Common use of Permits; Environmental Matters Clause in Contracts

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, occupied, controlled or leased by the Companies or were present on any other real property at the time it ceased to be owned, operated, occupied, controlled or leased by the Companies. For the purposes of this subsection (d), with respect to Hazardous Materials in soil (including debris in, on or under soil) “material” shall mean no more than $10,000, in the aggregate, per each Company Owned Premises and each Company Leased Premises. (e) The Companies have delivered to Catalytica or made available for inspection by Catalytica and its agents, representatives and employees all records in the Companies’ possession concerning all current environmental Permits and material environmental liabilities associated with the Hazardous Materials Activities of the Companies relating to any Company Owned Premises or Company Leased Premises including environmental audits and environmental assessments. (f) None of the Companies is aware of any fact or circumstance, which could result in any environmental liability which could reasonably be expected to result in a Material Adverse Effect on the Companies. None of the Companies has entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of Environmental Laws or the Hazardous Materials Activities of the Companies.

Permits; Environmental Matters. (a) Each of the Companies has all Except as set forth on Schedule 3.19(a), no Permits necessary for such Company are required to own, operate, use and/or maintain its any of the Company’s Properties and to conduct its business Business and operations as presently conducted and as expected conducted; (b) In connection with or relating to be conducted the Purchased Assets, the Business or real property used in connection with the future. All such Permits are valid and in full force and effectBusiness, no notice, notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed and no investigation, action, claim, suite, proceeding or review is pending or, to the Knowledge of such the Company, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit by 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 entity or other authorization of the transactions contemplated hereby Person with respect to such Permits that by their terms any matters relating to or under applicable law may be obtained only after Closing.arising out of any Environmental Law; (bc) There are no claimsliabilities arising in connection with or in any way relating to the Purchased Assets, amendment proceduresBusiness or real property of any kind whatsoever, writswhether accrued, injunctionscontingent, liabilitiesabsolute, investigationsdetermined, litigationdeterminable or otherwise, administrative proceedingsarising under or relating to any Environmental Law, judgments or orders whether pending orand, to the Knowledge of the CompaniesCompany, threatenedthere are no facts, relating to any Hazardous Materials events, conditions, situations 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 set 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 circumstances which could reasonably be expected to form result in or be 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 such liability; (d) With respect to real property currently used in connection with Business or previously owned, leased, or operated by the Company (the “Real Property”), neither the Company nor, to the Knowledge of the Company, any Environmental Claim.current or prior owner, lessee or operator of the Real Property has discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted or released any Hazardous Substances at, on or under any Real Property; (ce) Each No Real Property nor any property to which Hazardous Substances located on or resulting from the use of any Purchased Asset or real property used in connection with the Business, have been transported nor any property to which the Company has, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances is listed or, to the Company’s knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup; (f) For purposes of this Section, the term the “Company” shall include any entity which is, in whole or in part, a predecessor of the Companies Company; and (g) The Company 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, occupied, controlled or leased by the Companies or were present on any other real property at the time it ceased to be owned, operated, occupied, controlled or leased by the Companies. For the purposes of this subsection (d), with respect to Hazardous Materials in soil (including debris in, on or under soil) “material” shall mean no more than $10,000, in the aggregate, per each Company Owned Premises and each Company Leased Premises. (e) The Companies have delivered to Catalytica or made available for inspection by Catalytica and its agents, representatives and employees all records in the Companies’ possession concerning all current environmental Permits and material environmental liabilities associated with the Hazardous Materials Activities of the Companies relating to any Company Owned Premises or Company Leased Premises including environmental audits and environmental assessments. (f) None of the Companies is aware of any fact or circumstance, which could result in any environmental liability which could reasonably be expected to result in a Material Adverse Effect on the Companies. None of the Companies has entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of Environmental Laws or the Hazardous Materials Activities of the Companies.

Permits; Environmental Matters. (a) Each of Except as otherwise set forth in Schedule 3.18(a), the Companies has Company and the Subsidiaries have all Permits necessary for such Company each of them to construct, own, operate, use and/or maintain its Properties their respective Assets and to conduct its business their respective Businesses and operations as presently conducted and as expected to be conducted in the future. All Except as otherwise set forth in Schedule 3.18(a), all such Permits are valid and in full force and effect, no proceeding is pending or, to the Knowledge of such Companythe Company or any of the Shareholders, 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 Companythe Company or any of the Shareholders, threatened in connection with the expiration or renewal of such PermitsPermits which could adversely affect the ability of the Company and/or the Subsidiaries to own, operate, use or maintain any of their respective Assets or to conduct their respective businesses and operations as presently conducted and as expected to be conducted in the future. No material Except as otherwise set forth in Schedule 3.18(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) There Except as set forth on Schedule 3.18(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 CompaniesCompany or any of the Shareholders, threatened, or judgments or orders relating to any Hazardous Materials or any Hazardous Materials Activity (collectively called “"Environmental Claims”") asserted or threatened against the Companies Company or relating to any real property or equipment currently or formerly owned, leased or otherwise Used by the CompaniesCompany. None Neither the Company nor, to the Knowledge of the CompaniesCompany or any of the Shareholders, 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 reasonably be expected to form the basis for a material an Environmental Claim against the Companies Company, the Buyer or Catalyticathe Business. Except for any as set forth on Schedule 3.18(b), the Company Leases, none of the Companies has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Each Neither the Company nor any Subsidiary stores or has stored Hazardous Materials on real property currently or formerly owned, leased or Used by the Company or any such Subsidiary during the Company's or the Subsidiary's ownership or occupancy thereof and, to the Knowledge of the Companies Company or any of the Shareholders, no part of such real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 3.18(d), the Company 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, occupied, controlled or leased by the Companies or were present on any other real property at the time it ceased to be owned, operated, occupied, controlled or leased by the Companies. For the purposes of this subsection (d), with respect to Hazardous Materials in soil (including debris in, on or under soil) “material” shall mean no more than $10,000, in the aggregate, per each Company Owned Premises and each Company Leased Premises. (e) The Companies have delivered to Catalytica or made available for inspection by Catalytica and its agents, representatives and employees all records in the Companies’ possession concerning all current environmental Permits and material environmental liabilities associated with the Hazardous Materials Activities of the Companies relating to any Company Owned Premises or Company Leased Premises including environmental audits and environmental assessments. (f) None of the Companies is aware of any fact or circumstance, which could result in any environmental liability which could reasonably be expected to result in a Material Adverse Effect on the Companies. None of the Companies has entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of Environmental Laws or the Hazardous Materials Activities of the Companies.

Permits; Environmental Matters. (a) Each of Except as otherwise set forth in Schedule 3.17(a), the Companies Company has all Permits necessary for such the Company to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and conducted. Except as expected to be conducted otherwise set forth in the future. All Schedule 3.17(a), all such Permits are valid and in full force and effect, no proceeding is pending or, to the Knowledge of such 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 such the 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 Permits which could reasonably be expected to adversely affect the obtaining of any requisite consent, approval, waiver or other authorization ability of the transactions contemplated hereby with respect Company to such Permits that by their terms own, operate, use or under applicable law may be obtained only after Closingmaintain any of its Properties or to conduct its business and operations as presently conducted. (b) There Except as set forth on Schedule 3.17(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 CompaniesCompany, threatened, or judgments or orders relating to any Hazardous Materials or any Hazardous Materials Activity (collectively called “Environmental Claims”"ENVIRONMENTAL CLAIMS") asserted or threatened against the Companies Company or relating to any real property or equipment currently or formerly owned, leased or otherwise Used by the CompaniesCompany. None Neither the Company nor, to the Knowledge of the CompaniesCompany, 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 reasonably be expected to form the basis for a material an Environmental Claim against the Companies Company or Catalyticathe Buyer. Except for any as set forth on Schedule 3.17(b), the Company Leases, none of the Companies has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Each 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 Companies 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 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, occupied, controlled or leased by the Companies or were present on any other real property at the time it ceased to be owned, operated, occupied, controlled or leased by the Companies. For the purposes of this subsection (d), with respect to Hazardous Materials in soil (including debris in, on or under soil) “material” shall mean no more than $10,000, in the aggregate, per each Company Owned Premises and each Company Leased Premises. (e) The Companies have delivered to Catalytica or made available for inspection by Catalytica and its agents, representatives and employees all records in the Companies’ possession concerning all current environmental Permits and material environmental liabilities associated with the Hazardous Materials Activities of the Companies relating to any Company Owned Premises or Company Leased Premises including environmental audits and environmental assessments. (f) None of the Companies is aware of any fact or circumstance, which could result in any environmental liability which could reasonably be expected to result in a Material Adverse Effect on the Companies. None of the Companies has entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of Environmental Laws or the Hazardous Materials Activities of the Companies.

Permits; Environmental Matters. (a) Each of Except as otherwise set forth in Schedule 3.17(a), the Companies Company has all Permits necessary for such 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 where the failure to have such Permits would not have a material adverse effect on the business operations, prospects, Properties or financial condition of the Company. All Except as otherwise set forth in Schedule 3.17(a), all such Permits are valid and in full force and effect, no proceeding is pending or, to the Knowledge of such 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 such the Company, threatened in connection with the expiration or renewal of such PermitsPermits 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 as presently conducted and as expected to be conducted in the future. No material 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) There Except as set forth on Schedule 3.17(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 CompaniesCompany, threatened, or judgments or orders relating to any Hazardous Materials or any Hazardous Materials Activity (collectively called “Environmental Claims”) asserted or threatened against the Companies Company or relating to any real property or equipment currently or formerly owned, leased or otherwise Used by the Companies. None Company that could result in a materially adverse effect on the business, results of operations or financial condition of the CompaniesCompany 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 reasonably be expected to form the basis for a material an Environmental Claim against the Companies Company or Catalyticathe Buyer. Except for any as set forth on Schedule 3.17(b), the Company Leases, none of the Companies has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Each of Except as set forth on Schedule 3.17(c), the Companies Company 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 , 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 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, occupied, controlled or leased by the Companies or were present on any other real property at the time it ceased to be owned, operated, occupied, controlled or leased by the Companies. For the purposes of this subsection (d), with respect to Hazardous Materials in soil (including debris in, on or under soil) “material” shall mean no more than $10,000, in the aggregate, per each Company Owned Premises and each Company Leased PremisesCompany. (e) The Companies have delivered to Catalytica or made available for inspection by Catalytica and its agents, representatives and employees all records in the Companies’ possession concerning all current environmental Permits and material environmental liabilities associated with the Hazardous Materials Activities of the Companies relating to any Company Owned Premises or Company Leased Premises including environmental audits and environmental assessments. (f) None of the Companies is aware of any fact or circumstance, which could result in any environmental liability which could reasonably be expected to result in a Material Adverse Effect on the Companies. None of the Companies has entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of Environmental Laws or the Hazardous Materials Activities of the Companies.

Permits; Environmental Matters. (a) Each of Except as otherwise set forth in Schedule 3.19(a) hereto, the Companies Company has all Permits necessary for such the Company to own, operate, use and/or maintain its Properties and to conduct its business Business and operations as presently conducted and conducted. Except as expected to be conducted otherwise set forth in the future. All Schedule 3.19(a) hereto, all such Permits are valid and in full force and effect, no proceeding is pending or, to the Knowledge of such 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 such the Company, threatened in connection with the expiration or renewal of such PermitsPermits 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. No Except as otherwise set forth in Schedule 3.19(a) hereto, the Company is in compliance in all material violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any respects with 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 To the Knowledge of the Company, there are no claims, amendment proceduresliabilities, writscauses of action, injunctionsinquiries, liabilitiesstudies, notices, investigations, litigation, administrative proceedings, whether pending or threatened, or 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 Company or relating to any real property or equipment currently or formerly owned, leased or otherwise Used used by the CompaniesCompany. None Neither the Company nor, to the Knowledge of the CompaniesCompany, any current owner, lessee or operator of such real property nor, to the Knowledge of the Company, any prior owner, lessee or operator of 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 a material an Environmental Claim against the Companies Company or Catalyticathe Buyer. Except for any The Company Leases, none of the Companies has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Each of Except as set forth on Schedule 3.19(c), (i) the Companies Company has been since March 10, 2010 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. ; and (dii) As of the Closing, except Company is 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, occupied, controlled or leased by the Companies or were present on any other real property at the time it ceased to be owned, operated, occupied, controlled or leased by the Companies. For the purposes of this subsection (d), compliance with all California and federal regulations with respect to Hazardous Materials in soil (including debris in, on or under soil) “material” shall mean no more than $10,000, the disposal of medical waste and hazardous materials such as Xylene in the aggregate, per each Company Owned Premises and each Company Leased Premiseslaboratory. (e) The Companies have delivered to Catalytica or made available for inspection by Catalytica and its agents, representatives and employees all records in the Companies’ possession concerning all current environmental Permits and material environmental liabilities associated with the Hazardous Materials Activities of the Companies relating to any Company Owned Premises or Company Leased Premises including environmental audits and environmental assessments. (f) None of the Companies is aware of any fact or circumstance, which could result in any environmental liability which could reasonably be expected to result in a Material Adverse Effect on the Companies. None of the Companies has entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of Environmental Laws or the Hazardous Materials Activities of the Companies.