Common use of Pollution and Other Regulations Clause in Contracts

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries is in compliance with all Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Term Loan Agreement (Universal Outdoor Holdings Inc), Consolidation and Amendment (Universal Outdoor Inc), Revolving Credit Agreement (Universal Outdoor Holdings Inc)

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Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveexcept for such penalties, fines or forfeitures as are not reasonably likely to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the business of the Borrower Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower Parent and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower Parent nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent or such Subsidiary is a party or which would affect the ability of the Borrower Parent or such Subsidiary to operate any real property Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, individually or in the aggregate, have a Material Adverse Effect. There are are, as of the Restatement Effective Date Date, no Environmental Claims pending or, to the best knowledge of the Parent or the Borrower, threatened, which (a) challenge against the validity, term or entitlement of the Borrower Parent or any of its Subsidiaries for any permit, license, order or registration required for the operation in respect of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Vessel, Real Property or other facility owned or operated by the Borrower Parent or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could are reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent, any of its Subsidiaries or any Vessel, Real Property of or other facility owned by the Borrower Parent or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such casecase for clauses (i) and (ii) above, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time prior to the date of this Agreement or any subsequent Borrowing, been (i) generated, used, treated or stored on, or transported to or from, any Vessel, Real Property of or other facility at any time owned or operated by the Borrower Parent or any of its Subsidiaries or (ii) released on or from any such Vessel, Real PropertyProperty or other facility, except in each case for clauses (i) and (ii) above where such occurrence or event event, either individually or in the aggregate aggregate, is reasonably likely to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, individually or in the aggregate, have a Material Adverse Effect. There are are, as of the Restatement Effective Date Date, no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of against the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation in respect of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Vessel, Real Property or other facility owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Vessel, Real Property of or other facility owned by the Borrower or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time prior to the date of this Agreement or any subsequent Credit Event, been (i) generated, used, treated or stored on, or transported to or from, any Vessel, Real Property of or other facility at any time owned or operated by the Borrower or any of its Subsidiaries or (ii) released on or from any such Vessel, Real PropertyProperty or other facility, in each case where such occurrence or event event, either individually or in the aggregate aggregate, is reasonably likely to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (General Maritime Corp/), Credit Agreement (General Maritime Corp/), Credit Agreement (General Maritime Corp/)

Pollution and Other Regulations. (ai) Each of Holdings, the Borrower Parent and its Subsidiaries is are in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent nor any of its Subsidiaries is are liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower Parent and each of its Subsidiaries is are in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of Parent and its Subsidiaries is are not in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent or any such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary Parent and its Subsidiaries to operate the Vessel or any real property facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge knowledge, after due inquiry, of the BorrowerParent, threatened, which (a) challenge the validity, term or entitlement of the Borrower against Parent or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any real property, the Borrower drilling rig or facility owned or operated by Parent or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (ix) to form the basis of an Environmental Claim against Parent, the Borrower, Vessel or facility owned by any of its Subsidiaries or any Real Property of the Borrower or any of its SubsidiariesCredit Party, or (iiy) to cause such Real Property the Vessel or facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (bii) Hazardous Materials have not at any time been (ix) generated, used, treated or stored on, or transported to or from, any Real Property of drilling rig or facility including the Borrower Vessel at any time owned or operated by Parent or any of its Subsidiaries or (iiy) released on or from any Real Propertysuch drilling rig or facility, in each case where where, to Parent's knowledge, after due inquiry, such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Parent Guaranty (Noble Corp), Parent Guaranty (Noble Corp)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as could not reasonably likely be expected to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. foregoing. (b) All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Closing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as could not likely reasonably be expected to have a Material Adverse Effect. . (i) Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary any of its Subsidiaries to operate any real property Collateral Vessel, Real Property or other facility and (ii) no event has occurred and is continuing which, with the passage of time or the giving of notice or both, which would constitute noncompliance, breach of or default thereunder, except in relation to each such caseof clauses (i) and (ii) above, such noncompliance, breaches or defaults as are could not likely reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. For the avoidance of doubt, nothing in this clause (c) shall require any Immaterial Newbuild Subsidiary to perform its obligations under, or comply with the terms of, any shipbuilding contract to which it is a party. (d) There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of threatened against the Borrower or any of its Subsidiaries for any permitSubsidiary which, licenseeither individually or in the aggregate, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would could not reasonably be reasonably likely expected to have a Material Adverse Effect. . (e) There are no facts, circumstances, conditions or occurrences concerning Holdingson or relating to any Collateral Vessel, Real Property or other facility owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiary Guarantor that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries Subsidiary Guarantor or any Collateral Vessel, Real Property of or other facility owned by the Borrower or any of its SubsidiariesSubsidiary Guarantor, or (ii) to cause such Collateral Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are could not reasonably likely be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Scorpio Bulkers Inc.), Credit Agreement (Scorpio Bulkers Inc.)

Pollution and Other Regulations. Except as set forth -------------------------------- on Annex 6.18, (a) Each each of Holdings, the Borrower Holdings and its Subsidiaries is is, and has been, in compliance with all Environmental Laws governing or relating to its business for which business, and to the knowledge of Holdings and its Subsidiaries, there is no condition or circumstance that would be likely to prevent or interfere with such compliance in the future, except to the extent that such failure to comply is and any resulting costs, including but not limited to, remediation expenses, penalties, fines or forfeitures are not reasonably likely to to, individually, or in the aggregate, have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower Holdings and each of its Subsidiaries, as conducted as of the Restatement Effective Initial Borrowing Date and as of the Additional Borrowing Date, under any Environmental Law have been secured and the Borrower Holdings and each of its Subsidiaries is is, and has been, in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely individually, or in the aggregate, to have a Material Adverse Effect. Neither Holdings, the Borrower Holdings nor any of its Subsidiaries has received any written communication from any Person alleging that it is in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Holdings or such Subsidiary is a party or which would affect the ability of the Borrower Holdings or such Subsidiary to operate its business or any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunderproperty, except in each such case, such noncompliance, breaches or defaults as are not reasonably likely to, individually or in the aggregate, have a Material Adverse Effect. There are are, as of the Restatement Effective Initial Borrowing Date and as of the Additional Borrowing Date, no Environmental Claims pending or, to the best knowledge of the BorrowerHoldings or its Subsidiaries, threatened, including, without limitation, those which (a) challenge question the validity, term or entitlement of the Borrower Holdings or any of its Subsidiaries for any permit, license, order order, registration or registration approval required under any Environmental Law for the operation of any facility under the Environmental Laws which the Borrower Holdings or any of its Subsidiaries currently operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely likely, individually or in the aggregate, to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingsrelating to the business of Holdings or any of its Subsidiaries or, to the Borrower knowledge of Holdings or any of its Subsidiaries, any of their operations on or on relating to any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property or at any other location that could reasonably be expected (i) to form the basis of an Environmental Claim against the BorrowerHoldings, any of its Subsidiaries or any Real Property of the Borrower Holdings or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Graphic Controls Corp), Credit Agreement (Graphic Controls Corp)

Pollution and Other Regulations. (a) Each of Holdings, the The Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All Except as set forth on Annex VII, all licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and each of the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property conduct its business and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There Except as set forth in Annex VII, there are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which against the Borrower or any of its Subsidiaries, or which (a) challenge question the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries currently operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, on any Real Property at any time owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property Subsidiaries or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any currently owned or operated Real Property of the Borrower or any of its Subsidiaries, or (ii) (a) to cause any such Real Property currently owned or operated to be subject to any restrictions on the occupancy or use of such Real Property under any Environmental Law or (b) to cause any such owned Real Property to be subject to any restrictions on the ownership, occupancy, use ownership or transferability of such owned Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any such Real Property, in each case under clauses (i) and (ii) where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Geo Specialty Chemicals Inc), Credit Agreement (Geo Specialty Chemicals Inc)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Company and its Subsidiaries is in compliance with all Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower Company and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower Company and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals appro- vals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower Company nor any of its Subsidiaries is in noncompliance with, breach of or default under any applicable applic- able writ, order, judgment, injunction, or decree to which Holdings, the Borrower Company or such Subsidiary is a party or which would affect the ability of the Borrower Company or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not reasonably likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the BorrowerCompany, threatened, which (a) challenge the validity, term or entitlement of the Borrower Company or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower Company or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect.and (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower Company or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect. (c) All material Environmental Claims of the Company and its Subsidiaries (other than Eljer and its Subsidiaries) pending as of the Effective Date are set forth on Annex VI hereto.

Appears in 2 contracts

Samples: Credit Agreement (Zurn Industries Inc), Credit Agreement (Zurn Industries Inc)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing, except for such penalties, fines or forfeitures that are not reasonably likely to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and each of the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliancenoncompliances, breaches or defaults as are not likely to, either individually or in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of threatened against the Borrower or any of its Subsidiaries for any permitwhich, licenseeither individually or in the aggregate, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be are reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Vessel, Real Property or other facility owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Vessel, Real Property of or other facility owned by the Borrower or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that that, either individually or in the aggregate aggregate, are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Baltic Trading LTD), Credit Agreement (Baltic Trading LTD)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveexcept for such penalties, fines or forfeitures as are not reasonably likely to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the business of the Borrower Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower Parent and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower Parent nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent or such Subsidiary is a party or which would affect the ability of the Borrower Parent or such Subsidiary to operate any real property Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, individually or in the aggregate, have a Material Adverse Effect. There are are, as of the Restatement Effective Date Date, no Environmental Claims pending or, to the best knowledge of the Parent or the Borrower, threatened, which (a) challenge against the validity, term or entitlement of the Borrower Parent or any of its Subsidiaries for any permit, license, order or registration required for the operation in respect of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Vessel, Real Property or other facility owned or operated by the Borrower Parent or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent, any of its Subsidiaries or any Vessel, Real Property of or other facility owned by the Borrower Parent or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time prior to the date of this Agreement or any subsequent Credit Event, been (i) generated, used, treated or stored on, or transported to or from, any Vessel, Real Property of or other facility at any time owned or operated by the Borrower Parent or any of its Subsidiaries or (ii) released on or from any such Vessel, Real PropertyProperty or other facility, in each case where such occurrence or event event, either individually or in the aggregate aggregate, is reasonably likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (General Maritime Corp / MI), Credit Agreement (General Maritime Corp / MI)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries The Company is in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries Company is not liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its SubsidiariesCompany, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries Company is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor The Company is not in any of its Subsidiaries is respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary Company is a party or which would affect the ability of the Borrower or such Subsidiary Company to operate any real property the Vessel or facility owned or operated by the Company and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge knowledge, after due inquiry, of the BorrowerCompany, threatened, which (a) challenge against the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) Company wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, on the Borrower Vessel or any of its Subsidiaries, any of their operations facility owned or on any Real Property or, to operated by the knowledge of the Borrower, on any property adjacent to any such Real Property Company that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries Company or any Real Property of the Borrower Vessel or any of its Subsidiariesfacility owned by the Company, or (ii) to cause such Real Property the Vessel or facility owned or operated by the Company to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, the Vessel or facility at any Real Property of time owned or operated by the Borrower or any of its Subsidiaries Company or (ii) released on or from the Vessel or any Real Propertysuch facility, in each case where where, to the Company's knowledge, after due inquiry, such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Noble Drilling Corp), Note Purchase Agreement (Noble Drilling Corp)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent and its Subsidiaries is in compliance in all material respects with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveexcept for such penalties, fines or forfeitures that are not reasonably likely to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the business of the Borrower Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Datedate hereof, under any Environmental Law have been secured and the Borrower Parent and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower Parent nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent or such Subsidiary is a party or which would affect the ability of the Borrower Parent or such Subsidiary to operate any real property Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, individually or in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the BorrowerParent, threatened, which (a) challenge against the validity, term or entitlement of the Borrower Parent or any of its Subsidiaries for any permit, license, order or registration required for the operation in respect of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Vessel, Real Property or other facility owned or operated by the Borrower Parent or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent, any of its Subsidiaries or any Vessel, Real Property of or other facility owned by the Borrower Parent or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not not, at any time prior to the date of this Agreement or the Closing Date, been (i) generated, used, treated or stored on, or transported to or from, any Vessel, Real Property of or other facility at any time owned or operated by the Borrower Parent or any of its Subsidiaries or (ii) released on or from any such Vessel, Real PropertyProperty or other facility, in each case where such occurrence or event event, either individually or in the aggregate aggregate, is reasonably likely to have result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Oaktree Capital Management Lp), Credit Agreement (General Maritime Corp / MI)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveexcept for such penalties, fines or forfeitures as are not reasonably likely to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the business of the Borrower Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower Parent and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower Parent nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent or such Subsidiary is a party or which would affect the ability of the Borrower Parent or such Subsidiary Sub­sidi­ary to operate any real property Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, individually or in the aggregate, have a Material Adverse Effect. There are are, as of the Restatement Effective Date Date, no Environmental Claims pending or, to the best knowledge of the Parent or the Borrower, threatened, which (a) challenge against the validity, term or entitlement of the Borrower Parent or any of its Subsidiaries for any permit, license, order or registration required for the operation in respect of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Vessel, Real Property or other facility owned or operated by the Borrower Parent or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could are reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent, any of its Subsidiaries or any Vessel, Real Property of or other facility owned by the Borrower Parent or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such casecase for clauses (i) and (ii) above, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time prior to the date of this Agreement or any subsequent Borrowing, been (i) generated, used, treated or stored on, or transported to or from, any Vessel, Real Property of or other facility at any time owned or operated by the Borrower Parent or any of its Subsidiaries or (ii) released on or from any such Vessel, Real PropertyProperty or other facility, except in each case for clauses (i) and (ii) above where such occurrence or event event, either individually or in the aggregate aggregate, is reasonably likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (General Maritime Corp / MI), Credit Agreement (General Maritime Corp / MI)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent Guarantor and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as could not reasonably likely be expected to have a Material Adverse Effect, and neither Holdings, the Borrower Parent Guarantor nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. foregoing. (b) All licenses, permits, registrations or approvals required for the business of the Borrower and each of its SubsidiariesCredit Party, as conducted as of the Restatement Effective Initial Borrowing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries Credit Party is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as could not likely reasonably be expected to have a Material Adverse Effect. . (c) Neither Holdings, the Borrower Parent Guarantor nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent Guarantor or such Subsidiary is a party or which would affect the ability of the Borrower Parent Guarantor or such Subsidiary any of its Subsidiaries to operate any real property Collateral Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, which would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are could not likely reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. . (d) There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the BorrowerParent Guarantor, threatened, which (a) challenge threatened against the validity, term or entitlement of the Borrower Parent Guarantor or any of its Subsidiaries for any permitSubsidiary which, licenseeither individually or in the aggregate, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would could not reasonably be reasonably likely expected to have a Material Adverse Effect. . (e) There are no facts, circumstances, conditions or occurrences concerning Holdingson or relating to any Collateral Vessel, Real Property or other facility owned or operated by the Borrower Parent Guarantor or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent Guarantor, any of its Subsidiaries or any Collateral Vessel, Real Property of or other facility owned by the Borrower Parent Guarantor or any of its Subsidiaries, or (ii) to cause such Collateral Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are could not reasonably likely be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Athena Spinco Inc.)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent and its Subsidiaries is in compliance in all material respects with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveexcept for such penalties, fines or forfeitures that are not reasonably likely to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the business of the Borrower Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Datedate hereof, under any Environmental Law have been secured and the Borrower Parent and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower Parent nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent or such Subsidiary is a party or which would affect the ability of the Borrower Parent or such Subsidiary to operate any real property Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, individually or in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the BorrowerParent, Arlington or the Borrowers, threatened, which (a) challenge against the validity, term or entitlement of the Borrower Parent or any of its Subsidiaries for any permit, license, order or registration required for the operation in respect of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Vessel, Real Property or other facility owned or operated by the Borrower Parent or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent, any of its Subsidiaries or any Vessel, Real Property of or other facility owned by the Borrower Parent or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not not, at any time prior to the date of this Agreement or the Closing Date, been (i) generated, used, treated or stored on, or transported to or from, any Vessel, Real Property of or other facility at any time owned or operated by the Borrower Parent or any of its Subsidiaries or (ii) released on or from any such Vessel, Real PropertyProperty or other facility, in each case where such occurrence or event event, either individually or in the aggregate aggregate, is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (General Maritime Corp / MI)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent and its Subsidiaries is in compliance with all applicable Environmental Laws governing govern­ing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure fail­ure to comply com­ply with any of the foregoing in the manner set forth aboveexcept for such penalties, fines or forfeitures as are not reasonably likely to have a Material Adverse Effect. All licenses, permitsper­mits, registrations regis­trations or approvals required for the business of the Borrower Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower Parent and each of its Subsidiaries is in substantial compliance sub­stantial com­pli­ance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower Parent nor any of its Subsidiaries is in noncompliance any re­spect in noncom­pliance with, breach of or default under any applicable applic­able writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent or such Subsidiary is a party or which would affect the ability of the Borrower Parent or such Subsidiary Sub­sidi­ary to operate any real property Collateral Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliancenoncom­pli­ance, breach of or default thereunder, except in each such case, such noncompliancenoncompli­ance, breaches or defaults as are not likely to, individually or in the aggregateaggre­gate, have a Material Adverse Effect. There are are, as of the Restatement Effective Date Date, no Environmental Claims pending or, to the best knowledge of the Parent or the Borrower, threatenedthreat­ened, which (a) challenge against the validity, term or entitlement of the Borrower Parent or any of its Subsidiaries for any permit, license, order or registration required for the operation in respect of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable unfavor­able decision, ruling or finding would be reasonably rea­son­ably likely to have a Material Mate­rial Adverse Effect. There are no facts, circumstancescir­cum­stances, conditions con­di­tions or occurrences concerning Holdingson any Collateral Vessel, Real Property or other facility owned or operated by the Borrower Parent or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent, any of its Subsidiaries or any Collateral Vessel, Real Property of or other facility owned by the Borrower Parent or any of its Subsidiaries, or (ii) to cause such Collateral Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancyoccu­pancy, use or transferability of such Real Property trans­fer­ability under any Environmental Environ­mental Law, except in each such case, such Environmental Environ­mental Claims or restrictions restric­tions that individually in­divid­ually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time prior to the date of this Agreement or any subsequent Credit Event, been (i) generated, used, treated or stored on, or transported to or from, any Collateral Vessel, Real Property of or other facility at any time owned or operated by the Borrower Parent or any of its Subsidiaries Sub­sidi­aries or (ii) released on or from any such Collateral Vessel, Real PropertyProperty or other facility, in each case where such occurrence or event event, either individually or in the aggregate aggregate, is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (General Maritime Corp / MI)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Holdings and its Subsidiaries is in substantial compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Holdings nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower Holdings and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower Holdings and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower Holdings nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Holdings or such Subsidiary is a party or which would affect the ability of the Borrower Holdings or such Subsidiary to operate any real property Real Property, offshore drilling rig or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrowerany Credit Party which is a party to this Agreement, threatenedthreat ened, which (a) challenge the validity, term or entitlement of the Borrower against Holdings or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Real Property, the Borrower offshore drilling rig or other facility owned or operated by Holdings or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerHoldings, any of its Subsidiaries or any Real Property of the Borrower Property, offshore drilling rig or other facility owned by Holdings or any of its Subsidiaries, or (ii) to cause such Real Property Property, offshore drilling rig or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property transfer ability under any Environmental Law, except in each such case, such Environmental Environ mental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower Property, offshore drilling rig or other facility at any time owned or operated by Holdings or any of its Subsidiaries Subsidiaries, or (ii) released on or from any such Real Property, offshore drilling rig or other facility, in each case where where, to the best knowledge of any Credit Party which is a party to this Agreement, such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (R&b Falcon Corp)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All , (b) all licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured or applied for and each of the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith with is not likely to have a Material Adverse Effect. Neither Holdings, (c) neither the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree relating to Environmental Law to which Holdings, the Borrower or such Subsidiary is a party or and which would affect the ability of the Borrower or such Subsidiary to operate any real property conduct its business, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely tolikely, in the aggregate, to have a Material Adverse Effect. There , (d) there are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which against the Borrower or any of its Subsidiaries, which (a) challenge question the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries currently operates and or (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There , (e) there are no facts, circumstances, conditions or occurrences concerning Holdings, regarding the business or operations of the Borrower or any of its Subsidiaries, any of their operations or on any Real Property at any time owned or operated by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any currently owned or operated Real Property of the Borrower or any of its Subsidiaries, or (ii) (a) to cause any such Real Property currently owned or operated to be subject to any restrictions on the occupancy or use of such Real Property under any Environmental Law or (b) to cause any such owned Real Property to be subject to any restrictions on the ownership, occupancy, use ownership or transferability of such owned Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (bB) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of at any time owned or operated by the Borrower or any of its Subsidiaries or (ii) released on any such Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Universal Hospital Services Inc)

Pollution and Other Regulations. (a) Each To the best of HoldingsBorrower's knowledge, the (i) each of Borrower and its Material Subsidiaries is in substantial compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, ; and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All (ii) all licenses, permits, registrations or approvals required for to preserve the business ownership and operation of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, Rigs under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effectsecured. Neither Holdings, the Borrower nor any of its Material Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Material Subsidiary is a party or which would affect the ability of the Borrower or such Material Subsidiary to own or operate any real property Rig and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, to have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of the against Borrower or any of its Material Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated released on or stored on, from any offshore drilling rig or transported to vessel at any time owned or from, any Real Property of the operated by Borrower or any of its Subsidiaries or (ii) released on any Real PropertyMaterial Subsidiaries, in each case where where, to the best of Borrower's knowledge, such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Ensco International Inc)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property Real Property, Fleet Rig or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge knowledge, after due inquiry, of the Borrower, threatened, which (a) challenge the validity, term or entitlement of against the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Real Property, Fleet Rig or other facility owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Real Property of Property, Fleet Rig or other facility owned by the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property Property, Fleet Rig or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of Property, Fleet Rig or other facility at any time owned or operated by the Borrower or any of its Subsidiaries or (ii) released on or from any such Real Property, Fleet Rig or other facility, in each case where where, to the Borrower's knowledge, after due inquiry, such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Noble Drilling Corp)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Initial Borrowing Date, under any Environmental Law have been secured and each of the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property Mortgaged Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliancenoncompliances, breaches or defaults as are not likely to, either individually or in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of threatened against the Borrower or any of its Subsidiaries for any permitwhich, licenseeither individually or in the aggregate, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be are reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Mortgaged Vessel, Real Property or other facility owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Mortgaged Vessel, Real Property of or other facility owned by the Borrower or any of its Subsidiaries, or (ii) to cause such Mortgaged Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that that, either individually or in the aggregate aggregate, are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Genco Shipping & Trading LTD)

Pollution and Other Regulations. (a) Each Except as set forth in Section 2.14 of Holdingsthe Disclosure Letter, the Borrower Company and its Subsidiaries is are not in compliance with all Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effectviolation of, and neither Holdingsdo not presently have outstanding any liability under, the Borrower nor have not been notified that they are or may be liable under and do not have knowledge of any of its Subsidiaries is liable for liability or potential liability (including any material penalties, fines or forfeitures for failure liability relating to comply with any matters set forth in Section 2.14 of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective DateDisclosure Letter), under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower violation, liability or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that potential liability could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property Except as set forth in Section 2.14 of the Borrower Disclosure Letter, neither the Company nor any of its Subsidiaries has received a written request for information under any Environmental Laws stating or suggesting that the Company or any of its Subsidiaries has or may have liability thereunder or written notice that any such entity has been identified as a potentially responsible party under any Environmental Laws or any public health or safety or welfare law, nor has any such entity received any written notification that any Hazardous Substance that it or any of its respective predecessors in interest has generated, stored, treated, handled, transported, or disposed of, has been released or is threatened to be released at any site at which any Person intends to conduct or is conducting a remedial investigation or other action pursuant to any Environmental Laws. (iic) released on Except as set forth in Section 2.14 of the Disclosure Letter, each of the Company and its Subsidiaries has obtained all material permits, licenses or other authorizations required for the conduct of their respective operations under all applicable Environmental Laws and each such authorization is in full force and effect. (d) To the knowledge of the Company, neither the Company nor any Real Propertyof its Subsidiaries are in violation of 15 U.S.C. " 78dd-1, 78dd-2. (e) Except as set forth in Section 2.14 of the Disclosure Letter, each case where of the Company and its Subsidiaries complies in all material respects with all laws and regulations relating to equal employment opportunity and employee safety in all jurisdictions in which it is presently doing business, and Company will use its reasonable best efforts to comply, and to cause each of its Subsidiaries to comply, with all such occurrence or event individually or laws and regulations which may be legally imposed in the aggregate is reasonably likely to have a Material Adverse Effectfuture in jurisdictions in which Company or any of its Subsidiaries may then be doing business.

Appears in 1 contract

Samples: Securities Purchase Agreement (Law Companies Group Inc)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which liable (a) challenge question the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries currently operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, on any Real Property at any time owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property Subsidiaries or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any currently owned or operated Real Property of the Borrower or any of its Subsidiaries, or (ii) (a) to cause any such Real Property currently owned or operated to be subject to any restrictions on the occupancy or use of such Real Property under any Environmental Law or (b) to cause any such owned Real Property to be subject to any restrictions on the ownership, occupancy, use ownership or transferability of such owned Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any such Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Town Sports International Inc)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Initial Borrowing Date, under any Environmental Law have been secured and each of the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property conduct its business and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Initial Borrowing Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which against the Borrower or any of its Subsidiaries, or which (a) challenge question the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries currently operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, on any Real Property at any time owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property Subsidiaries or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any currently owned or operated Real Property of the Borrower or any of its Subsidiaries, or (ii) (a) to cause any such Real Property currently owned or operated to be subject to any restrictions on the occupancy or use of such Real Property under any Environmental Law or (b) to cause any such owned Real Property to be subject to any restrictions on the ownership, occupancy, use ownership or transferability of such owned Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any such Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Penhall Co)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. except for such penalties, fines or forfeitures as are not reasonably likely to have a Material Adverse Effect. (b) All licenses, permits, registrations or approvals required for the business of the Borrower Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and each of the Borrower Parent and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. . (c) Neither Holdings, the Borrower Parent nor any of its Subsidiaries is in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent or such Subsidiary is a party or which would affect the ability of the Borrower Parent or such Subsidiary to operate any real property Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, as such noncompliance, breaches or defaults as are not likely to, individually or in the aggregate, have a Material Adverse Effect. . (d) There are are, as of the Restatement Effective Date Date, no Environmental Claims pending or, to the best knowledge of the Parent or the Borrower, threatened, which (a) challenge against the validity, term or entitlement of the Borrower Parent or any of its Subsidiaries for any permit, license, order or registration required for the operation in respect of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. . (e) There are no facts, circumstances, conditions or occurrences concerning Holdingson any Vessel, Real Property or other facility owned or operated by the Borrower Parent or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could are reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent, any of its Subsidiaries or any Vessel, Real Property of or other facility owned by the Borrower Parent or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such casecase for clauses (i) and (ii) above, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (bf) Hazardous Materials have not at any time prior to the Effective Date, been (i) generated, used, treated or stored on, or transported to or from, any Vessel, Real Property of or other facility at any time owned or operated by the Borrower Parent or any of its Subsidiaries or (ii) released on or from any such Vessel, Real PropertyProperty or other facility, except in each case for clauses (i) and (ii) above where such occurrence or event event, either individually or in the aggregate aggregate, is reasonably likely to have a Material Adverse Effect. This Section 6.16 contains the sole and exclusive representations and warranties of the Credit Parties with respect to environmental, health and safety matters, including any relating to or arising under Environmental Laws, Environmental Claims or Hazardous Materials.

Appears in 1 contract

Samples: Credit Agreement (Gener8 Maritime, Inc.)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent Guarantor and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as could not reasonably likely be expected to have a Material Adverse Effect, and neither Holdings, the Borrower Parent Guarantor nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. foregoing. (b) All licenses, permits, registrations or approvals required for the business of the Borrower and each of its SubsidiariesCredit Party, as conducted as of the Restatement Effective Closing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries Credit Party is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as could not likely reasonably be expected to have a Material Adverse Effect. . (c) Neither Holdings, the Borrower Parent Guarantor nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent Guarantor or such Subsidiary is a party or which would affect the ability of the Borrower Parent Guarantor or such Subsidiary any of its Subsidiaries to operate any real property Collateral Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, which would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are could not likely reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. . (d) There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the BorrowerParent Guarantor, threatened, which (a) challenge threatened against the validity, term or entitlement of the Borrower Parent Guarantor or any of its Subsidiaries for any permitSubsidiary which, licenseeither individually or in the aggregate, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would could not reasonably be reasonably likely expected to have a Material Adverse Effect. . (e) There are no facts, circumstances, conditions or occurrences concerning Holdingson or relating to any Collateral Vessel, Real Property or other facility owned or operated by the Borrower Parent Guarantor or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent Guarantor, any of its Subsidiaries or any Collateral Vessel, Real Property of or other facility owned by the Borrower Parent Guarantor or any of its Subsidiaries, or (ii) to cause such Collateral Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are could not reasonably likely be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Athena Spinco Inc.)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effectbusiness, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in except such noncompliances, penalties, fines or forfeitures that have not had or with the manner set forth abovepassage of time are not reasonably likely to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is has not had or with the passage of time are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliancenoncompliances, breaches or defaults as have not had or with the passage of time are not reasonably likely toto have, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge question the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries currently operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate have not had or with the passage of time are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate has not had or with the passage of time is not reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (CSC Parent Corp)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as could not reasonably likely be expected to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. foregoing. (b) All licenses, permits, registrations or approvals required for the business of the Borrower and each of its SubsidiariesCredit Party, as conducted as of the Restatement Effective Initial Borrowing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries Credit Party is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as could not likely reasonably be expected to have a Material Adverse Effect. . (c) Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary any of its Subsidiaries to operate any real property Collateral Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, which would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are could not likely reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. . (d) There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of threatened against the Borrower or any of its Subsidiaries for any permitSubsidiary which, licenseeither individually or in the aggregate, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would could not reasonably be reasonably likely expected to have a Material Adverse Effect. . (e) There are no facts, circumstances, conditions or occurrences concerning Holdingson or relating to any Collateral Vessel, Real Property or other facility owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Collateral Vessel, Real Property of or other facility owned by the Borrower or any of its Subsidiaries, or (ii) to cause such Collateral Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are could not reasonably likely be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Diamond S Shipping Inc.)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is could reasonably likely be expected to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is could not likely reasonably be expected to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are could not likely to, in the aggregate, reasonably be expected to have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (ai) challenge question the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries currently operates and (bii) wherein an unfavorable decision, ruling or finding would could reasonably be reasonably likely expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, the Borrower or any of its Subsidiaries, any of their operations or on any owned Real Property or, to the knowledge of the Borrower, on any property adjacent to any such owned Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are could not reasonably likely be expected to have a Material Adverse Effect. (b) Hazardous Materials have not not, to the knowledge of the Borrower, at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is could reasonably likely be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Peebles Inc)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Initial Borrowing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property Real Property, offshore drilling rig or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Initial Borrowing Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of against the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Real Property, offshore drilling rig or other facility owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Real Property of Property, offshore drilling rig or other facility owned by the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property Property, offshore drilling rig or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect.. 0000DSZS.W51 (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of Property, offshore drilling rig or other facility at any time owned or operated by the Borrower or any of its Subsidiaries or (ii) released on or from any such Real Property, offshore drilling rig or other facility, in each case where where, to the best of the Borrower's knowledge, such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Diamond Offshore Drilling Inc)

Pollution and Other Regulations. (a) Each of Holdings, the The Borrower and each of ------------------------------- its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and each of the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which any (a) challenge question the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries currently operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, on any Real Property at any time owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property Subsidiaries or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any currently owned or operated Real Property of the Borrower or any of its Subsidiaries, or (ii) (a) to cause any such Real Property currently owned or operated to be subject to any restrictions on the occupancy or use of such Real Property under any Environmental Law or (b) to cause any such owned Real Property to be subject to any restrictions on the ownership, occupancy, use ownership or transferability of such owned Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any such Real Property, in each case under clauses (i) and (ii) where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Geo Specialty Chemicals Inc)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Company and its Subsidiaries is in compliance with all Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower Company and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower Company and each of its Subsidiaries is in substantial sub- stantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower Company nor any of its Subsidiaries is in noncompliance with, breach of or default under any applicable applic- able writ, order, judgment, injunction, or decree to which Holdings, the Borrower Company or such Subsidiary is a party or which would affect the ability of the Borrower Company or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not reasonably likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the BorrowerCompany, threatened, which (a) challenge the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect.term (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower Company or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect. (c) All material Environmental Claims of the Company and its Subsidiaries pending as of the Restatement Effective Date are set forth on Annex VI hereto.

Appears in 1 contract

Samples: Credit Agreement (Zurn Industries Inc)

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Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. except for such penalties, fines or forfeitures as are not reasonably likely to have a Material Adverse Effect. (b) All licenses, permits, registrations or approvals required for the business of the Borrower Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Closing Date, under any Environmental Law have been secured and each of the Borrower Parent and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. . (c) Neither Holdings, the Borrower Parent nor any of its Subsidiaries is in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent or such Subsidiary is a party or which would affect the ability of the Borrower Parent or such Subsidiary to operate any real property Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, as such noncompliance, breaches or defaults as are not likely to, individually or in the aggregate, have a Material Adverse Effect. . (d) There are are, as of the Restatement Effective Date Closing Date, no Environmental Claims pending or, to the best knowledge of the Parent or the Borrower, threatened, which (a) challenge against the validity, term or entitlement of the Borrower Parent or any of its Subsidiaries for any permit, license, order or registration required for the operation in respect of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. . (e) There are no facts, circumstances, conditions or occurrences concerning Holdingson any Vessel, Real Property or other facility owned or operated by the Borrower Parent or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could are reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent, any of its Subsidiaries or any Vessel, Real Property of or other facility owned by the Borrower Parent or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such casecase for clauses (i) and (ii) above, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (bf) Hazardous Materials have not at any time prior to the Closing Date, been (i) generated, used, treated or stored on, or transported to or from, any Vessel, Real Property of or other facility at any time owned or operated by the Borrower Parent or any of its Subsidiaries or (ii) released on or from any such Vessel, Real PropertyProperty or other facility, except in each case for clauses (i) and (ii) above where such occurrence or event event, either individually or in the aggregate aggregate, is reasonably likely to have a Material Adverse Effect. This Section 6.16 contains the sole and exclusive representations and warranties of the Credit Parties with respect to environmental, health and safety matters, including any relating to or arising under Environmental Laws, Environmental Claims or Hazardous Materials.

Appears in 1 contract

Samples: Credit Agreement (Gener8 Maritime, Inc.)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its 34 Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge question the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries currently operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually individually, or in the aggregate aggregate, are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Hosiery Corp of America Inc)

Pollution and Other Regulations. Except as set forth on Schedule ------------------------------- -------- 6.18 or in the Environmental Studies: ---- (a) Each each of Holdings, the Borrower and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is could reasonably likely be expected to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Initial Borrowing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is could not likely reasonably be expected to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are could not likely to, in the aggregate, reasonably be expected to have a Material Adverse Effect. There are as of the Restatement Effective Initial Borrowing Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (ai) challenge question the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries currently operates and (bii) wherein an unfavorable decision, ruling or finding would could reasonably be reasonably likely expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, the Borrower or any of its Subsidiaries, any of their operations or on any owned Real Property or, to the knowledge of the Borrower, on any property adjacent to any such owned Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are could not reasonably likely be expected to have a Material Adverse Effect., and (b) Hazardous Materials have not not, to the knowledge of the Borrower, at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is could reasonably likely be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (HCC Industries International)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower Parent and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower Parent nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent or such Subsidiary is a party or which would affect the ability of the Borrower Parent or such Subsidiary to operate any real property material asset and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrowerany Credit Party, after due inquiry, threatened, which (a) challenge the validity, term or entitlement of the Borrower against Parent or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Real Property, the Borrower offshore drilling rig, vessel or other facility owned or operated by Parent or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent, any of its Subsidiaries or any Real Property of the Borrower Property, offshore drilling rig, vessel or other facility owned by Parent or any of its Subsidiaries, or (ii) to cause such Real Property Property, offshore drilling rig, vessel or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower Property, offshore drilling rig, vessel or other facility at any time owned or operated by Parent or any of its Subsidiaries or (ii) released on or from any such Real Property, offshore drilling rig, vessel or other facility, in each case where where, to the knowledge of any Credit Party, after due inquiry, such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Noble Corp)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent Guarantor and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as could not reasonably likely be expected to have a Material Adverse Effect, and neither Holdings, the Borrower Parent Guarantor nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. foregoing. (b) All licenses, permits, registrations or approvals required for the business of the Borrower and each of its SubsidiariesCredit Party, as conducted as of the Restatement Effective Borrowing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries Credit Party is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as could not likely reasonably be expected to have a Material Adverse Effect. . (c) Neither Holdings, the Borrower Parent Guarantor nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent Guarantor or such Subsidiary is a party or which would affect the ability of the Borrower Parent Guarantor or such Subsidiary any of its Subsidiaries to operate any real property Collateral Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, which would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are could not likely reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. . (d) There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the BorrowerParent Guarantor, threatened, which (a) challenge threatened against the validity, term or entitlement of the Borrower Parent Guarantor or any of its Subsidiaries for any permitSubsidiary which, licenseeither individually or in the aggregate, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would could not reasonably be reasonably likely expected to have a Material Adverse Effect. . (e) There are no facts, circumstances, conditions or occurrences concerning Holdingson or relating to any Collateral Vessel, Real Property or other facility owned or operated by the Borrower Parent Guarantor or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent Guarantor, any of its Subsidiaries or any Collateral Vessel, Real Property of or other facility owned by the Borrower Parent Guarantor or any of its Subsidiaries, or (ii) to cause such Collateral Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are could not reasonably likely be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Athena Spinco Inc.)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and ------------------------------- its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Initial Borrowing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Initial Borrowing Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge question the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries currently operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually individually, or in the aggregate aggregate, are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Hci Direct Inc)

Pollution and Other Regulations. (a) Each of Holdingsthe Corporate Guarantor, the Borrower and its their respective Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as could not reasonably likely be expected to have a Material Adverse Effect, and neither Holdingsthe Corporate Guarantor, nor the Borrower nor any of its their respective Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. foregoing. (b) All licenses, permits, registrations or approvals required for the business of the Borrower and each of its SubsidiariesCredit Party, as conducted as of the Restatement Effective Closing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries Credit Party is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as could not likely reasonably be expected to have a Material Adverse Effect. . (c) Neither Holdingsthe Corporate Guarantor, nor the Borrower nor any of its their respective Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Corporate Guarantor or such Subsidiary is a party or which would affect the ability of the Corporate Guarantor, the Borrower or such Subsidiary any of their respective Subsidiaries to operate any real property Collateral Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, which would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are could not likely reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. . (d) There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Corporate Guarantor or the Borrower, threatenedthreatened against the Corporate Guarantor, which (a) challenge the validity, term or entitlement of the Borrower or any of its their respective Subsidiaries for any permitwhich, licenseeither individually or in the aggregate, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would could not reasonably be reasonably likely expected to have a Material Adverse Effect. . (e) There are no facts, circumstances, conditions or occurrences concerning Holdingson or relating to any Collateral Vessel, Real Property or other facility owned or operated by the Corporate Guarantor, the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property respective Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerCorporate Guarantor, the Borrower any of its their respective Subsidiaries or any Collateral Vessel, Real Property of or other facility owned by the Corporate Guarantor, the Borrower or any of its their respective Subsidiaries, or (ii) to cause such Collateral Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are could not reasonably likely be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Athena Spinco Inc.)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, individually or in the aggregate, have a Material Adverse Effect. There are are, as of the Restatement Effective Date Date, no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of against the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation in respect of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Vessel, Real Property or other facility owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Vessel, Real Property of or other facility owned by the Borrower or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not Neither the Borrower, nor any of its Subsidiaries, has at any time been prior to the date of this Agreement or any subsequent Credit Event, (i) generated, used, treated or stored Hazardous Materials on, or transported Hazardous Materials to or from, any Vessel, Real Property of or other facility at any time owned or operated by the Borrower or any of its Subsidiaries or (ii) released Hazardous Materials on or from any such Vessel, Real PropertyProperty or other facility, in each case where such occurrence or event event, either individually or in the aggregate aggregate, is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Todco)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries is in compliance with all Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of the Borrower or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Real Property of the Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Universal Outdoor Holdings Inc)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and each of the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliancenoncompliances, breaches or defaults as are not likely to, either individually or in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of threatened against the Borrower or any of its Subsidiaries for any permitwhich, licenseeither individually or in the aggregate, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be are reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Vessel, Real Property or other facility owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Vessel, Real Property of or other facility owned by the Borrower or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that that, either individually or in the aggregate aggregate, are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Genco Shipping & Trading LTD)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. except for such penalties, fines or forfeitures as are not reasonably likely to have a Material Adverse Effect. (b) All licenses, permits, registrations or approvals required for the business of the Borrower Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Closing Date, under any Environmental Law have been secured and each of the Borrower Parent and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. . (c) Neither Holdings, the Borrower Parent nor any of its Subsidiaries is in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent or such Subsidiary is a party or which would affect the ability of the Borrower Parent or such Subsidiary to operate any real property Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, as such noncompliance, breaches or defaults as are not likely to, individually or in the aggregate, have a Material Adverse Effect. . (d) There are are, as of the Restatement Effective Date Closing Date, no Environmental Claims pending or, to the best knowledge of the Parent or the Borrower, threatened, which (a) challenge against the validity, term or entitlement of the Borrower Parent or any of its Subsidiaries for any permit, license, order or registration required for the operation in respect of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. . (e) There are no facts, circumstances, conditions or occurrences concerning Holdingson any Vessel, Real Property or other facility owned or operated by the Borrower Parent or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could are reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent, any of its Subsidiaries or any Vessel, Real Property of or other facility owned by the Borrower Parent or any of its Subsidiaries, or (ii) to cause such Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such casecase for clauses (i) and (ii) above, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (bf) Hazardous Materials have not at any time prior to the Closing Date, been (i) generated, used, treated or stored on, or transported to or from, any Vessel, Real Property of or other facility at any time owned or operated by the Borrower Parent or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.or

Appears in 1 contract

Samples: Credit Agreement

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as could not reasonably likely be expected to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. foregoing. (b) All licenses, permits, registrations or approvals required for the business of the Borrower and each of its SubsidiariesCredit Party, as conducted as of the Restatement Effective Closing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries Credit Party is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as could not likely reasonably be expected to have a Material Adverse Effect. . (c) Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary any of its Subsidiaries to operate any real property Collateral Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, which would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are could not likely reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. . (d) There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of threatened against the Borrower or any of its Subsidiaries for any permitSubsidiary which, licenseeither individually or in the aggregate, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would could not reasonably be reasonably likely expected to have a Material Adverse Effect. . (e) There are no facts, circumstances, conditions or occurrences concerning Holdingson or relating to any Collateral Vessel, Real Property or other facility owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Collateral Vessel, Real Property of or other facility owned by the Borrower or any of its Subsidiaries, or (ii) to cause such Collateral Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are could not reasonably likely be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Diamond S Shipping Inc.)

Pollution and Other Regulations. Except as set forth in ------------------------------- Schedule 8.12, (ai) Each the operations of Holdings, the Borrower Company and its Subsidiaries is are in full compliance with all Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithLaws, except such licenses, permits, registrations or approvals where the failure to secure or to so comply therewith does not have and is not likely to have a Material Adverse Effect. Neither Holdings; (ii) the Company and its Subsidiaries have obtained all necessary permits or authorizations required under Environmental Laws, except where the Borrower nor failure to so obtain does not have, and is not likely to have, a Material Adverse Effect; (iii) to the knowledge of the Company and its Subsidiaries, there has been no Release at any of the properties owned or operated by the Company and its Subsidiaries or a Predecessor, or at any disposal or treatment facility which received Hazardous Materials generated by the Company, any of its Subsidiaries is in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date Predecessor; (iv) no Environmental Claims pending orrelating to (A) any assets, to the best knowledge properties or businesses of the BorrowerCompany, threatenedany Subsidiary or any Predecessor; (B) properties adjoining properties or businesses owned or operated by the Company, any Subsidiary or any Predecessor; or (C) any facilities which (a) challenge received Hazardous Materials generated by the validityCompany, term any Subsidiary or entitlement of any Predecessor, have been asserted against the Borrower Company or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdings, the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the BorrowerCompany and its Subsidiaries, on any property adjacent to Predecessor, nor does the Company or any of its Subsidiaries have knowledge or notice that any such Real Property that could reasonably be expected Environmental Claim is threatened or pending; and (iv) to form the basis knowledge of an the Company and its Subsidiaries, no Environmental Claim has been asserted against any facilities that may have received Hazardous Materials generated by the Borrower, Company or any of its Subsidiaries or any Real Property Predecessor; provided, that for the purposes of clauses -------- (iii) and (v) of this Section 8.12, knowledge of the Borrower or Company and its Subsidiaries with respect to offsite facilities shall mean actual knowledge without inquiry other than the review by the Company and its Subsidiaries of certain environmental database search results of offsite facilities, copies of which have been previously provided to Electra and which are described on Schedule 8.12. The Company does not believe that any of its Subsidiariesthe items listed on ------------- Schedule 8.12 pertaining to clauses (iii), or (iiiv) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate and (v) above are not reasonably likely to have ------------- a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Career Education Corp)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and each of the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary to operate any real property Mortgaged Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliancenoncompliances, breaches or defaults as are not likely to, either individually or in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of threatened against the Borrower or any of its Subsidiaries for any permitwhich, licenseeither individually or in the aggregate, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be are reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Mortgaged Vessel, Real Property or other facility owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries or any Mortgaged Vessel, Real Property of or other facility owned by the Borrower or any of its Subsidiaries, or (ii) to cause such Mortgaged Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that that, either individually or in the aggregate aggregate, are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Genco Shipping & Trading LTD)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent and its Subsidiaries is in compliance with all applicable Environmental Laws governing govern­ing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure fail­ure to comply com­ply with any of the foregoing in the manner set forth aboveexcept for such penalties, fines or forfeitures as are not reasonably likely to have a Material Adverse Effect. All licenses, permitsper­mits, registrations regis­trations or approvals required for the business of the Borrower Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower Parent and each of its Subsidiaries is in substantial compliance sub­stantial com­pli­ance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower Parent nor any of its Subsidiaries is in noncompliance any re­spect in noncom­pliance with, breach of or default under any applicable applic­able writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent or such Subsidiary is a party or which would affect the ability of the Borrower Parent or such Subsidiary Sub­sidi­ary to operate any real property the Collateral Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliancenoncom­pli­ance, breach of or default thereunder, except in each such case, such noncompliancenoncompli­ance, breaches or defaults as are not likely to, individually or in the aggregateaggre­gate, have a Material Adverse Effect. There are are, as of the Restatement Effective Date Date, no Environmental Claims pending or, to the best knowledge of the Parent or the Borrower, threatenedthreat­ened, which (a) challenge against the validity, term or entitlement of the Borrower Parent or any of its Subsidiaries for any permit, license, order or registration required for the operation in respect of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable unfavor­able decision, ruling or finding would be reasonably rea­son­ably likely to have a Material Mate­rial Adverse Effect. There are no facts, circumstancescir­cum­stances, conditions con­di­tions or occurrences concerning Holdingson the Collateral Vessel, Real Property or other facility owned or operated by the Borrower Parent or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent, any of its Subsidiaries or any the Collateral Vessel, Real Property of or other facility owned by the Borrower Parent or any of its Subsidiaries, or (ii) to cause such the Collateral Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancyoccu­pancy, use or transferability of such Real Property trans­fer­ability under any Environmental Environ­mental Law, except in each such case, such Environmental Environ­mental Claims or restrictions restric­tions that individually in­divid­ually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time prior to the date of this Agreement or any subsequent Credit Event, been (i) generated, used, treated or stored on, or transported to or from, any the Collateral Vessel, Real Property of or other facility at any time owned or operated by the Borrower Parent or any of its Subsidiaries Sub­sidi­aries or (ii) released on or from any the Collateral Vessel, Real PropertyProperty or other facility, in each case where such occurrence or event event, either individually or in the aggregate aggregate, is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (General Maritime Corp / MI)

Pollution and Other Regulations. (ai) Each of Holdings, the Borrower The Parent Guarantor and its Subsidiaries is are in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent Guarantor nor any of its Subsidiaries is are liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower Parent Guarantors and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower Parent Guarantor and each of its Subsidiaries is are in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of The Parent Guarantor and its Subsidiaries is are not in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent Guarantor or any such Subsidiary is a party or which would affect the ability of the Borrower or such Subsidiary Parent Guarantor and its Subsidiaries to operate the Mortgaged Rigs or any real property facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge knowledge, after due inquiry, of the BorrowerParent Guarantor, threatened, which (a) challenge against the validity, term or entitlement of the Borrower Parent Guarantor or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any real property, drilling rig or facility owned or operated by the Borrower Parent Guarantor or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (ix) to form the basis of an Environmental Claim against the BorrowerParent Guarantor, any of its Subsidiaries Mortgaged Rig or facility owned by any Real Property of the Borrower or any of its SubsidiariesCredit Party, or (iiy) to cause such Real Property the Vessel or facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (bii) Hazardous Materials have not at any time been (ix) generated, used, treated or stored on, or transported to or from, any Real Property of drilling rig or facility including the Borrower Mortgaged Rigs at any time owned or operated by the Parent Guarantor or any of its Subsidiaries or (iiy) released on or from any Real Propertysuch drilling rig or facility, in each case where where, to the Parent Guarantor's knowledge, after due inquiry, such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Guaranty (Noble Drilling Corp)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Parent and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Parent nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower Parent and each of its Subsidiaries, as conducted as of the Restatement Effective Closing Date, under any Environmental Law have been secured and the Borrower Parent and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower Parent nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Parent or such Subsidiary is a party or which would affect the ability of the Borrower Parent or such Subsidiary to operate any real property material asset and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Closing Date no Environmental Claims pending or, to the best knowledge of the Borrowerany Credit Party, after due inquiry, threatened, which (a) challenge the validity, term or entitlement of the Borrower against Parent or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Real Property, the Borrower offshore drilling rig, vessel or other facility owned or operated by Parent or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerParent, any of its Subsidiaries or any Real Property of the Borrower Property, offshore drilling rig, vessel or other facility owned by Parent or any of its Subsidiaries, or (ii) to cause such Real Property Property, offshore drilling rig, vessel or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower Property, offshore drilling rig, vessel or other facility at any time owned or operated by Parent or any of its Subsidiaries or (ii) released on or from any such Real Property, offshore drilling rig, vessel or other facility, in each case where where, to the knowledge of any Credit Party, after due inquiry, such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Noble Corp)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower and its Subsidiaries Obligor is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as could not reasonably likely be expected to have a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries no Obligor is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. foregoing. (b) All licenses, permits, registrations or approvals to the Borrower’s knowledge required for the business of the Borrower and each of its SubsidiariesSubsidiary Guarantor, as conducted as of the Restatement Effective Closing Date, under any Environmental Law have been secured and the Borrower and each of its Subsidiaries Subsidiary Guarantor is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as could not likely reasonably be expected to have a Material Adverse Effect. . (c) Neither Holdings, the Borrower nor any of Subsidiary Guarantor is, to its Subsidiaries is knowledge, in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower or such Subsidiary Guarantor is a party or which would affect the ability of the Borrower or such Subsidiary Guarantor to operate any real property Collateral Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, which would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are could not likely reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. . (d) There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the Borrower, threatened, which (a) challenge the validity, term or entitlement of threatened against the Borrower or any of its Subsidiaries for any permitSubsidiary Guarantor which, licenseeither individually or in the aggregate, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would could not reasonably be reasonably likely expected to have a Material Adverse Effect. . (e) There are no facts, circumstances, conditions or occurrences concerning Holdingson or relating to any Collateral Vessel, Real Property or other facility owned or operated by the Borrower or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiary Guarantor that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the Borrower, any of its Subsidiaries Subsidiary Guarantor or any Collateral Vessel, Real Property of or other facility owned by the Borrower or any of its SubsidiariesSubsidiary Guarantor, or (ii) to cause such Collateral Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are could not reasonably likely be expected to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Baltic Trading LTD)

Pollution and Other Regulations. (a) Each of Holdings, the Borrower Holdings and its Subsidiaries is in compliance with all applicable Environmental Laws governing its business business, except for which failure such failures to comply is as are not reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Holdings nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower Holdings and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower Holdings and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is as are not reasonably likely to have a Material Adverse Effect. Neither Holdings, the Borrower Holdings nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Holdings or such Subsidiary is a party or which would affect the ability of the Borrower Holdings or such Subsidiary to operate any real property Top Glory Vessel, Real Property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, individually or in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of the BorrowerHoldings, threatened, which (a) challenge the validity, term or entitlement of the Borrower threatened against Holdings or any of its Subsidiaries for any permitwhich, licenseeither individually or in the aggregate, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be are reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Top Glory Vessel, the Borrower Real Property or other facility owned or operated by Holdings or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerHoldings, any of its Subsidiaries or any Top Glory Vessel, Real Property of the Borrower or other facility owned by Holdings or any of its Subsidiaries, or (ii) to cause such Top Glory Vessel, Real Property or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Genco Shipping & Trading LTD)

Pollution and Other Regulations. (a) a Each of Holdings, the Borrower Holdings and its Subsidiaries is in substantial compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither Holdings, the Borrower Holdings nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth aboveforegoing. All licenses, permits, registrations or approvals required for the business of the Borrower Holdings and each of its Subsidiaries, as conducted as of the Restatement Effective Date, under any Environmental Law have been secured and the Borrower Holdings and each of its Subsidiaries is in substantial compliance therewith, except such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not likely to have a Material Adverse Effect. Neither Holdings, the Borrower Holdings nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which Holdings, the Borrower Holdings or such Subsidiary is a party or which would affect the ability of the Borrower Holdings or such Subsidiary to operate any real property Real Property, offshore drilling rig or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as are not likely to, in the aggregate, have a Material Adverse Effect. There are as of the Restatement Effective Date no Environmental Claims pending or, to the best knowledge of Holdings and the Borrower, threatened, which (a) challenge the validity, term or entitlement of the Borrower against Holdings or any of its Subsidiaries for any permit, license, order or registration required for the operation of any facility under the Environmental Laws which the Borrower or any of its Subsidiaries operates and (b) wherein an unfavorable decision, ruling or finding would be reasonably likely to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences concerning Holdingson any Real Property, the Borrower offshore drilling rig or other facility owned or operated by Holdings or any of its Subsidiaries, any of their operations or on any Real Property or, to the knowledge of the Borrower, on any property adjacent to any such Real Property Subsidiaries that could is reasonably be expected likely (i) to form the basis of an Environmental Claim against the BorrowerHoldings, any of its Subsidiaries or any Real Property of the Borrower Property, offshore drilling rig or other facility owned by Holdings or any of its Subsidiaries, or (ii) to cause such Real Property Property, offshore drilling rig or other facility to be subject to any restrictions on the its ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Borrower or any of its Subsidiaries or (ii) released on any Real Property, in each case where such occurrence or event individually or in the aggregate is reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (R&b Falcon Corp)

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