No Environmental Liability. The Banks shall be satisfied that neither the Borrowers nor AMB LP, AMB, nor any Consolidated Subsidiary, is subject to any present or contingent environmental liability which could have a Material Adverse Effect and Guarantors shall have delivered a certificate so stating;
No Environmental Liability. There shall be no reasonable basis for any proceeding, claim or action of any nature seeking to impose, or that could result in the imposition on Company or any Company Subsidiary of, any liability relating to the release of hazardous substances as defined under any local, state or federal environmental statute, regulation or ordinance including, without limitation, CERCLA, which has had or could reasonably be expected to have a material adverse effect upon Company and its subsidiaries taken as a whole.
No Environmental Liability. The Administrative Agent will not be liable to any Person for any Environmental Law or any actions, suits, proceedings or claims, including any contribution actions, under any federal, state or local law, rule or regulation by reason of the Administrative Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any presence, discharge or release or threatened discharge or release of any Hazardous Materials. In the event that the Administrative Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Administrative Agent’s sole discretion may cause the Administrative Agent to be considered an “owner or operator” under any Environmental Law or otherwise cause the Administrative Agent to incur, or be exposed to, any liability in connection with any Environmental Law or any liability under any other federal, state or local law, the Administrative Agent reserves the right, instead of taking such action, either to resign as Administrative Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver.
No Environmental Liability. On the Effective Date, except to the extent set forth in the Environmental Settlement Documents and the Plan, New Tronox shall have no liabilities or obligations under any environmental, health or safety laws arising out of or related to facts, events or circumstances occurring or in existence prior to the Effective Date other than such liabilities or obligations arising out of or related to the ownership or operation of the real property owned or leased by New Tronox.
No Environmental Liability. To the knowledge of the Credit Parties, as at the Effective Date, none of the Credit Parties has any liability resulting from:
(i) a violation of any Environmental Law; or
(ii) any Release, other than liabilities which, individually or in the aggregate:
(iii) would not reasonably be expected to exceed $5,000,000 and for which adequate reserves for the payment thereof as required by GAAP have been provided; and
(iv) could not reasonably be expected to result in Remedial Obligations of any one or more Credit Parties having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such potential liability.
No Environmental Liability. On the Effective Date, except to the extent set forth in the Environmental Settlement Documents, the First Amended Plan or Schedule 8(b)(xv) attached hereto, the Company shall have no material liabilities or material obligations under any environmental, health or safety Laws arising out of or related to facts, events or circumstances occurring or in existence prior to the Effective Date.
No Environmental Liability. Notwithstanding anything to the contrary in this Agreement, (i) neither the Beneficiary nor the Trustee shall be considered a responsible party or an owner or operator of the Trust Assets pursuant to any federal, state, local or foreign statute, regulation, ordinance or similar provision having the force or effect of law, any judicial or administrative order or determination, or any common law concerning, relating to, or in any way arising out of public health and safety, worker health and safety, the environment, pollution, or the protection of the environment, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. ss.ss. 9601, et seq. ("CERCLA"); the Emergency Planning and Commuxxxx Right-to-Know Act of 1986, 42 U.S.C. ss.ss. 11001, et seq.; the Resource Conservation and Recovery Act, 00 U.S.C. ss.ss. 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. xx.xs. 2601 et seq.; the Federal Insecticide, Fungicide, and Rodexxxxxde Act, 7 U.S.C. ss.ss. 136, et seq.; the Clean Air Act, 42 U.S.C. ss.ss. 7401 et xxx.; the Clean Water Act (Federal Water Pollution Xxxxrol Act), 33 U.S.C. ss.ss. 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. ss.ss. 000f, et seq.; the Hazardous Materials Transportation Act, 00 X.S.C. ss.ss. 1801, et seq.; as any of the above statutes have been or axx xxended, and all rules, regulations and policies promulgated pursuant to any of the foregoing statutes (collectively "Environmental Laws"); (ii) neither the Beneficiary nor the Trustee shall have any liability whatsoever under any Environmental Law with respect to the Trust Assets; (iii) any "indicia of ownership" (as defined under any Environmental Law) held by the Beneficiary or the Trustee with respect to the Trust Assets is held solely to "protect the security interest" of the Beneficiary in the Trust Assets and allow the Trustee to liquidate the Trust Assets, with no objective or authority to continue or engage in the conduct of a trade or business; (iv) neither the Beneficiary nor the Trustee have heretofore "participated in the management" of the Trust Assets within the meaning of any Environmental Law; and (v) neither the Beneficiary nor the Trustee have undertaken any act or omission that would give rise to or result in any liability to, respectively, such Beneficiary or the Trustee under any Environmental Law with respect to the Trust Assets.
No Environmental Liability. As at the date hereof, the General Partner has no knowledge of any material Environmental Liability associated with the Business or the Leased Lands that would reasonably be expected to result in a Material Adverse Effect.
No Environmental Liability. (i) Except as specifically set forth on Schedule 3.20, neither the Company nor any of its Subsidiaries has any liability or obligation, and there is no past or existing condition or event that could reasonably be expected to result in any such liability or obligation:
(1) relating to the violation by the Company or any of its Subsidiaries of any Environmental Law or permit;
(2) with respect to, or relating to, the generation, presence, disposal, Release, threatened Release, handling, transportation, treatment, storage, Cleanup or contamination of or by any Hazardous Material (i) by the Company or any of its Subsidiaries or (ii) at any Leased Real Property; or
(3) with respect to, or relating to, the Cleanup of any real property. (any such liability or obligation referred to in clauses (1), (2) and (3) being an “Environmental Liability”).
(ii) Except as specifically set forth on Schedule 3.20, there are no Environmental Liabilities existing or occurring on or prior to Closing for which the Company or any of its Subsidiaries are responsible.
(iii) Except as set forth on Schedule 3.20, the Company and its Subsidiaries currently possess all consents, licenses, permits, authorizations and certifications required under applicable Environmental Laws for the operation of the business as presently conducted, and such consents, licenses, permits, authorizations and certifications are valid and in full force and effect.
No Environmental Liability. The Borrower does not have, nor will the Borrower have any actual, alleged or contingent liability or obligation (i) under any federal, state, local or foreign environmental law (collectively, "Environmental Laws") or (ii) with respect to the generation, presence, disposal, release, handling, transportation, storage, cleanup or contamination of or by any pollutant, contaminant, hazardous or toxic wastes, substances or materials as defined by the Environmental Laws ("Hazardous Materials") (any such liability or obligation being an "Environmental Liability").
