violates any Environmental Law to the extent that any such violation could result in a Material Adverse Effect. No Loan Party has received any notice of any violation of any Environmental Law, and to the best knowledge of the Borrower, there have been no actions commenced or threatened by any Person against any such property or against any Loan Party for non-compliance with any Environmental Law which could result in a Material Adverse Effect.
Environmental Representations. Borrower represents and warrants that:
(a) Neither the Improvements nor any property adjacent to the Improvements is being or has been used for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site or for the storage of petroleum or petroleum based products except in compliance with all Environmental Laws.
(b) Underground storage tanks are not and have not been located on the Improvements except in compliance with all Environmental Laws
(c) The soil, subsoil, bedrock, surface water and groundwater of the Improvements are free of any Hazardous Substances, except as permitted by Environmental Laws.
(d) There has been no Release, nor is there the threat of a Release of any Hazardous Substance on, at or from the Improvements or any property adjacent to or within the immediate vicinity of the Improvements which through soil, subsoil, bedrock, surface water or groundwater migration could come to be located on the Improvements, and the Borrower and its Subsidiaries have not received any form of notice or inquiry from any federal, state or local governmental agency or authority, any operator, tenant, subtenant, licensee or occupant of the Improvements or any property adjacent to or within the immediate vicinity of the Improvements or any other person with regard to a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements or any property adjacent to the Improvements.
(e) All Environmental Permits relating to the Borrower and its Subsidiaries and the Improvements have been obtained and are in full force and effect.
(f) No event has occurred with respect to the Improvements which, with the passage of time or the giving of notice, or both, would constitute a violation of any applicable Environmental Law or non-compliance with any Environmental Permit.
(g) There are no agreements, consent orders, decrees, judgments, license or permit conditions or other orders or directives of any federal, state or local court, governmental agency or authority relating to the past, present or future ownership, use, operation, sale, transfer or conveyance of the Improvements which require any change in the present condition of the Improvements or any work, repairs, construction, containment, clean up, investigations, studies, removal or other remedial action or capital expenditures with respect to the Improvements.
(h) There are no ac...
Environmental Representations. To the knowledge of NAI except as otherwise disclosed in the Environmental Report: (i) no Hazardous Substances Activity has occurred prior to the Effective Date; (ii) no owner or operator of the Property has reported or been required to report any release of any Hazardous Substances on or from the Property pursuant to any Environmental Law; and (iii) no owner or operator of the Property has received from any federal, state or local governmental authority any warning, citation, notice of violation or other communication regarding a suspected or known release or discharge of Hazardous Substances on or from the Property or regarding a suspected or known violation of Environmental Laws concerning the Property. Further, NAI represents that to its knowledge, the Environmental Report taken as a whole is not misleading or inaccurate in any material respect.
Environmental Representations. Tenant shall not use, or permit the Property to be used, in a manner that violates any applicable federal, state or local law, regulation or ordinance now or hereafter in force. This includes, but is not limited to, any law, regulation or ordinance pertaining to air or water quality or emissions; the handling, transportation, storage, treatment, usage or disposal of toxic or hazardous substances; or any other environmental matters. Compliance shall be at the sole cost and expense of Tenant, its agents, employee, contractors or invitees. Tenant shall immediately notify the Landlord of any spills, releases or other potential failures to comply with applicable environmental laws and regulations, and of any inspections, notices, orders, fines or communications originating from environmental regulatory agencies. Landlord, its officers, employees, contractors or agents shall have the right but not the duty to inspect the premises, including Ternant’s records pertaining to environmental compliance, and conduct any sampling or tests necessary to verify Tenant’s compliance with applicable environmental law or regulations and this Lease. If Tenant is found to be in violation of this Lease or any applicable law or regulation, or if environmental contamination is detected, Tenant shall be responsible for all costs associated with such contamination or noncompliance. Tenant agrees to indemnify, defend and hold Landlord and its officers, directors, employees, contractors and agents harmless from all costs or liabilities arising from any environmental contamination or noncompliance with any applicable federal, state or local environmental law, regulation or ordinance now or hereafter in force, resulting from the operations of the Tenant, its agents, employees, contractors or invitees. This indemnification includes, without limitation, all claims, judgments, damages (including natural resource damages), penalties, fines and costs incurred in connection with any site investigation to determine the presence or extent of any contamination, as well as the costs of any cleanup, removal or remedial work, whether or not it is required by any regulatory agency. Such costs shall include reasonable environmental consultant’s and attorney fees. This indemnification shall survive the expiration or earlier termination of this Lease.
