Environmental Compliance and Conditions. (a) Except for matters that would not reasonably be expected to have a Company Material Adverse Effect:
(i) The Company and its Subsidiaries are, and since the Reference Date have been, in compliance with all applicable Environmental Laws;
(ii) The Company and each of its Subsidiaries has since the Reference Date held and currently holds, and has since the Reference Date been, and currently is, in compliance with, all Permits required under Environmental Laws to operate their business and occupy their facilities, including the Company Real Property;
(iii) Except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party, regarding any actual or alleged violation of, or Liabilities under, Environmental Laws;
(iv) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any third party whose Liabilities have been assumed or undertaken by the Company or its Subsidiaries, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, distributed, exposed any person to, manufactured, sold, handled or released, or owned or operated any real property that is or has been contaminated by, any Hazardous Substance, in a manner that has given or would reasonably be expected to give rise to a material Liability for the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Since the Reference Date and except in compliance with Environmental Laws, neither the Company, nor any Subsidiary, has designed, manufactured, installed, repaired or distributed products or other items containing asbestos.
(b) The Company has made available to Parent and Merger Sub copies of all material environmental, health or safety studies, reports or assessments, prepared since the Reference Date, related to the compliance of the Company or any of its Subsidiaries with Environmental Laws or of the environmental condition of the Company Real Property, in each case, in its possession or under its reasonable control.
Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Ranger Material Adverse Effect,
(a) Ranger is and has been in compliance with all Environmental Laws;
(b) Ranger holds, and is and has been in compliance with, all authorizations, licenses and permits required under Environmental Laws to operate its business at the Ranger Real Property as presently conducted;
(c) Ranger has not received any notice from any Governmental Body or third party regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under Environmental Laws;
(d) no Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by Ranger or on, under or about any of the real property occupied or used by Ranger. Ranger has not disposed of or released or allowed or permitted the release of any Hazardous Substance at any real property, including the Ranger Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and
(e) to Ranger’s knowledge, there are no and have never been any Hazardous Substances present on, at, in or under any real property currently or formerly owned, leased or used by Ranger for which Ranger has, or may have, Liability.
Environmental Compliance and Conditions. Except as set forth on the attached Environmental Schedule:
(a) The Company and its Subsidiaries have at all times during the five (5) year period ending on the Closing Date been in compliance with, and are currently in compliance, with all applicable Environmental Laws.
(b) The Company and its Subsidiaries hold and are in compliance with all Environmental Permits necessary to operate, use, own or lease the Owned Real Property and the Leased Real Property and to carry on the business of each of the Company and its Subsidiaries as now conducted. All such Environmental Permits are in full force and effect and will be maintained in full force and effect, and renewed to the extent required by Environmental Laws, by the Company and its Subsidiaries, through the Closing Date in accordance with Environmental Laws. The Company and its Subsidiaries have not received any written notice or written communication from a Governmental Body regarding any material adverse change in the status or terms and conditions of any such Environmental Permits that is not already part of or reflected in the Environmental Permits held by the Company and its Subsidiaries on the Closing Date.
(c) To the Company’s Knowledge, there is no event or circumstance concerning the Release or regulation of Hazardous Substances prior to the Closing Date that would reasonably be expected to result in fines, penalties, damages or remedial costs or Response Action after the Closing Date associated with ownership, lease, or use of the Owned Real Property and the Leased Real Property or operation or performance of their business.
(d) Neither the Company nor its Subsidiaries have received any written notice from any Governmental Body regarding any actual or alleged material violation of Environmental Laws, Environmental Permits or Environmental Claims, or material written request for information pursuant to Environmental Laws, which, in either case, was received by the Company or its Subsidiaries within five (5) years prior to the Closing Date, or remains pending or unresolved, or is the source of ongoing material obligations as of the Closing Date.
(e) There has been no Release of Hazardous Substances in violation of Environmental Laws by the Company or its Subsidiaries, or that would reasonably be expected to give rise to an Environmental Claim against the Company or its Subsidiaries, with respect to the business of either the Company or its Subsidiaries or any real property currently or formerly owne...
Environmental Compliance and Conditions. (a) Except as set forth on Schedule 4.17, the Company has all material permits, licenses, approvals and other authorizations required under federal, provincial, state and local laws and regulations relating to the pollution or protection of the environment, including, but not limited to, laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants or hazardous or toxic materials or wastes into ambient air, surface water, groundwater, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants or hazardous or toxic materials or waste (“Environmental Requirements”), except where the failure to hold such licenses, permits, approvals and authorizations would not have a Material Adverse Effect. Except as set forth on Schedule 4.17, the Company is in compliance in all material respects with all federal, provincial, state and local environmental laws and regulations and all terms and conditions of any and all required permits, licenses, approvals and authorizations and are also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any Environmental Requirements or any written notice or demand letter issued, entered, promulgated or approved thereunder, except where the failure to so comply would not have a Material Adverse Effect.
(b) The Company has not caused or permitted, nor has the Company any Knowledge of, the Release of any Hazardous Substances on or offsite of the Company’s business facility or property, or of any Release from a facility or property owned or operated by third parties, including previous owners, in each case giving rise to any material liability under Environmental Requirements.
(c) Schedule 4.17 lists and describes any prosecutions of the Company for an offence for non-compliance with any Environmental Requirement and any convictions, settlements or other disposition of such prosecutions short of conviction.
(d) Schedule 4.17 lists and describes any Orders issued with respect to Environmental Requirements relating to the business of the Company that are still in full force and effect on the date hereof. The Company has received no written notice, nor does the Company have Knowledge of any facts which would give rise to any notice, that any such Orders will be issued against the Company in the near ...
Environmental Compliance and Conditions. The Company and the Company Subsidiaries have all permits, licenses and other authorizations required under Environmental Laws, except where the failure to hold such licenses, permits and authorizations could not reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Company, the Company and each of the Company Subsidiaries are in compliance with all terms and conditions of any and all such required permits, licenses, and authorizations and are also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements and obligations contained in any applicable Environmental Law, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect on the Company. Except as would not have a Material Adverse Effect:
(i) No written notice, notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the Knowledge of the Company, is threatened by any governmental entity or other Person relating to or arising out of any Environmental Law; and
(ii) there are no liabilities of or relating to the Company or any of the Company Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Law, and to the Knowledge of the Company, there are no facts, conditions, situations or set of circumstances that could reasonably be expected to result in or be the basis for any such liability.
Environmental Compliance and Conditions. Except as set forth on Schedule 4.17:
(a) The Company and its Subsidiaries are in compliance with all Environmental Laws, except where the failure to comply would not have a Material Adverse Effect.
(b) The Company and its Subsidiaries hold and are in compliance with all Permits required under Environmental Laws to operate at the Leased Real Property and to carry on their businesses as now conducted, except where the failure to hold such Permits would not have a Material Adverse Effect.
(c) Since January 1, 2015, the Company and its Subsidiaries have not received any written notice from any Governmental Body regarding any actual or alleged violation of Environmental Laws, or any liabilities or potential liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney’s fees under Environmental Laws, the subject of which would have a Material Adverse Effect.
(d) Neither the Company nor its Subsidiaries have disposed of or released any Hazardous Substance at any Leased Real Property in violation of any Environmental Laws and so as to give rise to liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney’s fees under CERCLA or any other Environmental Laws, except for any such liabilities which would not have a Material Adverse Effect.
Environmental Compliance and Conditions. (a) Except for matters that would not have a Company Material Adverse Effect:
(i) The Company and its Subsidiaries are, and since the Reference Date have been, in compliance with all Environmental Laws;
(ii) The Company and each of the Company’s Subsidiaries holds, and is in compliance with, all Permits required under Environmental Laws to operate their business, including at the Company Real Property, as presently conducted;
(iii) Except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities under Environmental Laws;
(iv) To the Company’s Knowledge, neither the Company nor any of its Subsidiaries has released any Hazardous Substance on, under or about the Company Real Property or any other real property now or formerly occupied or used by the Company or any of its Subsidiaries in a manner that reasonably could be expected to give rise to Liability for the Company or any of its Subsidiaries under any Environmental Laws; and
(v) Neither the Company nor any of its Subsidiaries has assumed, by contract or operation of Law, any liability of any other Person arising under Environmental Laws.
Environmental Compliance and Conditions. (a) To the Company's knowledge, the Company and its Subsidiaries have obtained and possesses all material permits, licenses and other authorizations required under federal, state and local laws and regulations concerning public health and safety, worker health and safety, and pollution or protection of the environment in effect on or prior to the Closing Date, including all such laws and regulations relating to the emission, discharge, release or threatened release of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials, substances or wastes into ambient air, surface water, groundwater or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials, substances or waste ("Environmental and Safety Requirements"), except where the failure to possess such licenses, permits and authorizations would not have a Material Adverse Effect.
(b) Except as set forth on the attached Environmental Compliance Schedule, to the Company's knowledge, the Company and its Subsidiaries are in compliance with all terms and conditions of all permits, licenses and authorizations described in 4.16(a) and are also in compliance with all other Environmental and Safety Requirements and all written notices or demand letters issued, entered, promulgated or approved thereunder, except where the failure to comply would not have a Material Adverse Effect.
(c) To the Company's knowledge, neither the Company nor any Subsidiary has received any written notice of violations or liabilities arising under Environmental and Safety Requirements, including any investigatory, remedial or corrective obligation, relating to the Company, its Subsidiaries or their facilities and arising under Environmental and Safety Requirements.
(d) This Section 4.16 constitutes the sole and exclusive representations and warranties of the Company with respect to Environmental Safety Requirements and all other environmental matters.
Environmental Compliance and Conditions. (a) The Plan Investor Group Members have obtained and possess all material Environmental Permits required under the Environmental Laws, in each case, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Plan Investor Material Adverse Effect.
(b) The Plan Investor Group Members are, and since January 1, 2017 have been, in compliance in all material respects with all terms and conditions of such Environmental Permits and are, and since January 1, 2017 have been, in compliance in all material respects with all other Environmental Laws or any written notice or demand letter issued, entered, promulgated or approved thereunder.
(c) There are no Environmental Claims pending, nor to the Knowledge of the Plan Investor, threatened against any Plan Investor Group Member, and to the Knowledge of the Plan Investor, no Plan Investor Group Member has received any notification of any allegation of actual or potential responsibility for any Release or threatened Release of any Hazardous Materials with respect to any location currently or formerly owned, leased, operated or used by such Plan Investor Group Member. There have been no Releases of Hazardous Materials at any properties that are operated, leased or used by any Plan Investor Group Member, or to the Knowledge of the Plan Investor, at properties that were formerly owned, operated, leased or used by any Plan Investor Group Member, that are reasonably likely to cause any Plan Investor Group Member to incur any material Liability pursuant to applicable Environmental Law. No Plan Investor Group Member (i) has entered into or agreed to any consent decree or consent order or is otherwise subject to any judgment, decree, or judicial or administrative order relating to compliance with Environmental Laws or Environmental Permits, the investigation, sampling, monitoring, treatment, remediation, response, removal or cleanup of Hazardous Materials, and no Proceeding is pending, or to the Knowledge of the Plan Investor is threatened, with respect thereto, and (ii) is an indemnitor by contract or otherwise in connection with any claim, demand, suit or action threatened or asserted by any third-party for any Liability under any Environmental Law or otherwise relating to any Hazardous Materials.
(d) The representations and warranties in this Section 5.13 constitute the sole and exclusive representations and warranties of the Plan Investor with respect to any environmental, health ...
Environmental Compliance and Conditions. (a) The Seller does not have any material liability under any Environmental and Safety Requirement or with respect to Hazardous Substances.
(i) The Seller has not received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation pending or, to Seller’s Knowledge, threatened against the Purchaser under any Environmental and Safety Requirement or with respect to Hazardous Substances; and (ii) the Seller has not received from any Governmental Entity written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental and Safety Requirement for any site Contaminated by Hazardous Substances.
(c) The Seller has not released Hazardous Substances in violation of applicable Environmental and Safety Requirement in a manner that would, individually or in the aggregate, result in material liability to, or require Response Action by, the Seller.
