Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(a), the Buyer has all Permits necessary for the Buyer to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a) , all such Permits are in effect, no proceeding is pending or, to the Knowledge of the Buyer, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the Buyer, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Buyer to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a)(i) no violations have occurred that remain uncured, un-waived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.
(b) Except as set forth on Schedule 5.16(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the Buyer, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “Environmental Claims”) asserted or threatened against the Buyer or relating to any real property currently or formerly owned, leased or otherwise Used by the Buyer. Neither the Buyer nor, to the Knowledge of the Buyer, any prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could form the basis for an Environmental Claim against the Buyer or the Buyer. Except as set forth on Schedule 5.16(b), the Buyer has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim.
(c) Except as set forth on Schedule 5.16(c), no Hazardous Materials are or were stored or otherw...
Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a), the Company has all Permits necessary for the Company to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the Company, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the Company, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.
(b) Except as set forth on Schedule 3.17(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the Company, threatened, or judgments or orders relating to any Hazardous Materials (collectively called "Environmental Claims") asserted or threatened against the Company or relating to any real property currently or formerly owned, leased or otherwise Used by the Company. Neither the Company nor, to the Knowledge of the Company, any prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could form the basis for an Environmental Claim against the Company or the Buyer. Except as set forth on Schedule 3.17(b), the Company has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim.
(c) Except as set forth on Schedule 3.17(c), no Hazardous Materials are ...
Permits; Environmental Matters. (a) Each of the Companies has all Permits necessary for such Company to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. All such Permits are valid and in full force and effect, no proceeding is pending or, to the Knowledge of such Company, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of such Company, threatened in connection with the expiration or renewal of such Permits. No material violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, and no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.
(b) There are no claims, amendment procedures, writs, injunctions, liabilities, investigations, litigation, administrative proceedings, judgments or orders whether pending or, to the Knowledge of the Companies, threatened, relating to any Hazardous Materials or any Hazardous Materials Activity (collectively called “Environmental Claims”) asserted or threatened against the Companies or relating to any real property or equipment currently or formerly owned, leased or otherwise Used by the Companies. None of the Companies, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could reasonably be expected to form the basis for a material Environmental Claim against the Companies or Catalytica. Except for any Company Leases, none of the Companies has assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim.
(c) Each of the Companies has been and is currently in compliance in all material respects with all applicable Environmental Laws, including obtaining and maintaining in effect all material Permits required by applicable Environmental Laws.
(d) As of the Closing, except in a manner that could not reasonably be expected to subject the Companies to material liability, no Hazardous Materials are present on any real property currently owned, operated, occu...
Permits; Environmental Matters. (a) To the Knowledge of InterDent, DCA has all Permits necessary to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future other than those Permits the absence of which would not have a DCA Material Adverse Effect. All such Permits are in effect, no proceeding is pending or, to the Knowledge of InterDent, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of InterDent, threatened in connection with the expiration or renewal of such Permits which could have a DCA Material Adverse Effect. No violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than violations which would not have a DCA Material Adverse Effect, and no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.
(b) There are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of InterDent, threatened, or judgments or orders relating to any Hazardous Materials (collectively called "Environmental Claims") asserted or threatened against any Seller or DCA relating to any real property currently or formerly owned, leased or otherwise used by DCA or any Dental Practice. To the actual knowledge of Xxxxxxx Xxxxx, Xxxxxxxx Xxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxx and Xxxxxxx Xxxxx, none of the Dental Practices, any prior owner, lessee or operator of said real property, has caused or permitted or been alleged to have caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could form the basis for an Environmental Claim against any Seller, DCA, any Dental Practice or Purchaser.
Permits; Environmental Matters. 12 3.19 Banks..........................................................................................13 3.20
Permits; Environmental Matters. Except as set forth in Schedule 1.5, the Borrower has obtained all Project Permits and other authorizations required under all Environmental Laws to carry on its business as now being conducted. Schedule 1.5 contains a complete list as of the Effective Date of all Project Permits required to be issued or anticipated to be issued to Borrower for the Project. Except as set forth in Schedule 1.5, as of the Effective Date each of such Project Permits and authorizations is in good standing, final, in full force and effect and not subject to appeal, rehearing or reconsideration. Each such Project Permit required as of the date this representation and warranty is made or deemed made is, except as set forth on Schedule 1.5, in full force and effect, and Borrower is in compliance in all material respects with the terms and conditions of all such Project Permits and authorizations, and is also in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law or in any regulation, code, plan, order, or demand letter issued, entered, promulgated or approved thereunder. Borrower is not and has not been in violation of any Environmental Law which violation could reasonably be expected to result in a liability to Lender or its properties and assets, or, except as could not reasonably be expected to result in a Material Adverse Effect, a liability to Borrower or its properties and assets, or in an inability of Borrower to perform its obligations under the Loan Documents. Neither Borrower, nor to Borrower's knowledge, has any other Person used, Released, generated, manufactured, or produced any Hazardous Substances in connection with the Project that could reasonably be expected to subject Lender to liability, or, except as could not reasonably be expected to result in a Material Adverse Effect, Borrower to liability, under any Environmental Law.
Permits; Environmental Matters. 16 3.18 Banks........................................................16 3.19 Suppliers....................................................16 3.20 Absence of Certain Business Practices........................17 3.21 Services and Non-Governmental Authorizations.................17 3.22 Transactions With Affiliates.................................17 TABLE OF CONTENTS (continued) Page
Permits; Environmental Matters. The Company and its subsidiary have accrued or otherwise provided, in accordance with generally accepted accounting principles, consistently applied, for all damages, liabilities, penalties or costs that it may incur in connection with any claim pending or threatened against them, or any requirement that is or may be applicable to them, under any Environmental Laws, and such accrual or other provision is reflected in the Company's most recent SEC Financial Statements, except as disclosed in Schedule 2.15, which disclosed items could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company or its subsidiary:
(a) The Company and its subsidiary are in compliance with all applicable laws, rules, regulations, ordinances, orders decrees and common law relating to contamination, pollution or the protection or human health or the environment ("Environmental Laws"), and the Company and its subsidiary has all permits, licenses, registrations and other governmental authorizations required under such laws ("Environmental Permits") for their operations, and there are no violations, investigations or proceedings pending or, to the knowledge of Company or its subsidiary, threatened with respect to Environmental Laws or such Environmental Permits except where the failure to have such Environmental Permits or where the violation, investigation or proceeding relating thereto would not, individually or in the aggregate, have a Material Adverse Effect on the Company or its subsidiary.
(b) No notice, notification, demand, request for information, citation, summons, complaint or order is pending or has been received by or, to the knowledge of the Company or its subsidiary, is threatened by any person against the Company or its subsidiary under any Environmental Laws or in respect of any of the properties or facilities now or previously owned, leased or operated by the Company or its subsidiary. No penalty has been assessed against the Company or its subsidiary, and no liability has been imposed upon the Company or its subsidiary, under Environmental Law with respect to any alleged notification, demand, request for information, citation, summons, complaint or order except where such matters have been fully resolved, or where resolution would not, individually or in the aggregate, have a Material Adverse Effect on the Company or its subsidiary or prevent or materially delay the consummation of the transactions con...
Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 4.15(a), Roadrunner and its Subsidiaries have all Permits necessary for them to conduct their business and operations as presently conducted. Except as otherwise set forth in Schedule 4.15(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of Roadrunner, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of Roadrunner, threatened in connection with the expiration or renewal of such Permits which could reasonably be expected to materially and adversely affect the ability of Roadrunner and its Subsidiaries to conduct their business and operations as presently conducted.
(b) Except as set forth in Schedule 4.15(b), there are no material claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of Roadrunner, threatened, or judgments or orders relating to any Hazardous Materials asserted or threatened against Roadrunner or any of its Subsidiaries or relating to any real property currently or formerly owned or leased by Roadrunner or any of its Subsidiaries.
(c) Except as set forth in Schedule 4.15(c), Roadrunner and its Subsidiaries comply in all material respects with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws.
Permits; Environmental Matters. Schedule 8(r) contains a true and complete list of all Permits Used by each Seller in the conduct of the Business, setting forth the grantor, grantee, the function and the expiration and renewal date of each. Prior to the execution of this Agreement, each Seller has delivered to the Buyer true and complete copies of all such Permits. Except as otherwise set forth in Schedule 8(r), each Seller has all Permits necessary for such Seller to own, operate, use and maintain its properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future.
