Occupational Safety and Health Matters. Except as disclosed to Lender in writing, Borrower and each property, operation and facility that Borrower may own, operate or control (a) complies in all respects with all applicable Occupational Safety and Health Laws, except to the extent the noncompliance would not result in a Material Adverse Change; (b) is not subject to any judicial or administrative proceeding alleging the violation of any Occupational Safety and Health Law; (c) has not received any written notice (i) that it may be in violation of any Occupational Safety and Health Law, (ii) threatening the commencement of any proceeding relating to allegedly unlawful, unsafe or unhealthy conditions, or (iii) alleging that it is or may be responsible for any response, cleanup, or corrective action, including but not limited to any remedial investigation/feasibility studies, under any Occupational Safety and Health Law; (d) to Borrower’s knowledge, is not the subject of federal or state investigation evaluating whether any investigation, remedial action or other response is needed to respond to any allegedly unsafe or unhealthful condition; (e) has not filed any notice under or relating to any Occupational Safety and Health Law indicating or reporting any potentially unsafe or unhealthful condition, and there exists no basis for such notice irrespective of whether or not such notice was actually filed; and (f) has no contingent liability in connection with any unsafe or unhealthful condition.
Occupational Safety and Health Matters. Except for matters disclosed in SCHEDULE 5.24:
5.24.1. Each Acquired Company is, and at all times has been, in compliance in all material respects with, and has not been and is not in violation of or liable under, any Occupational Safety and Health Law. Neither Seller nor any Acquired Company has received, or been threatened to receive, any actual or threatened Order, citation, written notice or other formal communication from any Governmental Body or any other Person of any actual or potential violation or failure to comply with any Occupational Safety and Health Law, or any actual or threatened obligation to undertake or bear the cost of any Occupational Safety and Health Liabilities with respect to any of the Facilities or any other properties or assets (whether real, personal, or mixed) which any Acquired Company owns or operates or in which any Acquired Company has an interest.
5.24.2. There are no pending or, to the Knowledge of Seller, threatened claims, Encumbrances or other restrictions of any nature, for any Occupational Safety and Health Liabilities arising under or pursuant to any Occupational Safety and Health Law, with respect to or affecting any of the Facilities or any other properties or assets (whether real, personal, or mixed) which any Acquired Company owns or operates or in which any Acquired Company has an interest.
5.24.3. Neither Seller nor any Acquired Company has received, or been threatened to receive, any citation, written inquiry, notice, Order, summons or other formal communication that relates to any alleged, actual or potential violation or failure to comply with any Occupational Safety and Health Law, or of any alleged, actual or potential obligation to undertake or bear the cost of any Occupational Safety and Health Liabilities with respect to any of the Facilities or any other properties or assets (whether real, personal or mixed) which any Acquired Company owns or operates or in which any Acquired Company has an interest.
5.24.4. Seller and the Acquired Companies do not have Occupational Safety and Health Liabilities in excess of $25,000 in the aggregate with respect to the Facilities or with respect to any other properties and assets (whether real, personal, or mixed) which any Acquired Company owns or operates or in which any Acquired Company has an interest.
Occupational Safety and Health Matters. Except as set forth in Schedule 4.22, since December 31, 2013 no Amtrol Company has received any written notice from any Governmental Body or any other Person of any actual or potential violation or failure to comply with any Occupational Safety and Health Law. Except as set forth in Schedule 4.22, no Amtrol Company has any obligation to undertake or bear the cost of any Occupational Safety and Health Liabilities. No Amtrol Company has any material Liability as a result of any violation or failure to comply with any Occupational Safety and Health Law.
Occupational Safety and Health Matters. (a) Since July 2, 2006, the Company is in compliance with, and is not in violation of, or liable under, any applicable Occupational Safety and Health Laws, except as has not had or would not reasonably be expected to have a Material Adverse Effect on the Company, and to the knowledge of the Company, no reason, including the presence of an imminent danger as that term is defined under Occupational Safety and Health Law, exists why the Company would not be capable of continued operation of the business in compliance with applicable Occupational Safety and Health Law without undue expense or burden;
(b) Since July 2, 2006, the Company has not received any written notice from any Governmental Authority or any other Person regarding (i) any failure to comply in any material respect with any applicable Occupational Safety and Health Law, or (ii) any obligation to undertake or bear any material cost of any Occupational Safety and Health Liabilities, including, without limitation, any Occupational Safety and Health Liabilities with respect to any of the Facilities, with respect to any Leased Real Property or Owned Real Property at, to, or from which Hazardous Substances have been generated, manufactured, refined, transferred, used or processed, transported, treated, stored, handled, transferred, disposed of, recycled, or received by the Company; and
(c) The Company has made available to the Parent copies of any written occupational and safety assessment or audit reports relating to the Company or the Facilities that has been prepared on behalf of the Company since July 2, 2006.
Occupational Safety and Health Matters. Except as set forth on Schedule 3.23:
(a) Seller’s operation of the Business and Facilities is and at all times has been in compliance in all material respects with all applicable Occupational Safety and Health Laws;
(b) Seller has not received any written citation, notice or Order alleging Liability with respect to any Occupational Safety and Health Condition; and
(c) To Seller’s Knowledge, there is no reasonable basis for any Proceedings with respect to any Health and Safety Condition by any Governmental Authority or other Person. No such Proceedings are pending or, to the Knowledge of Seller, have been threatened.
Occupational Safety and Health Matters. (a) Except as set forth on Section 4.25(a) of the Company Disclosure Letter, the Company is and, during the past two years, has been in compliance with, and is not in violation of, or liable under, any applicable Occupational Safety and Health Laws, in any such case, except for such failures as would not reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth on Section 4.25(b) of the Company Disclosure Letter, the Company has not, within the past two years, received any written notice or other communication from any Governmental Authority or any other person regarding (i) any failure to comply in any material respect with any applicable Occupational Safety and Health Law or (ii) any obligation to undertake or bear any material cost of any Occupational Safety and Health Liabilities.
(c) Except as set forth on Section 4.25(c) of the Company Disclosure Letter, to the Company’s knowledge, no closure on any Property is required pursuant to any Occupational Safety and Health Law.
(d) To the Company’s knowledge, the Company has made available to Parent copies of any occupational and safety assessment or audit reports or similar studies or analyses relating to the business of the Company or any Property that have been prepared on behalf of the Company since January 1, 2002.
Occupational Safety and Health Matters. (a) Except as specifically set forth in Schedule 3.29 of the Disclosure Letter:
(i) The Company and its Subsidiaries are and have been since January 1, 2007 in substantial compliance with, and are not in material violation of, or materially liable under, any applicable Occupational Safety and Health Laws;
(ii) Neither the Company nor any of its Subsidiaries has received since January 1, 2007 any written notice or other communication from any Government Authority regarding (A) any failure to comply in any material respect with any applicable Occupational Safety and Health Law or (B) any obligation to undertake or bear any material cost of any Occupational Safety and Health Liabilities, including, without limitation, any Occupational Safety and Health Liabilities with respect to any Leased Real Property at, to or from which Hazardous Substances have been generated, manufactured, refined, transferred, used or processed, transported, treated, stored, handled, disposed of, recycled or received by the Company or any of its Subsidiaries.
(b) The Company has made available to the Buyer copies of any occupational and safety assessment or audit reports or similar studies or analysis relating to the business of the Company and its Subsidiaries or any Leased Real Property that have been prepared on behalf of the Company or any of its Subsidiaries since January 1, 2007.
Occupational Safety and Health Matters. Except as set forth on Section 4.25 of the Company Disclosure Schedule:
(a) the Company is in compliance with, and is not in violation of, or liable under, any applicable Occupational Safety and Health Laws, and no reason exists why the Company would not be capable of continued operation of the business in compliance with applicable Occupational Safety and Health Laws without undue expense or burden;
(b) the Company has not received any written notice or other communication from any Governmental Authority or any other Person regarding (i) any failure to comply in any material respect with any applicable Occupational Safety and Health Law, or (ii) any obligation to undertake or bear any material cost of any Occupational Safety and Health Liabilities, including, without limitation, any Occupational Safety and Health Liabilities with respect to any of the Facilities, with respect to any Leased Real Property or Owned Real Property at, to, or from which Hazardous Substance have been generated, manufactured, refined, transferred, used or processed, transported, treated, stored, handled, transferred, disposed of, recycled, or received by the Company;
(c) there is no reason to believe that any closure of any Facility is required pursuant to any Occupational Safety and Health Law; and
(d) the Company has made available to Parent copies of any occupational and safety assessment or audit reports or similar studies or analysis relating to the Company or the Facilities that has been prepared on behalf of the Company in the past five years.
Occupational Safety and Health Matters. (a) The Company Group’s operation of its business and the Leased Premises are and since the Relevant Date have been in compliance in all material respects with all applicable Occupational Safety and Health Laws.
(b) No member of the Company Group has, since the Relevant Date, received any written citation, notice or Order alleging liability with respect to any Occupational Safety and Health Law.
(c) To the Company’s Knowledge, there is no reasonable basis for any Action with respect to any Occupational Safety and Health Laws by any Governmental Authority or other Person. No such Actions are pending or, to the Company’s Knowledge, have been threatened.
Occupational Safety and Health Matters. (a) The Company is and since July 1, 2016, has been in compliance in all material respects with, and are not in violation in any material respect of, or liable in any material respect under, any applicable Occupational Safety and Health Laws. To the Company’s Knowledge, there are no impediments to the continued operation of the Facilities and the Company is in compliance in all material respects with any Occupational Safety and Health Laws.
(b) Neither the Seller nor the Company has received any written notice or other written communication from any Governmental Authority or any other Person regarding (i) any failure to comply in any material respect with any applicable Occupational Safety and Health Law; (ii) any obligation to undertake or bear any material cost relating to remedial measures required to comply with Occupational Safety and Health Laws, including, without limitation, any remedial measures with respect to any of the Facilities at, to or from which Hazardous Materials have been generated, manufactured, refined, transferred, used or processed, transported, treated, stored, handled, transferred, disposed of, recycled or received by the Seller or the Company; and (iii) to the Company’s Knowledge, no facts or circumstances exist that would reasonably be expected to form the basis of (i) or (ii).
(c) Neither Seller, nor the Company is subject to any consent decree or order under from any Governmental Authority or any other Person regarding any applicable Occupational Safety and Health Laws.
(d) To the Company’s Knowledge, no closure of any Company Real Property is required pursuant to any Occupational Safety and Health Law.
(e) The Seller has made available to the Buyers in the Data Room copies of any occupational and safety assessment or audit reports or similar studies or analysis relating to the business and operations of the Company or any of the Facilities that have been prepared on behalf of the Seller or the Company since July 1, 2016.
