Common use of Permits; Environmental Matters Clause in Contracts

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. To the knowledge of STF: (a) To Except as otherwise set forth in the Knowledge of InterDentSTF Public Filings or on Schedule 5.17(a), DCA STF has all Permits necessary for STF 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 future. Except as otherwise set forth in the absence of which would not have a DCA Material Adverse Effect. All STF Public Filings or on Schedule 5.17(a) , all such Permits are in effect, no proceeding is pending or, to the Knowledge knowledge of InterDentSTF, 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, or threatened in connection with the expiration or renewal of such Permits which could have a DCA Material Adverse Effectadversely affect the ability of STF 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 the STF Public Filings or on Schedule 5.17(a), (i) no violations have occurred that remain uncured, unwaivedun-waived, or otherwise unresolved, or are occurring in respect of any such Permits, other than violations which would not have a DCA Material Adverse Effectinconsequential 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 in the STF Public Filings or on Schedule 5.17(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of InterDent, or threatened, or judgments or orders relating to any Hazardous Materials (collectively called "“Environmental Claims"”) asserted or threatened against any Seller STF or DCA relating to any real property currently or formerly owned, leased or otherwise used Used by DCA or any Dental PracticeSTF. To Neither STF nor, to the actual knowledge of Xxxxxxx Xxxxx, Xxxxxxxx Xxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxx and Xxxxxxx Xxxxx, none of the Dental PracticesSTF, 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 STF or the Company. Except as set forth in the STF Public Filings or on Schedule 5.17(b), STF has not assumed any Sellerliability of any Person for cleanup, DCAcompliance or required capital expenditures in connection with any Environmental Claim. (c) Except as set forth in the STF Public Filings or on Schedule 5.17(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 STF or, to the knowledge of STF, on adjacent parcels of real property, and no part of such real property or, to the knowledge of STF, any Dental Practice or Purchaserpart 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 5.17(d), STF 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) To the Knowledge Each of InterDent, DCA Catalytica and its Subsidiaries 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 Effectfuture. All such Permits are valid and in full force and effect, no proceeding is pending or, to the Knowledge of InterDentCatalytica, 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 InterDentCatalytica, threatened in connection with the expiration or renewal of such Permits which could have a DCA Material Adverse EffectPermits. No material 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 Except as set forth in the Catalytica SEC Documents, 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") Claims asserted or threatened against Catalytica or any Seller of its Subsidiaries or DCA relating to any real property or equipment currently or formerly owned, leased or otherwise used Used by DCA Catalytica or any Dental Practiceof its Subsidiaries. To the actual knowledge None of Xxxxxxx Xxxxx, Xxxxxxxx Xxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxx and Xxxxxxx Xxxxx, none of the Dental Practices, any prior owner, lessee Catalytica or operator of said real property, its Subsidiaries 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 reasonably be expected to form the basis for an a material Environmental Claim against Catalytica or any Sellerof its Subsidiaries. Except for any Catalytica Leases, DCAnone of Catalytica or its Subsidiaries has assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Dental Practice Environmental Claim. (c) Except as set forth in the Catalytica SEC Documents, Catalytica and its Subsidiaries have been and 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. (d) As of the Closing, except in a manner that could not reasonably be expected to subject Catalytica or Purchaserany of its Subsidiaries to material liability, no Hazardous Materials are present on any real property currently owned, operated, occupied, controlled or leased by Catalytica or any of its Subsidiaries or were present on any other real property at the time it ceased to be owned, operated, occupied, controlled or leased by Catalytica or any of its Subsidiaries. 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 Catalytica Owned Premises and each Catalytica Leased Premises. (e) Catalytica has delivered to Worsley and the Companies or made available for inspection by Worsley and the Companies and their respective agents, representatives and employees all records in Catalytica’s possession concerning all current environmental Permits and material environmental liabilities associated with the Hazardous Materials Activities of Catalytica relating to any Catalytica Owned Premises or Catalytica Leased Premises including environmental audits and environmental assessments. (f) Catalytica is not 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 Catalytica and its Subsidiaries taken as a whole. Neither Catalytica nor any of its Subsidiaries 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 Catalytica or any of such Subsidiaries.

Permits; Environmental Matters. (a) To Except as otherwise set forth in Schedule 3.16(a), the Knowledge of InterDent, DCA Seller has all Permits necessary to own, operate, use and/or maintain its Properties and for the Seller to conduct its business and operations the Business as presently conducted and conducted. Except as expected to be conducted otherwise set forth in the future other than those Permits the absence of which would not have a DCA Material Adverse Effect. All Schedule 3.16(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of InterDentthe Seller, 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 InterDentthe Seller, threatened in connection with the expiration or renewal of such Permits which could have a DCA Material Adverse Effectadversely affect the ability of the Buyer to conduct the Business subsequent to Closing as presently conducted. No Except as otherwise set forth in Schedule 3.16(a), (i) 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 Effectinconsequential 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 3.16(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of InterDentthe Seller, threatened, or judgments or orders relating to any Hazardous Materials (collectively called "“Environmental Claims"”) asserted or threatened against any the Seller or DCA relating to any real property currently or formerly owned, leased or otherwise used Used by DCA or any Dental Practicethe Seller. To Neither the actual knowledge of Xxxxxxx XxxxxSeller nor, Xxxxxxxx Xxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxx and Xxxxxxx Xxxxx, none to the Knowledge of the Dental PracticesSeller, 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 the Buyer. Except as set forth on Schedule 3.16(b), the Seller 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 3.16(c): (i) 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 leased or Used in the Business or, to the Knowledge of the Seller, DCAon adjacent parcels of real property, provided, however, that Schedule 3.16(c) does not list the routine use or storage of Hazardous Materials by Seller in the ordinary course of the Business where such materials have not been released or disposed to the environment except in accordance with the terms and conditions of the Permits listed on Schedule 3.16(a); and (ii) to the Knowledge of Seller no part of real property currently or formerly leased or Used in the Business or any Dental Practice or Purchaserpart of adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 3.16(d), the Seller has been 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.