Common use of Safety, Zoning, and Environmental Matters Clause in Contracts

Safety, Zoning, and Environmental Matters. To the Seller's knowledge the facilities, offices or properties in or on which the Seller carries on any aspect of its ownership or operation of the Acquired Assets or conduct of any of the Processing Activities are not in violation in any material respect of any zoning, health or safety law or regulation, including, without limitation, the Occupational Safety and Health Act of 1970, as amended, the Atomic Energy Act of 1954, as amended, and the Americans With Disabilities Act, as promulgated and in effect on the date hereof. Except as set forth in SCHEDULE 5.8 hereto, to the Seller's knowledge, except for any violation of any Environmental Law that individually or in the aggregate will not have a Material Adverse Effect: (a) insofar as it relates to the Seller's or Westinghouse's ownership or operation of the Acquired Assets or the conduct by the Seller of any of the Processing Activities, neither the Seller nor Westinghouse has received notice from any third party, including without limitation any federal, state or local governmental authority, (i) that the Seller or any predecessor in interest has been identified by the United States Environmental Protection Agency ("EPA") or any state regulatory authority as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Xxxxxxxx X (0086); (ii) that any hazardous waste as defined by 42 U.S.C. [Section]6903(5), any hazardous substances as defined by 42 U.S.C. [Section]9601(14), any pollutant or contaminant as defined by 42 U.S.C. [Section]9601(33) and any Hazardous Substances which the Seller or any predecessor in interest has generated, transported or disposed of has been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Seller or any predecessor in interest conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that the Seller or any predecessor in interest is or will be a named party to any claim, action, cause of action, complaint (contingent or otherwise) or legal or administrative proceeding arising out of any third party's incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the Release of Hazardous Substances; and (b) insofar as it relates to the Seller's ownership or operation of the Acquired Assets, the conduct by the Seller of any of the Processing Activities or the Owned Real Property or Gallxxxx Facility, (i) no underground tank or other underground storage receptacle for Hazardous Substances is located on any of the Owned Real Property or the Gallxxxx Xxxility; (ii) there have been no Releases by the Seller on, upon, into or from such properties, except for any such Releases effected in compliance in all material respects with Environmental Laws and that individually and in the aggregate will not have a Material Adverse Effect; (iii) there have been no Releases on, upon, from or into any real property in the vicinity of any real property presently or formerly owned, leased or operated by the Seller which, through soil or groundwater contamination, may have come to be located on, and which would have a material adverse effect on the value of, the Owned Real Property.

Safety, Zoning, and Environmental Matters. To Schedule 3.24 hereto includes legal descriptions of all real property owned or leased by the Seller's knowledge Company and its Subsidiaries. Except as set forth on Schedule 3.24: (a) Neither the facilitiesplants, offices or properties in or on which the Seller Company or any of its Subsidiaries carries on any aspect of its ownership respective business nor the activities conducted therein or operation of the Acquired Assets or conduct of any of the Processing Activities thereon, are not in material violation in any material respect of any zoning, health or safety law or regulation, including, without limitation, the Occupational Safety and Health Act of 1970, as amended; (b) None of the Company, any of its Subsidiaries or any operator of any of the real property presently or formerly owned, leased or operated by any of them, is in violation, or alleged violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation those arising under the Resource Conservation and Recovery Act ("RCRA"), the Atomic Energy Comprehensive Environmental Response, Compensation and Liability Act of 19541980, as amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Federal Clean Water Act, the Solid Wastes Disposal Act, as amended, and the Americans With Disabilities Federal Clean Air Act, as promulgated and in effect on amended, the date hereof. Except as set forth in SCHEDULE 5.8 heretoToxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to health, safety or the Seller's knowledge, except for any violation of any environment (hereinafter "Environmental Law that individually or in the aggregate will not have a Material Adverse Effect:Laws"); (ac) insofar as it relates to the Seller's or Westinghouse's ownership or operation None of the Acquired Assets Company or the conduct by the Seller of any of the Processing Activities, neither the Seller nor Westinghouse its Subsidiaries has received notice from any third party, including without limitation any federal, state or local governmental authority, (i) that the Seller Company or any of its Subsidiaries or any predecessor in interest has been identified by the United States Environmental Protection Agency ("EPA") or any state regulatory authority as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Xxxxxxxx X (0086)X; (iixi) that any "hazardous waste waste" as defined by 42 U.S.C. [Section]6903(5ss.6903(5), any "hazardous substances substances" as defined by 42 U.S.C. [Section]9601(14ss.9601(14), any pollutant "pollutant" or contaminant "contaminant" as defined by 42 U.S.C. [Section]9601(33ss.9601(33) and any Hazardous Substances which the Seller or any predecessor in interest toxic substance, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws ("Hazardous Substances") which any one of them has generated, transported or disposed of has been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Seller Company or any of its Subsidiaries or any predecessor in interest conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that the Seller or any predecessor in interest of them is or will shall be a named party to any claim, action, cause of action, complaint (contingent or otherwise) or legal or administrative proceeding arising out of any third party's incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the Release release of Hazardous Substances; and; (b) insofar as it relates to the Seller's ownership or operation of the Acquired Assets, the conduct by the Seller of any of the Processing Activities or the Owned Real Property or Gallxxxx Facility, (i) No portion of any real property presently or formerly owned, leased or operated by the Company or any of its Subsidiaries has been used for the handling, manufacturing, processing, storage or disposal of Hazardous Substances and no underground tank or other underground storage receptacle for Hazardous Substances is located on any of the Owned Real Property or the Gallxxxx Xxxilitysuch properties; (ii) there in the course of any activities conducted by the Company or any of its Subsidiaries or operators of any real property presently or formerly owned, leased or operated by the Company or any of its Subsidiaries, no Hazardous Substances have been no Releases by the Seller on, upon, into generated or from are being used on such properties, except for any such Releases effected in compliance in all material respects with Environmental Laws and that individually and in the aggregate will not have a Material Adverse Effect; (iii) there have been no Releases releases (i.e., any past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping) or threatened releases of Hazardous Substances on, upon, into or from any real property presently or formerly owned, leased or operated by the Company or any of its Subsidiaries; (iv) there have been no releases of Hazardous Substances on, upon, from or into any real property in the vicinity of any real property presently or formerly owned, leased or operated by the Seller Company or any of its Subsidiaries which, through soil or groundwater contamination, may have come to be located onon any of the properties of the Company or any of its Subsidiaries; and (v) in addition, any Hazardous Substances that have been generated on any real property presently or formerly owned, leased or operated by the Company or any of its Subsidiaries have been transported offsite only by carriers having an identification number issued by the EPA and treated or disposed of only by treatment or disposal facilities maintaining valid permits as required under applicable Environmental Laws, which would transporters and facilities have a material adverse effect on been and are, to the value ofbest knowledge of the Company or any of its Subsidiaries, operating in compliance with such permits and applicable Environmental Laws; and (e) No real property presently or formerly owned, leased or operated by the Owned Real PropertyCompany or any of its Subsidiaries is or shall be subject to any applicable environmental cleanup responsibility law or environmental restrictive transfer law or regulation by virtue of the transactions set forth herein and contemplated hereby.

Safety, Zoning, and Environmental Matters. To Neither the Seller's knowledge the facilities, offices or properties in or on which the Seller Vanishing Point carries on any aspect of its ownership or operation of business nor the Acquired Assets or conduct of any of the Processing Activities activities carried on therein are not in material violation in any material respect of any zoning, health or safety law or regulation, including, without limitation, the Occupational Safety and Health Act of 1970, as amended, the Atomic Energy Act of 1954, as amended, and the Americans With Disabilities Act, as promulgated and in effect on the date hereof. . (a) Except as set forth in SCHEDULE 5.8 heretoSection 2.14 of the Vanishing Point Disclosure Schedule: (i) Vanishing Point is not in violation, to the Seller's knowledgeor alleged violation, except for any violation of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental Law that Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Federal Water Pollution Xxxxrol Act, the Solid Waste Disposal Act, as amended, the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to health, safety or the environment (hereinafter "ENVIRONMENTAL LAWS"), which violation would have, either individually or in the aggregate will not have aggregate, a Material Adverse Effect:; (aii) insofar as it relates to the Seller's or Westinghouse's ownership or operation of the Acquired Assets or the conduct by the Seller of any of the Processing Activities, neither the Seller nor Westinghouse Vanishing Point has not received written notice from any third party, including without limitation any federal, state or local governmental authority, (iA) that the Seller Vanishing Point or any predecessor in interest has been identified by the United States Environmental Protection Agency ("EPA") or any state regulatory authority as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Xxxxxxxx X Appendix B (00861986); (iiB) that any hazardous xxxxrdous waste as defined by 42 U.S.C. [Section]6903(5ss.6903(5), any hazardous substances as defined by 42 U.S.C. [Section]9601(14ss.9601(14), any pollutant or contaminant as defined by 42 U.S.C. [Section]9601(33ss.9601(33) and any Hazardous Substances toxic substance, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws ("HAZARDOUS SUBSTANCES") which the Seller or any predecessor in interest one of them has generated, transported or disposed of has been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Seller Vanishing Point or any predecessor in interest conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iiiC) that the Seller or any predecessor in interest of them is or will shall be a named party to any claim, action, cause of action, complaint (contingent or otherwise) or legal or administrative proceeding arising out of any third party's incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the Release release of Hazardous Substances; and (iii) to the best of Vanishing Point's knowledge, none of the properties of Vanishing Point are or shall be subject to any applicable environmental cleanup responsibility law or environmental restrictive transfer law or regulation by virtue of the transactions set forth herein and contemplated hereby. (b) insofar Attached as it relates to the Seller's ownership or operation part of Section 2.14 of the Acquired AssetsVanishing Point Disclosure Schedule is a list of all documents, the conduct by the Seller of any of the Processing Activities or the Owned Real Property or Gallxxxx Facilityreports, (i) no underground tank site assessments, data, communications or other underground storage receptacle for Hazardous Substances is located on any of the Owned Real Property or the Gallxxxx Xxxility; (ii) there have been no Releases by the Seller on, upon, into or from such properties, except for any such Releases effected in compliance in all material respects with Environmental Laws and that individually and materials in the aggregate will not have a Material Adverse Effect; (iii) there have been no Releases onpossession of Vanishing Point, upon, from or into which to Vanishing Point's knowledge contain any material information with respect to potential environmental liabilities associated with any real property in the vicinity of any real property presently or formerly owned, leased or operated by Vanishing Point and relating to compliance with Environmental Laws or the Seller whichenvironmental condition of such properties and adjacent properties. Vanishing Point has furnished to LightTouch complete and accurate copies of all of the documents, through soil or groundwater contaminationreports, may have come to be located onsite assessments, data, communications and which would have a material adverse effect on other materials listed in Section 2.14 of the value of, the Owned Real PropertyVanishing Point Disclosure Schedule.

Safety, Zoning, and Environmental Matters. To the best of Seller's knowledge knowledge, Neither the facilities, offices or nor properties in or on which the Seller carries on any aspect of its ownership or operation of the Acquired Assets or conduct of any of Business nor the Processing Activities activities carried on therein are not in material violation in any material respect of any zoning, health or safety law or regulation, including, without limitation, the Occupational Safety and Health Act of 1970, as amended. Seller represents that, the Atomic Energy Act of 1954, as amended, and the Americans With Disabilities Act, as promulgated and in effect on the date hereof. Except except as set forth in SCHEDULE 5.8 4.12 hereto, to the Seller's knowledge, except for any violation of any Environmental Law that individually or in the aggregate will not have a Material Adverse Effect: (a) insofar Neither Seller nor any operator of its properties is in violation, or alleged violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation those arising under the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as it relates amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986 ("XXXX"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to health, safety or the Seller's environment (hereinafter, collectively, "ENVIRONMENTAL LAWS"), which violation would have a material adverse effect on the environment or Westinghouse's ownership or operation of the Acquired Business, Assets or the conduct by the financial condition of Seller; (b) Seller of any of the Processing Activities, neither the Seller nor Westinghouse has not received notice from any third party, party including without limitation any federal, state or local governmental authority, (i) that the Seller or any predecessor in interest it has been identified by the United States Environmental Protection Agency ("EPA") or any state regulatory authority as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 000 Xxxxxxxx X (00861986); (ii) that any hazardous waste as defined by 42 U.S.C. [Section]6903(5ss.6903(5), any hazardous substances as defined by 42 U.S.C. [Section]9601(14ss.9601(14), any pollutant or contaminant as defined by 42 U.S.C. [Section]9601(3333) and any Hazardous Substances toxic substance, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws (collectively, "HAZARDOUS SUBSTANCES") which the Seller or any predecessor in interest one of them has generated, transported or disposed of has been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Seller or any predecessor in interest conduct a remedial investigation, removal or other response action pursuant to any Environmental Environment Law; or (iii) that the Seller or any predecessor in interest it is or will shall be a named party to any claim, action, cause of action, complaint (contingent or otherwise) or legal or administrative proceeding arising out of any third party's incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the Release release of Hazardous Substances; and; (b) insofar as it relates to the Seller's ownership or operation of the Acquired Assets, the conduct by the Seller of any of the Processing Activities or the Owned Real Property or Gallxxxx Facility, (i) No portion of the property leased by Seller has been used for the handling, manufacturing, processing, storage or disposal of Hazardous Substances except in accordance with applicable Environmental Laws; and no underground tank or other underground storage receptacle for Hazardous Substances is located on any of the Owned Real Property or the Gallxxxx Xxxilitysuch properties; (ii) there in the course of any activities conducted by Seller on its leased properties, no Hazardous Substances have been no Releases by the Seller on, upon, into generated or from are being used on such properties, properties except for any such Releases effected in compliance in all material respects accordance with applicable Environmental Laws and that individually and in the aggregate will not have a Material Adverse EffectLaws; (iii) there have been no Releases releases (i.e. any past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping) or threatened releases of Hazardous Substances on, upon, into or from the properties of Seller, which releases would have a material adverse effect on the value of such properties or adjacent properties or the environment; (iv) to the best of the Seller's knowledge, there have been no releases on, upon, from or into any real property in the vicinity of any the real property presently or formerly owned, properties leased or operated by the Seller which, through soil or groundwater contamination, may have come to be located on, and which would have a material adverse effect on the value of, the Owned Real Propertyproperties of Seller; and (v) in addition, any Hazardous Substances that have been generated on the properties leased by Seller have been transported off-site only by carriers having an identification number issued by the EPA and treated or disposed of only by treatment or disposal facilities maintaining valid permits as required under applicable Environmental Laws, which transporters and facilities have been and are, to the best of the Seller's knowledge, operating in compliance with such permits and applicable Environmental Laws; and (d) None of the properties leased by Seller are or shall be subject to any applicable environmental cleanup responsibility law or environmental restrictive transfer law or regulation by virtue of the transactions set forth herein and contemplated hereby, which would adversely affect the Assets or the Business of Buyer after the Closing. (e) The foregoing representations and warranties of Seller are strictly limited to real property it leases and controls and it shall have no responsibility for any other property owned by the Landlord.