Common use of Permits; Environmental Matters Clause in Contracts

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 or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or Used by the Company or, to the Knowledge of the Company, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the Company, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 3.17(d), the Company has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a), the 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 futureconducted. Except as otherwise set forth in Schedule 3.17(a), all 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, 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 conducted. Without limiting the future. Except as otherwise set forth in Schedule 3.17(a)foregoing, (i) no violations have occurred that remain uncured, unwaived, 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)The Company has not, there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending orand, to the Knowledge of the Company, threatenedno other Person has, disposed of or judgments Discharged any Hazardous Materials, arranged for the disposal or orders relating Discharge of any Hazardous Materials or exposed any employee or other Person to any Hazardous Materials or condition, or owned or operated its business, or any Leased Premises or facility so as to give rise to any material Liability (collectively called "Environmental Claims"contingent or otherwise) asserted or threatened against material corrective action or remedial obligation of the Company under any Environmental Laws, or relating any Legal Requirements. There has not been any disposal or Discharge of Hazardous Materials by any predecessor or any former owner, operator or tenant of any Leased Premises, which could give rise to any real property currently material Liability (contingent or formerly owned, leased otherwise) or otherwise Used by the Company. Neither material corrective action or remedial obligation of 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 under any Environmental ClaimLaws, or any Legal Requirements. (c) Except as set forth on Schedule 3.17(c)A copy of all studies, no Hazardous Materials are audits, assessments, reports or were stored investigations concerning compliance with, or otherwise locatedliability or obligations under, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or Used by any Environmental Law affecting the Company or, to and the Knowledge Leased Premises that is in the possession or control of the Company, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the Company, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 3.17(d), the Company has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required made available to Buyer by applicable Environmental Lawsthe Company.

Permits; Environmental Matters. (a) Except as otherwise set forth in Company Schedule 3.17(a)3.16(a) hereto, the Company has all material Permits necessary for the Company to own, operate, use and/or maintain its Properties and to conduct its business Business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Company Schedule 3.17(a)3.16(a) hereto, 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, terminate or otherwise limit any such Permits, and no administrative or governmental actions by a Governmental Authority have been taken or, to the Knowledge of the Company, threatened in connection with the expiration or renewal of such Permits which could materially adversely affect the ability of the Company to own, operate, use or maintain any of its Properties or to conduct its business and operations Business as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Company Schedule 3.17(a)3.16(a) hereto, (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring the Company is in respect of any compliance in all material respects with 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)To the Knowledge of the Company, there are no claims, liabilities, causes of action, inquiries, studies, notices, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the Company, or 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, owned or leased or otherwise Used by the Company. Neither the Company nor, to the Knowledge of the Company, any current owner, lessee or operator of such real property nor, to the Knowledge of the Company, any prior owner, lessee or operator of said such real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of on such real property in a manner which could reasonably be expected to form the basis for an Environmental Claim against the Company or the Buyer. Except as set forth on Schedule 3.17(b), the 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 Company Schedule 3.17(c), no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or Used by the Company or, to the Knowledge of the Company, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the Company, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 3.17(d3.16(c), the Company has been since January 1, 2015 and is currently in compliance in all material respects with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws. (d) Company has not retained or assumed, either contractually or by operation of any Legal Obligation, any liabilities or obligations with regard to Hazardous Materials or Environmental Laws, or that would otherwise reasonably be likely to form the basis of any Environmental Claim against Company.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a)) hereto, the Company has and the Acquired Subsidiaries have all material Permits necessary for the Company and the Acquired Subsidiaries to own, operate, use and/or maintain its their Properties and to conduct its business their Business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 3.17(a)) hereto, all such material Permits are in effect, no proceeding is pending or, to the Knowledge of the Company, threatened to modify, suspend or revoke, withdraw, terminate, 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 material Permits which could adversely affect the ability of the Company or any Acquired Subsidiary to own, operate, use or maintain any of its their Properties or to conduct its their business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 3.17(a)) hereto, (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or the Company and the Acquired Subsidiaries are occurring in respect of any compliance in all material respects with such material 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)To the Knowledge of the Company, there are no claims, liabilities, causes of action, inquiries, studies, notices, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the Company, or threatened, or judgments or orders relating to any Hazardous Materials (collectively called "“Environmental Claims"”) asserted or threatened against the Company or any Acquired Subsidiary or relating to any real property currently or formerly owned, leased or otherwise Used used by the CompanyCompany or any Acquired Subsidiary. Neither the Company or any Acquired Subsidiary nor, to the Knowledge of the Company, any current owner, lessee or operator of such real property nor, to the Knowledge of the Company, any prior owner, lessee or operator of said such real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of on such real property in a manner which could reasonably be expected to form the basis for an Environmental Claim against the Company or the Buyer. Except as set forth on Schedule 3.17(b), The Company and the Company has Acquired Subsidiaries have 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 or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or Used by the Company orand the Acquired Subsidiaries have been since January 1, to the Knowledge of the Company, on adjacent parcels of real property, 2015 and no part of such real property or, to the Knowledge of the Company, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 3.17(d), the Company has been and is are currently in compliance 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. (a) Except as otherwise set forth in Schedule 3.17(a), the Company has ) hereto sets forth a complete and correct list of all material Permits necessary for the Company Entities to own, operate, use use, and/or maintain its Properties their properties and to conduct its their business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in on Schedule 3.17(a)) hereto, all such Permits are properly held by the Entities and 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 reasonably be expected to adversely affect the ability of the Company to own, operate, use or maintain any of its Properties or Entities to conduct its their business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in on Schedule 3.17(a)) hereto, (i) no violations have occurred that remain uncured, unwaived, 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 There are no claims, liabilities, investigations, litigation, or administrative proceedingsproceedings relating to any Hazardous Materials or Environmental Laws (collectively, whether “Environmental Claims”) 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 CompanyEntities, nor have any prior ownerof the Entities received any written notice regarding any violation of or liability under any Environmental Law. None of the Entities, lessee or operator of said real propertysince the Acquisition Date, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored stored, handled, exposed to any Person or disposed of of, or has owned or operated any property or facility contaminated by any Hazardous Material, in a manner which could reasonably be expected to form the basis for an Environmental Claim against any Entity. None of the Company Entities has, expressly or the Buyer. Except as set forth on Schedule 3.17(b)by operation of law, the Company has not assumed or undertaken any liability of any Person relating to Environmental Laws, including for cleanup, compliance 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 or were stored or otherwise locatedEach Entity complies, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or Used by since the Company or, to the Knowledge of the Company, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the Company, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 3.17(d), the Company Acquisition Date has been and is currently complied in compliance all material respects with all Environmental Laws applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Lawsto it.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a), the Company Buyer has all Permits necessary for the Company 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 where the failure to have such Permits would not have a material adverse effect on the business, operations, prospects, Properties or financial condition of Buyer. Except as otherwise set forth in Schedule 3.17(a), all All such Permits are in effect, no proceeding is pending or, to the Knowledge of the CompanyBuyer, 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 CompanyBuyer, threatened in connection with the expiration or renewal of such Permits which could materially adversely affect the ability of the Company 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 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)in the Buyer SEC Documents, 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") Claims asserted or threatened against the Company Buyer or any of its Subsidiaries or relating to any real property currently or formerly owned, leased or otherwise Used by the Company. Neither the Company norBuyer or any of its Subsidiaries, 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 that could result in a manner which could form materially adverse effect on the basis for an Environmental Claim against the Company business, results of operation or the financial condition of 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)in the Buyer SEC Documents, no Hazardous Materials are or were stored or otherwise located, Buyer and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or Used by the Company or, to the Knowledge of the Company, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the Company, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 3.17(d), the Company has its Subsidiaries have been and is are currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws, except where the failure to have such Permits would not have a material adverse effect on the business, operations, prospects, Properties or financial condition of Buyer.