Final Judgment The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.
Final Judgments or Orders Any final judgments or orders for the payment of money in excess of $5,000,000 in the aggregate shall be entered against any Loan Party by a court having jurisdiction in the premises, which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of thirty (30) days from the date of entry;
No Material Judgment or Order There shall not be on the Closing Date any judgment or order of a court of competent jurisdiction or any ruling of any Governmental Authority or any condition imposed under any Requirement of Law which, in the judgment of the Purchasers, would prohibit the purchase of the Securities hereunder or subject the Purchasers to any penalty or other onerous condition under or pursuant to any Requirement of Law if the Securities were to be purchased hereunder.
Stipulated Facts For purposes of this Agreement only, the following constitutes a summary of facts by the EPA and SCDHEC upon which this Agreement is based.
A. The DOE owns and operates the SRS. The SRS produces plutonium, tritium, and other special nuclear materials for national defense, for other governmental uses, and for civilian uses. The SRS is the nation's primary source of reactor-produced nuclear defense materials. Construction of the SRS began in 1951. The SRS is located near Aiken, South Carolina, and is approximately twenty-five (25) miles southeast of Augusta, Georgia. The SRS encompasses approximately three hundred (300) square miles.
B. In March 1979, the SRS discontinued operation of seven (7) chemical, metal, and pesticide disposal pits. In 1984, under the approval and supervision of the State of South Carolina, the SRS excavated these pits and removed contaminated material. Additional groundwater monitoring xxxxx were installed.
C. On December 19, 1979, pursuant to the State of South Carolina's regulations, the SRS notified the SCDHEC of SRS's hazardous waste management activities. The SRS submitted a copy of its notification to the EPA.
D. In August 1980, pursuant to Section 3010 of RCRA, 42 U.S.C. § 6910, the SRS notified EPA of SRS's hazardous waste management activities and submitted a copy of the notification to the SCDHEC.
E. On September 29, 1980, the SRS submitted "Part A" of its hazardous waste management permit application to the SCDHEC and EPA. Since that time, the SRS has modified its "Part A" to include new units or modifications to existing units. The SRS submitted "Part B" of its permit application on February 11, 1985.
F. In February 1984, the SRS began groundwater corrective/remedial action by the use of an air stripper at the SRS M-Area.
G. On May 8, 1984, the SRS prepared an assessment of its waste disposal sites and groundwater impacts (Technical Summary Groundwater Quality Protection Program at Savannah River Plant).
H. On May 31, 1984, the DOE notified the EPA of potential CERCLA sites at DOE facilities, including the SRS.
I. On January 7, 1987, the SRS submitted to EPA a document entitled, "Waste Management Units - Savannah River Plant," which contained a listing of solid waste management units (SWMUs) on the SRS. The SWMUs list is revised annually and provided to EPA and SCDHEC.
J. On September 30, 1987, the SCDHEC and EPA issued a RCRA permit for the SRS. The Federal RCRA permit requires the SRS to initiate RFIs for listed SWMUs under the authority of RCRA Sections 3004(u) and (v). The State Hazardous Waste permit contains similar conditions under Section 44-56- 10, et seq., of the Hazardous Waste Management Act. The list of SWMUs was revised on May 30, 1990, to include a total of eighty-one (81) SWMUs.
K. On October 16, 1987, the SRS submitted to EPA draft Hazard Ranking System (HRS) scores and supporting information for sixty-six (66) potential sites on the SRS. On April 28, 1988, the SRS submitted to EPA its Preliminary Assessments for these sites.
L. In December 1987, the SRS published its final environmental impact statement (EIS), entitled, "Waste Management Activities for Groundwater Protection: Savannah River Plant; Aiken, South Carolina." The purpose of the EIS was to identify and select a waste management strategy for the treatment, storage, and disposal of hazardous, radioactive, and mixed wastes.
M. On May 2, 1988, the SRS submitted an RFI Program Plan to EPA and SCDHEC pursuant to its RCRA permit. On September 6, 1989, EPA conditionally approved the RFI Program Plan.
N. On July 14, 1989, EPA proposed the SRS for inclusion on the NPL at 40 CFR Part 300 (54 Federal Register 29820).
O. On November 21, 1989, EPA finalized the SRS on the NPL at 40 CFR Part 300 (54 Federal Register 48184), which became effective on December 21, 1989.
P. The SRS is engaged in the generation, treatment, storage, and disposal of hazardous wastes as defined in RCRA, 42 U.S.C. §§ 6901, et seq., and as defined in the HWMA, S.C. Code Xxx. §§ 44-56-10, et seq. (Supp 1988).
Q. The SRS releases, has released, and threatens to release hazardous substances, pollutants or contaminants into the environment, as defined in CERCLA, 42 U.S.C. §§ 9601, et seq.
R. Hazardous constituents, as defined by RCRA, and hazardous substances as defined by CERCLA, are present in the environment at the SRS.
Money Judgment A judgment or order for the payment of money in excess of $5,000,000 or otherwise having a Materially Adverse Effect shall be rendered against Borrower or any other Consolidated Company and such judgment or order shall continue unsatisfied (in the case of a money judgment) and in effect for a period of 30 days during which execution shall not be effectively stayed or deferred (whether by action of a court, by agreement or otherwise);
Litigation and Judgments Except as specifically disclosed in Schedule 6.5 as of the date hereof, there is no action, suit, investigation, or proceeding before or by any Governmental Authority or arbitrator pending, or to the knowledge of Borrower, threatened against or affecting Borrower, any of its Subsidiaries, or any other Obligated Party that could, if adversely determined, result in a Material Adverse Event. There are no outstanding judgments against Borrower, any of its Subsidiaries, or any other Obligated Party.
Judgment and Proceedings (1) The entry of any judgment or decree against Servicer or any of its respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Servicer and its Subsidiaries exceeds $1,000,000, (2) the institution of any litigation, arbitration proceeding or governmental proceeding against Servicer that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (3) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller.
Confession of Judgment THE FOLLOWING PARAGRAPH SETS FORTH A WARRANT OF AUTHORITY FOR ANY ATTORNEY TO CONFESS JUDGMENT AGAINST THE BORROWER. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST THE BORROWER, BORROWER, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO CONSULT) COUNSEL FOR BORROWER AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS BORROWER HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY OF REHEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES OF AMERICA, THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE. IT IS SPECIFICALLY ACKNOWLEDGED BY BORROWER THAT LENDER HAS RELIED ON THIS WARRANT OF ATTORNEY AS AN INDUCEMENT TWO GRANT FINANCIAL ACCOMMODATIONS TO BORROWER. UPON AND FOLLOWING THE OCCURRENCE OF AN UNCURED EVENT OF DEFAULT, BORROWER HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD OR THE PROTHONOTARY OR CLERK OF ANY COUNTY IN THE COMMONWEALTH OF PENNSYLVANIA, OR IN ANY JURISDICTION WHERE PERMITTED BY LAW OR THE CLERK OF ANY UNITED STATES DISTRICT COURT, TO APPEAR FOR BORROWER IN ANY AND ALL ACTIONS WHICH MAY BE BROUGHT HEREUNDER AND ENTER AND CONFESS JUDGMENT AGAINST BORROWER OR ANY OF THEM IN FAVOR OF LENDER FOR SUCH SUMS AS ARE DUE OR MAY BECOME DUE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, TOGETHER WITH COSTS OF SUIT AND ACTUAL COLLECTION COSTS INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES EQUAL TO FIVE PERCENT (5%) OF THE LIABILITIES THEN DUE AND OWING BUT IN NO EVENT LESS THAN $5,000, WITH OR WITHOUT DECLARATION, WITHOUT PRIOR NOTICE, WITHOUT STAY OF EXECUTION AND WITH RELEASE OF ALL PROCEDURAL ERRORS AND THE RIGHT TO ISSUE EXECUTIONS FORTHWITH. IF A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT OF ANY OFFICER OF LENDER SHALL HAVE BEEN FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL THEREOF AS A WARRANT OF ATTORNEY, ANY PRACTICE OR USAGE TO THE CONTRARY NOTWITHSTANDING. THE AUTHORITY HEREIN GRANTED TO CONFESS JUDGMENT SHALL NOT BE EXHAUSTED BY ANY SINGLE EXERCISE THEREOF, BUT SHALL CONTINUE AND MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS LENDER SHALL FIND IT NECESSARY AND DESIRABLE AND AT ALL TIMES UNTIL FULL PAYMENT OF ALL AMOUNTS DUE HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS. LENDER MAY CONFESS ONE OR MORE JUDGMENTS IN THE SAME OR DIFFERENT JURISDICTIONS FOR ALL OR ANY PART OF BORROWER’S OBLIGATIONS ARISING HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT TO WHICH BORROWER IS A PARTY, WITHOUT REGARD TO WHETHER JUDGMENT HAS THERETOFORE BEEN CONFESSED ON MORE THAN ONE OCCASION FOR THE SAME OBLIGATIONS. IN THE EVENT THAT ANY JUDGMENT CONFESSED AGAINST BORROWER IS STRICKEN OR OPENED UPON APPLICATION BY OR ON BEHALF OF BORROWER FOR ANY REASONS, LENDER IS HEREBY AUTHORIZED AND EMPOWERED TO AGAIN APPEAR FOR AND CONFESS JUDGMENT AGAINST BORROWER FOR ANY PART OR ALL OF THE LIABILITIES DUE AND OWING UNDER THIS NOTE AND THE OTHER LOAN DOCUMENTS, AS HEREIN PROVIDED.
No Action or Proceeding No legal or regulatory action or proceeding shall be pending or threatened by any Person to enjoin, restrict or prohibit the purchase and sale of the Purchased Assets contemplated hereby. No order, judgment or decree by any court or regulatory body shall have been entered in any action or proceeding instituted by any party that enjoins, restricts, or prohibits this Agreement or the complete consummation of the transactions as contemplated by this Agreement.
Notice of Litigation and Judgments The Borrower will give notice to the Agent in writing within five (5) Business Days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower, any Guarantor or any of their respective Subsidiaries or to which the Borrower, any Guarantor or any of their respective Subsidiaries is or is to become a party involving an uninsured claim against the Borrower, any Guarantor or any of their respective Subsidiaries that could either reasonably be expected to cause a Default or could reasonably be expected to have a Material Adverse Effect and stating the nature and status of such litigation or proceedings. The Borrower will give notice to the Agent, in writing, in form and detail reasonably satisfactory to the Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of their respective Subsidiaries in an amount in excess of $10,000,000.00.
