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 (f) there are no actions, suits, claims or proceedings, pending or, to the knowledge of Loan Parties, threatened, which could cause the incurrence of expenses or costs of any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or 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 or (iii) exposure to any Hazardous Substance to the extent the same arises from the Improvements or business or operations of any Loan Party.
Appears in 3 contracts
Samples: Credit Facility Agreement (Transcat Inc), Credit Facility Agreement (Transcat Inc), Credit Facility Agreement (Transcat Inc)
Environmental Representations. Except as set forth in Schedule 9.1Borrower represents and warrants that:
(a) Neither the Improvements nor any property adjacent to the best knowledge of the Loan Parties, the Improvements are not is being and have not or has been used for, and none of the Loan Parties is engaged in, 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 such that there is no Material Adverse Effect;Laws.
(b) to the best knowledge of the Loan Parties, underground 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 The soil, subsoil, bedrock, surface water and groundwater of the Improvements are free of any Hazardous Substances;, except as permitted by Environmental Laws.
(d) to the best knowledge of the Loan Parties, there There has been no Release, nor is there the threat of a Release, 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 no Loan Party has 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 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 All Environmental Permits relating to the Loan Parties Borrower and its Subsidiaries and the Improvements have been obtained and are in full force and effect, and no .
(f) 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 .
(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; and.
(fh) there There are no actions, suits, claims or proceedings, pending or, to the knowledge of Loan Parties, or threatened, which could cause the incurrence of expenses or costs of any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance noncompliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or a Release or 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 or (iii) human exposure to any Hazardous Substance Substance, noises, vibrations or nuisances of whatever kind to the extent the same arises arise from the condition of the Improvements or business the ownership, use, operation, sale, transfer or operations of any Loan Partyconveyance thereof.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Phoenix Footwear Group Inc), Revolving Credit and Term Loan Agreement (Phoenix Footwear Group Inc)
Environmental Representations. (a) Except as set forth disclosed in Schedule 9.1Section 3.16 of the Seller Disclosure Letter:
(ai) to the best knowledge of the Loan Parties, the Improvements are not being The Business and have not been used forBusiness Assets are, and none during the three years immediately preceding the date hereof have been, in material compliance with all applicable Environmental Laws and all material permits, certifications, licenses, approvals, registrations and authorizations required by such Environmental Laws (“Environmental Permits”).
(ii) During the three years immediately preceding the date hereof, no Seller, Acquired Company or the Satair JV have received in connection with the Business or Business Assets any unresolved written notice of any violation, citation, summons, order, complaint, penalty or investigation by any Governmental Authority (A) with respect to any alleged violation by any Seller, any Acquired Company or the Loan Parties is engaged inSatair JV of any Environmental Law, (B) with respect to any alleged failure of any Seller, Acquired Company or the storage, treatment, generation, transportation, processing, handling, production Satair JV to have any Environmental Permit or (C) with respect to any disposal of any Hazardous Substance except in compliance with all Environmental Laws such that there is no Material Adverse Effect;Substance.
(biii) to During the best knowledge of three years immediately preceding 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 Partiesdate hereof, 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 unpermitted Release of any Hazardous Substance onSubstances (other than de minimis Releases not in violation of Environmental Law) by either the Business or, at any location or from facility of the Improvements Business and to Sellers’ Knowledge, any other Person that requires cleanup or remediation pursuant to Environmental Law.
(iv) During the three years immediately preceding the date hereof, he Business has not assumed, by contract, operation of law, or otherwise, any property adjacent liability of any other Person pursuant to Environmental Law that could result in any Loss or Losses to the Improvements;Business.
(ev) Sellers have provided or otherwise made available to Buyer complete copies of all Environmental Permits relating environmental reports, audits, studies, and material assessments in their possession or reasonable control related to the Loan Parties Business and the Improvements have been obtained Business Assets, including all environmental reports and are audits listed in full force Section 3.16 of the Seller Disclosure Letter.
(b) The representations and effect, warranties contained in this Section 3.16 shall be the exclusive representations and no event has occurred warranties with respect to environmental matters (including environmental liabilities or obligations, Environmental Laws, Environmental Permits and Hazardous Substances) and, notwithstanding 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 provision in this Agreement to the pastcontrary, present no other representation or future ownership, use, operation, sale, transfer or conveyance of the Improvements which require any change warranty is made 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 this Agreement with respect to the Improvements; and
(f) there are no actions, suits, claims or proceedings, pending or, to the knowledge of Loan Parties, threatened, which could cause the incurrence of expenses or costs of any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or 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 or (iii) exposure to any Hazardous Substance to the extent the same arises from the Improvements or business or operations of any Loan Partyenvironmental matters.
Appears in 2 contracts
Samples: Purchase Agreement (Aar Corp), Purchase Agreement (TransDigm Group INC)
Environmental Representations. Except as set forth in disclosed on Schedule 9.1:
(a) 6.18 to this Agreement: the best knowledge operations of the Loan PartiesBorrower and its Subsidiaries comply in all material respects with Environmental, Health or Safety Requirements of Law; the Improvements are not being Borrower and its Subsidiaries have not been used forall permits, and none licenses or other authorizations required under Environmental, Health or Safety Requirements of Law which the Loan Parties is engaged in, the storage, treatment, generation, transportation, processing, handling, production failure to obtain will or disposal of any Hazardous Substance except in compliance with all Environmental Laws such that there is no could reasonably be expected to have a 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 Effect and are in full force and effectmaterial compliance with such permits; neither the Borrower, and no event has occurred with respect to any of the Loan Parties its Subsidiaries nor any of their respective present property or the Improvements whichoperations, 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
(f) there are no actions, suits, claims or proceedings, pending or, to the Borrower'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 Borrower 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; there is not now, nor to the Borrower's or any of its Subsidiaries' knowledge has there ever been, on or in the property of Loan Partiesthe Borrower or any of its Subsidiaries any landfill, threatenedwaste pile, which could cause the incurrence of expenses underground storage tanks, aboveground storage tanks, surface impoundment or costs hazardous waste storage facility of any name kind, any polychlorinated biphenyls (PCBs) used in hydraulic oils, electric transformers or description or which seek money damagesother equipment, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by asbestos containing material; and neither the Borrower nor any Loan Party of its Subsidiaries has any applicable Environmental Law or non-compliance or alleged non-compliance material Contingent Obligation in connection with any Environmental Permit, (ii) the presence of any Hazardous Substance or a Release or the threat threatened Release of a Release of any Hazardous Substance on, at or from Contaminant into the Improvements or any property adjacent to the Improvements or (iii) exposure to any Hazardous Substance to the extent the same arises from the Improvements or business or operations of any Loan Partyenvironment.
Appears in 2 contracts
Samples: Credit Agreement (Steiner Leisure LTD), Credit Agreement (Steiner Leisure LTD)
Environmental Representations. Except as set forth in Schedule 9.1:
(ai) to the best knowledge Each of the Loan Parties, Corporation and the Improvements are not being and have not been used for, and none of the Loan Parties Material Subsidiaries is engaged in, the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance except in compliance with all applicable laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the "Environmental Laws Laws") relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances ("Hazardous Substances"), other than such that there is no non-compliance which would, individually or in the aggregate, not have a material adverse effect on the Corporation and the Material Adverse Effect;Subsidiaries, taken as a whole.
(bii) to To the best knowledge of the Loan Partiesknowledge, underground storage tanks are not information and have not been located on the Improvements except in compliance with all Environmental Laws;
(c) to the best knowledge belief of the Loan PartiesCorporation, 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 Partiesafter due inquiry, there has been no Releasenot occurred any material spills, emissions or pollution of any property of the Corporation or any Material Subsidiary (including, without limitation, the Mongolia Assets) or for which the Corporation or any Material Subsidiary is or may be responsible, nor is there the threat of a Release, Corporation or any Material Subsidiary the subject of any Hazardous Substance onoutstanding stop orders, control orders, clean-up orders or reclamation orders under applicable environmental laws and regulations.
(iii) Each of the Corporation and the Material Subsidiaries has obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the "Environmental Permits") necessary as at the date hereof for the operation of the businesses carried on or from the Improvements or any property adjacent to the Improvements which through soil, subsoil, bedrock, surface water or groundwater migration could come proposed to be located on commenced by each of the ImprovementsCorporation and the Material Subsidiaries as contemplated in the Prospectus and the Registration Statement, and no Loan Party has received each Environmental Permit is valid, subsisting and in good standing and neither the Corporation nor any form of notice Material Subsidiary is not in material default 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 breach 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, Permit 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
(f) there are no actions, suits, claims or proceedings, proceeding is pending or, to the best of the knowledge of Loan Partiesthe Corporation, threatenedafter due inquiry, which could cause the incurrence of expenses contemplated or costs of any name threatened to revoke or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance with limit any Environmental Permit, (ii) the presence of any Hazardous Substance or 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 or (iii) exposure to any Hazardous Substance to the extent the same arises from the Improvements or business or operations of any Loan Party.
Appears in 2 contracts
Samples: Agency Agreement (MANAS PETROLEUM Corp), Agency Agreement (MANAS PETROLEUM Corp)
Environmental Representations. Except as set forth in disclosed on Schedule 9.16.19 to this Agreement:
(i) the operations of the Borrower and its Subsidiaries comply in all material respects with Environmental, Health or Safety Requirements of Law;
(ii) the Borrower 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 Borrower, any of its Subsidiaries nor any of their respective present property or operations, or, to the Borrower'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 Borrower or any of its Subsidiaries, any judicial, administrative or regulatory proceeding (including enforcement proceeding), order, judgment, decree, settlement or other agreement respecting: (a) any alleged or actual material violation of Environmental, Health or Safety Requirements of Law; (b) any material 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 best Borrower's or any of its Subsidiaries' knowledge has there ever been, on or in the property of the Loan PartiesBorrower or any of its Subsidiaries any landfill, the Improvements are not being and have not been used forwaste pile, and none of the Loan Parties is engaged inunderground storage tanks, the storageaboveground storage tanks, treatment, generation, transportation, processing, handling, production surface impoundment or disposal hazardous waste or hazardous material storage facility of any Hazardous Substance except kind, any polychlorinated biphenyls (PCBs) used in hydraulic oils, electric transformers or other equipment, or any asbestos containing material nor any improperly stored, handled or disposed of contaminant of any kind not maintained or operated in compliance with all Environmental Laws such that there is no Material Adverse Effect;
(b) to the best knowledge Environmental, Health or Safety Requirements 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 ImprovementsLaw; and
(fv) there are no actions, suits, claims or proceedings, pending or, to neither the knowledge Borrower nor any of Loan Parties, threatened, which could cause the incurrence of expenses or costs of its Subsidiaries has any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance material Contingent Obligation in connection with any Environmental Permit, (ii) the presence of any Hazardous Substance or a Release or the threat threatened Release of a Release of any Hazardous Substance on, at or from Contaminant into the Improvements or any property adjacent to the Improvements or (iii) exposure to any Hazardous Substance to the extent the same arises from the Improvements or business or operations of any Loan Partyenvironment.
Appears in 2 contracts
Samples: Credit Agreement (Alion Science & Technology Corp), Credit Agreement (Alion Science & Technology Corp)
Environmental Representations. Except as disclosed in paragraph 10.2 of the Disclosure Schedule, Sellers hereby represent to Purchaser in the form of an independent undertaking, in accordance with the rules set forth in Schedule 9.1the introduction to Section 5, that:
(a) to the best knowledge as of the Loan Partiesdate hereof, no Company has received any unresolved written or, to Seller’s Knowledge, other notice or order from any governmental authority or third party, and no administrative or governmental or private action, suit, investigation or proceeding is pending and has been asserted or threatened in writing or, to Seller’s Knowledge, otherwise against any Company which alleges a violation of any Environmental Law or requires any investigation, monitoring, clean-up, securing measure or other remedial action with respect to any Environmental Contamination or any compensation payable in connection with Environmental Contamination, the Improvements are not being and have not been used for, and none costs of the Loan Parties is engaged in, the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance except which may reasonably be expected to exceed EUR 25,000 in compliance with all Environmental Laws such that there is no Material Adverse Effecteach case;
(b) to the best knowledge as of the Loan Partiesdate hereof and as of the Closing Date, underground storage tanks are not each Company has obtained all material Environmental Permits required for its operations (as presently conducted) in accordance with all applicable Environmental Laws and have not been located on the Improvements except is, in all material respects, in compliance with all the terms of such permits and Environmental Laws, and, as of the date hereof, none of the Companies has received any written or, to Seller’s Knowledge, other notice from any competent governmental authority that such authority intends to cancel or revoke or materially vary or modify (to their detriment) any Environmental Permit;
(c) to the best knowledge Seller’s Knowledge, as of the Loan Parties, the soil, subsoil, bedrock, surface water date hereof and groundwater as of the Improvements are free Closing Date, there is no spill, leakage, discharge, release, emission, injection, escape or deposit of any Hazardous SubstancesSubstance on, into or from any of the properties currently or formerly owned, leased or occupied by the Companies or their predecessors or other properties to which the Companies or their predecessors shipped or transported Hazardous Materials for treatment, handling, storage or disposal (other than in accordance with applicable Environmental Law), which requires an investigation, monitoring, clean-up, securing measure, containment or other measure to eliminate or reduce Environmental Contamination or any indemnity payment by the Companies under any Environmental Law, the costs of which exceed, in each case, an amount of EUR 25,000 (other than any such matters disclosed in the HPC Reports);
(d) to the best knowledge Seller’s Knowledge, as of the Loan Partiesdate hereof, there is no reason to believe that any Environmental Law which has been no Release, nor is there the threat of a Release, of enacted and/or adopted in 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 jurisdiction of the Improvements European Union but is not yet in effect will require the relevant Company to materially restrict its current operations or make any property adjacent material investment (except for any matters reflected in any finance plan or budget disclosed 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 ImprovementsPurchaser);
(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 as 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 date hereof and as of the Improvements which require any change in the present condition Closing Date, Seller has delivered to Purchaser copies of the Improvements or any work, repairs, construction, containment, clean upall environmental reports, investigations, studies, removal tests, audits or other remedial action or capital expenditures analyses conducted within a period of five years prior to Closing Date of any Company with respect to any property currently or formerly owned, possessed or operated by it, which are (i) made by any external environmental consultant on behalf of the Improvements; andCompanies with respect to any property, plant or material facility owned or used by the Bakelite Group or (ii) made by any such consultant or the Companies and which identify any material liability under, or material violation of, any Environmental Law or other liability or violation which could be reasonably expected to have a Material Adverse Effect.
(f) there are no actionsto Seller’s Knowledge, suitsas of the date hereof and as of the Closing Date, except as disclosed to Purchaser on the date hereof, the Companies and their predecessors have not manufactured, used or distributed asbestos containing products (excluding the use of asbestos in the construction of the plants and buildings of the Companies and their predecessors). For the purpose of determining the threshold amounts set forth in subparagraphs (a) and (c), Environmental Matters arising from substantially the same facts, subject matters or inter-related claims or proceedings, pending or, to the knowledge of Loan Parties, threatened, which could cause the incurrence of expenses or costs of any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law public authorities or non-compliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or third parties shall be deemed to be 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 or (iii) exposure to any Hazardous Substance to the extent the same arises from the Improvements or business or operations of any Loan Partysingle case.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Borden Chemical Inc)
Environmental Representations. Except as set forth in disclosed on Schedule 9.1:
(a) 6.19 to this Agreement: the best knowledge operations of the Loan PartiesBorrower and its Subsidiaries comply in all material respects with Environmental, Health or Safety Requirements of Law; the Improvements are not being Borrower and its Subsidiaries have not been used forall permits, and none licenses or other authorizations required under Environmental, Health or Safety Requirements of Law which the Loan Parties is engaged in, the storage, treatment, generation, transportation, processing, handling, production failure to obtain will or disposal of any Hazardous Substance except in compliance with all Environmental Laws such that there is no could reasonably be expected to have a 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 Effect and are in full force and effectmaterial compliance with such permits; neither the Borrower, and no event has occurred with respect to any of the Loan Parties its Subsidiaries nor any of their respective present property or the Improvements whichoperations, 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
(f) there are no actions, suits, claims or proceedings, pending or, to the Borrower'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 Borrower 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; there is not now, nor to the Borrower's or any of its Subsidiaries' knowledge has there ever been, on or in the property of Loan Partiesthe Borrower or any of its Subsidiaries any landfill, threatenedwaste pile, which could cause the incurrence of expenses underground storage tanks, aboveground storage tanks, surface impoundment or costs hazardous waste storage facility of any name kind, any polychlorinated biphenyls (PCBs) used in hydraulic oils, electric transformers or description or which seek money damagesother equipment, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by asbestos containing material; and neither the Borrower nor any Loan Party of its Subsidiaries has any applicable Environmental Law or non-compliance or alleged non-compliance material Contingent Obligation in connection with any Environmental Permit, (ii) the presence of any Hazardous Substance or a Release or the threat threatened Release of a Release of any Hazardous Substance on, at or from Contaminant into the Improvements or any property adjacent to the Improvements or (iii) exposure to any Hazardous Substance to the extent the same arises from the Improvements or business or operations of any Loan Partyenvironment.
Appears in 2 contracts
Samples: Credit Agreement (Steiner Leisure LTD), Credit Agreement (Steiner Leisure LTD)
Environmental Representations. Except as set forth in Schedule 9.1:
(a) Except as disclosed in the environmental reports and audits listed in Section 3.16 of the Seller Disclosure Letter (copies of which have been made available to Buyer prior to the best knowledge date of this Agreement):
(i) The Business Assets and the Loan Parties, the Improvements Acquired Companies 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 material compliance with all applicable Environmental Laws and all material permits, certifications, licenses, approvals, registrations and authorizations required by such that there is no Material Adverse Effect;Environmental Laws (“Environmental Permits”).
(bii) to the best knowledge None 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 PartiesSeller, the soilAcquired Companies, subsoil, bedrock, surface water and groundwater of the Improvements are free Satair JV or the Selling Subsidiaries have received in connection with the Business Assets any unresolved written notice of any Hazardous Substances;
citation, summons, order, complaint, penalty or investigation by any Governmental Authority (di) with respect to any alleged material violation by Seller, a Selling Subsidiary, an Acquired Company or the best knowledge of the Loan Parties, there has been no Release, nor is there the threat of a Release, Satair JV of any Hazardous Substance onEnvironmental Law, at or from the Improvements or (ii) with respect to any property adjacent to the Improvements which through soilalleged failure of Seller, subsoila Selling Subsidiary, 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 an Acquired Company or the threat of a Satair JV to have any material Environmental Permit or (iii) with respect to any disposal or Release of any Hazardous Substance onin amounts or concentrations requiring investigation or cleanup under Environmental Law, at or from the Improvements or any property adjacent and, to the Improvements;
(e) all Environmental Permits relating to the Loan Parties and the Improvements have been obtained and are in full force and effectSeller’s Knowledge, and no event has occurred with respect to any of the Loan Parties or the Improvements whichfacts, 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 circumstances exist with respect to the Improvements; andoperation of the Business Assets that are reasonably likely to give rise to a material liability under Environmental Laws.
(fb) there are no actionsSeller has provided complete copies of all environmental reports, suitsaudits, claims or proceedingsstudies, pending or, and material assessments in its possession related to the knowledge Business Assets prepared since January 1, 2008 by or on behalf of Loan PartiesSeller, threatenedthe Acquired Companies and the Selling Subsidiaries, which could cause including any such reports, audits, studies or assessments related to the incurrence of expenses Business Assets prepared since January 1, 2008 by or costs on behalf of any name Governmental Authority or description other third party.
(c) The representations and warranties contained in this Section 3.16 shall be the exclusive representations and warranties with respect to environmental matters (including environmental liabilities or which seek money damagesobligations, injunctive reliefEnvironmental Laws, remedial action or Environmental Permits and Hazardous Substances) and, notwithstanding any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements or any property adjacent provision in this Agreement to the Improvements contrary, no other representation or (iii) exposure warranty is made in this Agreement with respect to any Hazardous Substance to the extent the same arises from the Improvements or business or operations of any Loan Partyenvironmental matters.
Appears in 2 contracts
Samples: Purchase Agreement (Teleflex Inc), Purchase Agreement (Aar Corp)
Environmental Representations. Except The Borrower represents and warrants that, to the best of Borrowers's knowledge and except as set forth in Schedule 9.1shown on SCHEDULE 11.1:
(a) Neither the Improvements nor any property adjacent to the best knowledge of the Loan Parties, the Improvements are not is being and have not or has been used for, and none of the Loan Parties is engaged in, 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 such that there is no Material Adverse Effect;Laws.
(b) to the best knowledge of the Loan Parties, underground 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 The soil, subsoil, bedrock, surface water and groundwater of the Improvements are free of any Hazardous Substances;. 25
(d) to the best knowledge of the Loan Parties, there There has been no Release, nor is there the threat of a Release, 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 no Loan Party Borrower has 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 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 All Environmental Permits relating to the Loan Parties Borrower and the Improvements have been obtained and are in full force and effect, and no .
(f) 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 .
(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; and.
(fh) there There are no actions, suits, claims or proceedings, pending or, to the knowledge of Loan Parties, or threatened, which could cause the incurrence of expenses or costs of any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or a Release or 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 or (iii) human exposure to any Hazardous Substance Substance, noises, vibrations or nuisances of whatever kind to the extent the same arises arise from the condition of the Improvements or business the ownership, use, operation, sale, transfer or operations of any Loan Partyconveyance thereof.
Appears in 1 contract
Environmental Representations. Except as set forth in Schedule 9.1:
(a) Each Borrower represents to Bank as follows, except as disclosed on SCHEDULE 6.23 or to the best knowledge of extent the Loan Parties, contrary would not result in a Material Adverse Effect: (i) the Improvements Borrowers 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 and Borrowers have no knowledge of any circumstances which may prevent or interfere with such that compliance in the future; (ii) the Borrowers have all licenses, permits, approvals and authorizations required under applicable Environmental Laws; (iii) there are no pending or threatened claims against any of the Borrowers or any of their assets related to the failure to comply with any Environmental Laws, or any facts or circumstances which could give rise to such a claim; (iv) no facility or property now or previously owned, operated or leased by any Borrower is an Environmental Cleanup Site; (v) no Material Adverse Effect;Borrower has treated, stored, transported, handled or disposed of Hazardous Materials at or adjacent to any Environmental Cleanup Site; (vi) there are no liens or claims for cost reimbursement outstanding or threatened against any Borrower or any of their assets, or any facts or circumstances which could give rise to such a lien or claim; and (vii) there are no facts or circumstances which, under the provisions of any Environmental Laws, could restrict the use, occupancy or transferability of any of the Collateral or any of the facilities owned, leased or operated by any Borrower.
(b) Each Borrower represents and warrants to Bank as follows, except as disclosed on SCHEDULE 6.23 or to the extent the contrary would not result in a Material Adverse Effect, there are no Hazardous Materials presently located on or, to the best knowledge of the Loan Partiesits knowledge, underground storage tanks near any real property owned, leased or operated by any Borrower (collectively, "REAL PROPERTY") except for Hazardous Materials which are not and have not at all times been located on the Improvements except treated, stored, transported, handled and disposed of in compliance with all Environmental Laws;
(c) ; the Real Property is not now being used nor, to the best knowledge of its knowledge, has it ever been used in the Loan Partiespast for activities involving Hazardous Materials, including but not limited to the soiluse, subsoilgeneration, bedrockcollection, surface water and groundwater of the Improvements are free storage, treatment, or disposal of any Hazardous Substances;
(d) Materials except for Hazardous Materials which are and have at all times been treated, stored, transported, handled and disposed of in compliance with all Environmental Laws; and without limiting the generality of the foregoing, the Real Property is not being used nor, to the best knowledge of Borrowers' knowledge, has it ever been used in the Loan Parties, there has been no Release, nor is there the threat of past for a Release, of any Hazardous Substance on, at or from the Improvements or any property adjacent to the Improvements which through soil, subsoil, bedrocklandfill, 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 impoundment or other orders area for the treatment, storage or directives disposal 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
solid waste (f) there are no actions, suits, claims or proceedings, pending or, to the knowledge of Loan Parties, threatened, which could cause the incurrence of expenses or costs of any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or 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 or (iii) exposure to any Hazardous Substance to the extent the same arises from the Improvements or business or operations of any Loan Partyincluding solid waste such as sludge).
Appears in 1 contract
Samples: Loan and Security Agreement (United States Lime & Minerals Inc)
Environmental Representations. Except (a) Each of Seller and the Company hereby represents and warrants to Buyer that, except as set forth disclosed in Schedule 9.17.1:
(ai) The Seller Parties have made available to Buyer copies of all environmental reports, assessments, studies and compliance audits, and all other documents and correspondence addressing any actual, potential or alleged violation of Environmental Laws or Environmental Liabilities that relate to the best knowledge Properties that are in the possession or control of any of the Loan Seller Parties or any of their respective Affiliates;
(ii) Seller Parties have not received any notice of any pending and to the Knowledge of the Seller Parties, there are no threatened claims, demands, actions, notices of noncompliance, administrative proceedings, lawsuits, or investigations or outstanding orders, judgments, or decrees against the Improvements are not being and have not been used forCompany or relating to the Properties under any Environmental Laws, and none or claiming any personal injury, property damage, or other harm allegedly resulting from the release of the Loan Parties is engaged in, the storage, treatment, generation, transportation, processing, handling, production or disposal of exposure to any Hazardous Substance except in compliance with all Material, or otherwise arising from any violations of Environmental Laws such that there is no or concerning any Environmental Liabilities, which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect;
(biii) to the best knowledge None of the Loan Seller Parties and/or their respective Affiliates has received any notice or request for information indicating that it is a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., or any similar Law with respect to any Property or any location where substances may have been disposed from any of the Properties, or any notice of any Governmental Body’s allegation or investigation of any violation of Environmental Law;
(iv) To the Knowledge of the Seller Parties: (A) the Company holds all material Permits under Environmental Laws needed to operate the Properties as they are being operated as of the date of this Agreement (the “Environmental Permits”); (B) all such Environmental Permits are in effect; (C) no appeal or any other action is pending to revoke any such Environmental Permit, underground storage tanks are and (D) the Company has received no notice that it is not and have not been located on the Improvements except in compliance with all terms and conditions of all such Environmental LawsPermits, except where such ineffectiveness, appeal, action to revoke, or noncompliance would not reasonably be expected to result in a Material Adverse Effect;
(cv) The Company has not entered into any agreement that may require it to pay to, reimburse, guarantee, pledge, defend, indemnify or hold harmless any Person from or against any Environmental Liabilities, excluding any such agreement as to which the best knowledge of time period for making any claim against the Loan Parties, the soil, subsoil, bedrock, surface water and groundwater of the Improvements are free of any Hazardous SubstancesCompany has expired;
(dvi) To the Knowledge of Seller Parties, none of the Oil and Gas Properties operated by the Company have, or based on their operations, are required to have, a permit to operate a treatment, storage or disposal facility pursuant to the best knowledge of the Loan Partiesfederal Resource Conservation and Recovery Act, 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 notice42 U.S.C. § 6901 et seq., or bothLaws that regulate the treatment, would constitute a violation storage or disposal 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 Improvementshazardous waste; and
(fvii) there are no actions, suits, claims or proceedings, pending or, to To the knowledge Knowledge of Loan Seller Parties, threatened, which could cause none of the incurrence of expenses Properties have Hazardous Materials present or costs of any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or a Release or the threat of have had a Release of any Hazardous Substance on, at or from the Improvements or any property adjacent Materials that could give rise to the Improvements or (iii) exposure to any Hazardous Substance to the extent the same arises from the Improvements or business or operations of any Loan PartyEnvironmental Liabilities.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic American Oil Corp)
Environmental Representations. Except Seller represents that it owns a working interest in the Xxxxx but Seller does not operate any of the Xxxxx. Seller represents to Buyer as set forth in Schedule 9.1of the execution of this Agreement and as of the Closing that:
(a) to the best To its knowledge of the Loan Partiesas a non-operator, the Improvements Assets are not being in material compliance with, and have not been used foroperated in material compliance with, 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;Laws.
(b) Seller has not received a written notice of a violation of an Environmental Law, including without limitation, violations of governmental permits, licenses, approval registrations, notifications, exemptions and any other authorizations pursuant to Environmental Law (“Environmental Permits”), with respect 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;Assets that remains uncured.
(c) to To its knowledge as a non-operator, all Environmental Permits necessary for the best knowledge operation of the Loan PartiesAssets have been obtained, all such Environmental Permits are in good standing, and the soilAssets are in material compliance with, subsoiland have been operated in material compliance with, bedrock, surface water and groundwater of the Improvements are free of any Hazardous Substances;all such Environmental Permits.
(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
(f) there There are no actions, suits, claims claims, investigations, inquiries or proceedingsproceedings pending, pending or, or to the knowledge of Loan PartiesSeller, threatened, which could cause the incurrence of expenses threatened brought by or costs of before any name or description or which seek money damages, injunctive relief, remedial action court or any other remedy governmental authority with respect to the Assets that arise out of, pertain or relate to or result from (i) a violation or alleged violation by any Loan Party of remedial obligations under any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental PermitLaw, (ii) the presence violations of any Hazardous Substance Environmental Law, (iii) personal injury or property damage claims relating to a Release or threatened Release of Hazardous Materials, or (iv) response, removal, or remedial costs under the threat of Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) or any similar state law.
(e) To its knowledge as a non-operator, there has been no Release of any Hazardous Substance Materials on, at or from under any of the Improvements Assets.
(f) To its knowledge as a non-operator, no portion of the Assets is part of a site listed on the National Priorities List under CERCLA or any property adjacent similar ranking or listing under any state law.
(g) To its knowledge as a non-operator, the Assets are not currently operated or required to be operated under any compliance order, schedule, decree or agreement, any consent decree, order or agreement, or corrective action decree, order or agreement issued or entered into under any Environmental Law.
(h) To its knowledge as a non-operator, no Hazardous Materials have been generated, manufactured, stored, transported, treated, recycled, disposed of, Released or otherwise handled in any way on, at, under, or about any of the Improvements Assets, except in compliance with Environmental Laws.
(i) To its knowledge as a non-operator, no remedial or corrective action necessary to ensure compliance with Environmental Laws is contemplated, required or is being currently undertaken and no written notice or other communication has been received by Seller from any governmental authority in respect of the Assets that remedial or corrective action is or may be required pursuant to any Environmental Law.
(j) To its knowledge as a non-operator, none of the following exists on, at, in or under any of the Assets: (i) underground storage tanks, (ii) materials or equipment containing asbestos in any form or condition, (iii) exposure to materials or equipment containing any Hazardous Substance to the extent the same arises from the Improvements PCBs, or business (iv) landfills, surface impoundments, or operations of any Loan Partydisposal areas.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Magnum Hunter Resources Corp)
Environmental Representations. Except The Borrower represents and warrants that, to the best of Borrower's knowledge and except as set forth described in Schedule 9.113.1 annexed hereto:
(a) Neither the Improvements nor any property adjacent to the best knowledge of the Loan Parties, the Improvements are not is being and have not or has been used for, and none of the Loan Parties is engaged in, 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 such that there is no Material Adverse Effect;Laws.
(b) to the best knowledge of the Loan Parties, underground 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 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 There has been no Release, nor is there the threat of a Release, 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 no Loan Party Borrower has 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 improvements or any property adjacent to or within the immediate vicinity of the Improvements or any other Person 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 All Environmental Permits relating to the Loan Parties Borrower and the Improvements have been obtained and are in full force and effect, and no .
(f) 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 .
(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; and.
(fh) there There are no actions, suits, claims or proceedings, pending or, to the knowledge of Loan Parties, or threatened, which could cause the incurrence of expenses or costs of any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or a Release or 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 or (iii) human exposure to any Hazardous Substance Substance, noises, vibrations or nuisances of whatever kind to the extent the same arises arise from the condition of the Improvements or business the ownership, use, operation, sale, transfer or operations of any Loan Partyconveyance thereof.
Appears in 1 contract
Environmental Representations. Except (a) Each of the Sellers and the Company hereby represents and warrants to Buyer that, except as set forth disclosed in Schedule 9.17.1:
(ai) the Seller Parties have made available to Buyer copies of all environmental reports, assessments, studies and compliance audits, and all other documents and correspondence addressing any actual, potential or alleged violation of Environmental Laws or Environmental Liabilities that relate to the best knowledge Properties that are in the possession or control of any of the Loan Seller Parties or any of their respective Affiliates;
(ii) Seller Parties have not received any notice of any pending and to the Knowledge of the Seller Parties, there are no threatened claims, demands, actions, notices of noncompliance, administrative proceedings, lawsuits, or investigations or outstanding orders, judgments, or decrees against the Improvements are not being and have not been used forCompany or relating to the Properties under any Environmental Laws, and none or claiming any personal injury, property damage, or other harm allegedly resulting from the release of the Loan Parties is engaged in, the storage, treatment, generation, transportation, processing, handling, production or disposal of exposure to any Hazardous Substance except in compliance with all Material, or otherwise arising from any violations of Environmental Laws such that there is no or concerning any Environmental Liabilities, which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect;
(biii) none of the Seller Parties and/or their respective Affiliates has received any notice or request for information indicating that it is a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., or any similar Law with respect to any Property or any location where substances may have been disposed from any of the Properties, or any notice of any Governmental Body’s allegation or investigation of any violation of Environmental Law;
(iv) to the best knowledge Knowledge of the Loan Seller Parties: (A) the Company holds all material Permits under Environmental Laws needed to operate the Properties as they are being operated as of the date of this Agreement (the “Environmental Permits”); (B) all such Environmental Permits are in effect; (C) no appeal or any other action is pending to revoke any such Environmental Permit, underground storage tanks are and (D) the Company has received no notice that it is not and have not been located on the Improvements except in compliance with all terms and conditions of all such Environmental LawsPermits, except where such ineffectiveness, appeal, action to revoke, or noncompliance would not reasonably be expected to result in a Material Adverse Effect;
(cv) the Company has not entered into any agreement that may require it to pay to, reimburse, guarantee, pledge, defend, indemnify or hold harmless any Person from or against any Environmental Liabilities, excluding any such agreement as to which the time period for making any claim against the Company has expired;
(vi) to the best knowledge Knowledge of Seller Parties, none of the Loan PartiesOil and Gas Properties operated by the Company have, the soilor based on their operations, subsoilare required to have, bedrocka permit to operate a treatment, surface water and groundwater of the Improvements are free of any Hazardous Substances;
(d) storage or disposal facility pursuant to the best knowledge of the Loan Partiesfederal Resource Conservation and Recovery Act, 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 notice42 U.S.C. § 6901 et seq., or bothLaws that regulate the treatment, would constitute a violation storage or disposal 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 Improvementshazardous waste; and
(fvii) there are no actions, suits, claims or proceedings, pending or, to the knowledge Knowledge of Loan Seller Parties, threatened, which could cause none of the incurrence of expenses Properties have Hazardous Materials present or costs of any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or a Release or the threat of have had a Release of any Hazardous Substance on, at or from the Improvements or any property adjacent Materials that could give rise to the Improvements or (iii) exposure to any Hazardous Substance to the extent the same arises from the Improvements or business or operations of any Loan PartyEnvironmental Liabilities.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic American Oil Corp)
Environmental Representations. Except as set forth in Schedule 9.1disclosed on SCHEDULE 3.22:
(ai) 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 TCD has complied in compliance all material respects 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 has applied for 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 required in connection with its business and the Improvements have been obtained and are operations. SCHEDULE 3.22 sets forth a list of all such Environmental Permits, each of which is in full force and effect. No suspension or cancellation is threatened and the Parent and TCD have no knowledge or information that any such Environmental Permit will not be renewable upon expiration. Except as set forth on SCHEDULE 3.22, each such Environmental Permit will continue to be in full force and effect immediately following the Closing, and the consummation of the transactions contemplated herein will not conflict with, result in a violation or breach of, or constitute a default under any such Environmental Permit.
(ii) No notice, notification, demand, request for information, citation, summons or order has been issued, no event complaint has occurred been filed, no penalty has been assessed and to the knowledge of TCD and the Parent no investigation or review is pending, or threatened by any governmental or other entity 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 (A) alleged violation by TCD of any applicable Environmental Law or non-compliance with liability thereunder, (B) alleged failure by TCD to have any Environmental PermitPermit or other authorization required under any Environmental Law or (C) any use, generation, treatment, storage, recycling or Release of any Hazardous Substance.
(iii) (A) to the knowledge of each of the Sellers no polychlorinated biphenyls or urea formaldehyde is or has been present at any property now or previously owned or leased by TCD; (B) to the knowledge of each of the Sellers no asbestos is or has been present at any property now or previously owned or leased by TCD; (C) to the knowledge of each of the Sellers there are not underground storage tanks for Hazardous Substances, active or abandoned, at any property now or previously owned or leased by TCD; (D) to the knowledge of each of the Sellers no agreementsHazardous Substance has been Released at, consent orderson or under any property now or previously owned or leased by TCD and (E) to the knowledge of each of the Sellers no Hazardous Substance has been Released or is present, decreesin a reportable or threshold planning quantity, judgmentswhere such a quantity has been established by statute, license ordinance, rule, regulation or permit conditions order, at, on or other orders under any property now or directives previously owned by TCD.
(iv) TCD has not transported or arranged for the transportation (directly or indirectly) of any federalHazardous Substance to any location which is listed or proposed for listing under CERCLA, or on any similar state list or which is the subject of Federal, state or local courtenforcement actions or other investigations which may lead to claims against Buyer for clean-up costs, governmental agency or authority relating to the pastassessments, 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 remedial work, repairsdamages to natural resources or for personal injury claims, constructionincluding, containmentbut not limited to, clean up, investigations, studies, removal or other remedial action or capital expenditures with respect to the Improvements; andclaims under CERCLA.
(fv) there No oral or written notification of a Release of a Hazardous Substance has been filed by or on behalf of TCD and no property now or previously owned or leased by TCD is listed or, to TCD's or a Parent's knowledge, proposed for listing, on the National Priorities List promulgated pursuant to CERCLA or on any similar state list of sites requiring investigation or clean-up.
(vi) There are no actionsenvironmental Liens on any of TCD's assets, suits, claims or proceedings, pending or, and to the knowledge of Loan Parties, threatened, which each of the Sellers no governmental actions have been taken or are in process that could cause the incurrence subject any of expenses such assets to such Liens. TCD would not be required to place any notice or costs of any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate restriction relating to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, Substances at or from the Improvements or any property adjacent used in connection with the operation of its business in any deed to such property.
(vii) There has been no environmental investigation, study, audit, test, review or other analysis conducted by, or on behalf of Parent or TCD, or which are in the possession or under the control of Parent or TCD in relation to any property or facility now or previously owned or leased by TCD which has not been delivered to Buyer at least ten (10) days prior to the Improvements date hereof.
(viii) There are no Environmental Liabilities of which either Seller has knowledge that will or may reasonably be expected to have a Material Adverse Effect.
(iiiix) exposure to For purposes of this Section 3.22, the term "TCD" shall include any Hazardous Substance to the extent the same arises from the Improvements business or business entity (including a corporation) which is a predecessor, in whole or operations in part, of any Loan PartyTCD.
Appears in 1 contract
Environmental Representations. Except as set forth Each Loan Party, after due inquiry and investigation in Schedule 9.1:
accordance with good commercial or customary practices to determine whether contamination is present on its Project or elsewhere in connection with any activity on its Project, hereby represents and warrants to, and covenants with, Administrative Agent and Lenders, without regard to whether they have or hereafter obtain any knowledge or report of the environmental condition of its Project (a) to during the best knowledge period of the Loan PartiesProject Owner's ownership of the Project, the Improvements are not being and have such Project has not been used forfor industrial or manufacturing purposes, and none of the Loan Parties is engaged infor landfill, the dumping or other waste disposal activities or operations, for generation, storage, use, sale, treatment, generation, transportation, processing, handling, production recycling or disposal of any Hazardous Substance except in compliance with all Environmental Laws Material, for underground or aboveground storage tanks, or for any other use that could reasonably be expected to give rise to the release of any Hazardous Material on such that there is Project; to the best of such Person's knowledge, no Material Adverse Effect;
such use of such Project occurred at any time prior to the period of the Project Owner's ownership of the Project; and to the best of such Person's knowledge, no such use on any adjacent property occurred at any time prior to the date hereof; (b) to the best knowledge of such Person's knowledge, there is no Hazardous Material, storage tank (or similar vessel) whether underground or otherwise, sump or well currently on the Project, except those that are naturally occurring, installed by public utilities or used in the ordinary course of operation or occupancy of the Loan Parties, underground storage tanks are not Project and have not been located on the Improvements except in compliance accordance with all applicable Environmental Laws;
Requirements; (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 has knowledge of any Environmental Claim or any completed, pending or proposed or threatened investigation or inquiry from concerning the presence or release of any federalHazardous Material on any of the Project or any adjacent property or concerning whether any condition, use or activity on any of the Project or any adjacent property is in violation of any Environmental Requirement; (d) the present conditions, uses and activities on the Project do not violate any Environmental Requirement and the use of the Project which the owner of such Project (and each Tenant, if any) makes and intends to make of the Project complies and will comply with, in all material respects, all applicable Environmental Requirements; (e) the Project does not appear on and to the best of such Person's knowledge has never been on the National Priorities List, any federal or state "superfund" or "superlien" list, or any other list or database of properties maintained by any local, state or local governmental federal agency or authority, any operator, tenant, subtenant, licensee department showing properties which are known to contain or occupant which are suspected of the Improvements or any property adjacent to or within the immediate vicinity of the Improvements or any other Person with regard to containing 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;
Material; (ef) all Environmental Permits no Loan Party has ever applied for and been denied environmental impairment liability insurance coverage relating to the Project; and (g) no Loan Parties and the Improvements have been Party has obtained and are in full force and effector is required to obtain any permit or authorization to construct, and no event has occurred with respect to occupy, operate, use or conduct any activity on 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 Project by reason 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
(f) there are no actions, suits, claims or proceedings, pending or, to the knowledge of Loan Parties, threatened, which could cause the incurrence of expenses or costs of any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or 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 or (iii) exposure to any Hazardous Substance to the extent the same arises from the Improvements or business or operations of any Loan PartyRequirement.
Appears in 1 contract
Samples: Credit Agreement (Behringer Harvard Short Term Opportunity Fund I Lp)
Environmental Representations. (a) Except as set forth in disclosed on Schedule 9.1:11.13(a):
(ai) to the best knowledge of the Loan PartiesSellers’ Knowledge, the Improvements are not being and have not been used forsince October 10, and 2006, none of the Loan Parties is engaged in, the storage, treatment, generation, transportation, processing, handling, production or disposal of Group Companies have breached 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;
(ii) there are not, and, since October 10, 2006, there have not been, actions or investigations before or by any Governmental Authority pending or, to the Sellers’ Knowledge, threatened against the Group Companies alleging a violation of or liability under any Environmental Law; and
(iii) the Group Companies have not received any unresolved written notice of any order, complaint, penalty, claim, investigation or review by any Governmental Authority with respect to any violation or alleged violation of any applicable Environmental Law.
(b) The Sellers have provided to the Purchaser copies of all environmental reports, assessments, and investigations related to the Group Companies in the possession, custody or control of the Sellers or the Group Companies.
(c) to To the best knowledge of the Loan PartiesSellers’ Knowledge and since October 10, 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 Parties2006, there has been no Releaserelease of hazardous, nor is there the threat of a Release, of any Hazardous Substance toxic or polluting substance on, at under or from the Improvements properties or any property adjacent sites owned, leased or operated by the Group Companies that requires a response action under applicable Environmental Laws or that could reasonably be expected to result in Environmental Liabilities for the Improvements which through soilGroup Companies, subsoilother than as disclosed in the abovementioned reports.
(d) Since October 10, bedrock2006, surface water or groundwater migration could come to be located on the Improvementsthere has been no amendments, and no Loan Party has received any form of notice or inquiry from any federalagreements, 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 waivers or any other Person with regard to a Release arrangements that terminate or modify or alter any of the threat rights of a Release the Group Companies under such clauses of any Hazardous Substance on, at or from the Improvements or any property adjacent to the Improvements;Goodyear Contracts which provide for environmental indemnification rights.
(e) all Environmental Permits relating to The representations contained in this Article 11.13 shall be the Loan Parties exclusive representations and the Improvements have been obtained and are in full force and effect, and no event has occurred warranties with respect to any environmental matters (including, without limitation, Environmental Liabilities and compliance with applicable Environmental Laws). If a fact or event constitutes at the same time a breach of the Loan Parties or the Improvements which, with the passage of time or the giving of notice, or both, would constitute representations contained in this Article 11.13 and a violation breach of any applicable other representations and warranties contained in this Agreement, then, if such fact or event primarily relates to Environmental Law or non-compliance with any Environmental Permit; there are no agreementsLiabilities, 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 it shall be deemed to the past, present or future ownership, use, operation, sale, transfer or conveyance constitute only a breach of the Improvements which require any change representations contained 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
(f) there are no actions, suits, claims or proceedings, pending or, to the knowledge of Loan Parties, threatened, which could cause the incurrence of expenses or costs of any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or 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 or (iii) exposure to any Hazardous Substance to the extent the same arises from the Improvements or business or operations of any Loan Partythis Article 11.13.
Appears in 1 contract
Environmental Representations. Except as expressly identified in the Pilko Environmental Report and except for such matters which, individually, are not reasonably likely to result in or require remedial activities or fines or penalties in excess of $10,000:
(i) Except as set forth on Schedule 2(i)(u) hereto, to the best knowledge of the Lessee, the Lessee, the Facility, the Additional Property and other Property and Equipment are in compliance with, and have at all times been in compliance with, applicable Environmental Requirements with respect to the business and operations of the Facility, the Additional Property and any other Property and Equipment, and no material capital expenditures are anticipated to maintain or achieve compliance with Environmental Requirements;
(ii) The Lessee has obtained or has taken appropriate and timely steps, as required by Environmental Requirements, to obtain all Environmental Approvals required in connection with the ownership and operation of the Facility, the Additional Property and other Property and Equipment, all such Environmental Approvals already obtained are in good standing, and the Lessee and the Facility, the Additional Property or such other Property and Equipment are currently in material compliance with all terms and conditions of such Environmental Approvals. To the best knowledge of the Lessee, no change in the facts or circumstances reported or assumed in the applications for or the granting of such Environmental Approvals exists. There are not any proceedings pending or, to the best knowledge of the Lessee, threatened which would jeopardize the validity of any such Environmental Approvals;
(iii) Except as set forth on Schedule 2(i)(u) hereto, the Lessee has not received from any party, and has no knowledge of, any written notice of violation of, or potential liability under, any Environmental Requirement or any written request for information with respect thereto, nor has the Lessee been notified or is otherwise aware that it or any predecessor in interest or title is a potentially responsible party under the Federal Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") or any similar state law with respect to the Facility, the Additional Property or any other Property or Equipment;
(iv) Except as set forth on Schedule 2(i)(u) hereto, with respect to the business and operations of the Facility, the Additional Property and any other Property and Equipment, the Lessee is not subject to any outstanding judgment, decree or judicial order relating to compliance with any Environmental Requirement or to investigation or cleanup of Contaminants under any applicable Environmental Requirement;
(v) Except as set forth in Schedule 9.1:
(a2(i)(u) hereto, there are no claims, actions, proceedings or investigations pending, or, to the best knowledge of the Loan PartiesLessee, threatened against or relating to the Lessee, the Improvements are not being and have not been used for, and none of the Loan Parties is engaged inFacility, the storageAdditional Property or any other Property and Equipment, treatmentwith respect to the exposure at the Facility, generation, transportation, processing, handling, production or disposal the Additional Property and such other Property and Equipment of any Hazardous Substance except in compliance with all person to Contaminants, or otherwise arising under Environmental Laws such that there is no Material Adverse EffectRequirements;
(bvi) No Environmental Lien has attached to any portion of the Facility, the Additional Property or other Property and Equipment;
(vii) Except as set forth on Schedule 2(i)(u) hereto, to the best knowledge of the Loan PartiesLessee, underground storage tanks are not there has been no Release of any Contaminants for which a Remedial Action must be taken at, to, under, from or affecting the Facility, the Additional Property or other Property and have not been located on the Improvements except in compliance with all Environmental LawsEquipment;
(cviii) To the best knowledge of the Lessee, there is not constructed, placed, deposited, stored, disposed nor located on, under or affecting the Facility, the Additional Property or other Property and Equipment any asbestos in any form which has become or threatens to become friable in violation of Environmental Requirements;
(ix) Except as set forth on Schedule 2(i)(u) hereto, to the best knowledge of the Loan PartiesLessee, the soilunderground and above-ground storage tanks (whether or not currently in use), subsoillocated on, bedrockunder or affecting the Facility, surface water the Additional Property, the Facility Site or other Property and groundwater of the Improvements Equipment are free of any Hazardous Substancesin compliance with applicable Environmental Requirements;
(dx) to Based on the best knowledge review by the Lessee and its agents of the Loan Partiesmatters referred to in Schedule 2(i)(u) hereto, there the Lessee 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 reason 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 believe as of the Improvements date of this Lease that such matters, individually or any property adjacent in the aggregate, could reasonably be expected to or within have a material adverse effect on (1) the immediate vicinity ability of the Improvements or any other Person with regard Lessee to a Release observe and perform its obligations under this Lease or the threat of other Operative Documents to which it is a Release of any Hazardous Substance onparty in a timely manner, at or from (2) 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 ability of the Loan Parties or Guarantor to perform its obligations under the Improvements which, with the passage of time or the giving of notice, or both, would constitute Guaranty in 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
(f) there are no actions, suits, claims or proceedings, pending or, to the knowledge of Loan Parties, threatened, which could cause the incurrence of expenses or costs of any name or description or which seek money damages, injunctive relief, remedial action or any other remedy that arise out of, relate to or result from (i) a violation or alleged violation by any Loan Party of any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental Permittimely manner, (ii3) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance onbusiness, at or from the Improvements or any property adjacent to the Improvements or (iii) exposure to any Hazardous Substance to the extent the same arises from the Improvements or business assets, properties, financial condition or operations of any Loan Partythe Guarantor, (4) the rights or interests of the Lessor or the Related Assignee under this Lease or the applicable Financing Arrangements or (5) the leasing, ownership or value of the Facility.
Appears in 1 contract
Samples: Lease Agreement (Keyspan Corp)
