Environment Matters. Each Obligor has obtained all environmental, health and safety permits, licenses and other authorizations required under all applicable Environmental Laws to carry on its business as now being or as currently proposed to be conducted, except to the extent failure to have any such permit, license or authorization would not (either individually or in the aggregate) have a Material Adverse Effect. Each of such permits, licenses and authorizations is in full force and effect and each of the Obligors is in compliance with the terms and conditions thereof, and is also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law, except to the extent failure to comply therewith would not (either individually or in the aggregate) have a Material Adverse Effect. In addition, except as set forth in Schedule II hereto: (a) No notice, notification, demand, request for information, citation, summons or order has been issued to any Obligor or about which any Obligor has otherwise become aware, no complaint has been filed against any Obligor or about which any Obligor has otherwise become aware, no penalty has been assessed against any Obligor or about which any Obligor has otherwise become aware and no investigation or review is pending or, to the knowledge of any Obligor, threatened by any governmental authority or other entity with respect to any alleged failure by any Obligor to have any environmental, health or safety permit, license or other authorization required under any Environmental Law in connection with the conduct of the business of any Obligor or with respect to any generation, treatment, storage, recycling, transportation, discharge or disposal, or any Release of any Hazardous Materials generated by any Obligor, which has either not been resolved to the satisfaction of the issuing authority or which would not individually or in the aggregate have a Material Adverse Effect. (b) None of the Obligors owns, operates or leases a treatment, storage or disposal facility requiring a permit under the Resource Conservation and Recovery Act of 1976, as amended, or under any comparable state or local statute; and (i) no polychlorinated biphenyls (PCBs) are or have been present at any site or facility now or previously owned, operated or leased by any Obligor; (ii) no asbestos or asbestos-containing materials that are friable or bear a reasonable chance of becoming friable are or have been present at any site or facility now or previously owned, operated or leased by any Obligor; (iii) there are no underground storage tanks for Hazardous Materials, active orabandoned, at any site or facility now or previously owned, operated or leased by any Obligor that are not in material compliance with all applicable Environmental Laws, and there are no surface impoundments for Hazardous Materials, active or abandoned at any site or facility now or previously owned, operated or leased by any Obligor; (iv) no Hazardous Materials have been Released at, on or under any site or facility now or previously owned, operated or leased by any Obligor in a reportable quantity established by any applicable Environmental Law; and (v) no Hazardous Materials have been otherwise Released at, on or under any site or facility now or previously owned, operated or leased by any Obligor that would (either individually or in the aggregate) have a Material Adverse Effect. (c) None of the Obligors has transported or arranged for the transportation of any Hazardous Material to any location that is listed on the National Priorities List ("NPL") under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), listed for possible inclusion on the NPL by the Environmental Protection Agency in the Comprehensive Environmental Response and Liability Information System, as provided for by 40 C.F.R. ss. 300.5 ("CERCLIS"), or on any similar state or local list or that is the subject of Federal, state or local enforcement actions or other investigations that may lead to Environmental Claims against the Company or any of its Subsidiaries, which individually or in the aggregate would have a Material Adverse Effect. (d) No Hazardous Material generated by the Company or any of its Subsidiaries has been recycled, treated, stored, disposed of or Released by any Obligor at any facility which is subject to an Environmental Claim which would reasonably be expected individually or in the aggregate to have a Material Adverse Effect. (e) No oral or written notification of a Release of a Hazardous Material has been filed by or on behalf of the Company or any of its Subsidiaries and no site or facility now or previously owned, operated or leased by any Obligor is listed or to the knowledge of any Obligor (upon due investigation) proposed for listing on the NPL, CERCLIS or any similar state list of sites requiring investigation or clean-up, in each case, which has either not been resolved to the satisfaction of the issuing authority or which would not individually or in the aggregate have a Material Adverse Effect. (f) No Liens have arisen under or pursuant to any Environmental Laws on any site or facility owned, operated or leased by any Obligor, and no government action has been taken or is in process that could subject any such site or facility to such Liens and none of the Obligors would be required to place any notice or restriction relating to the presence of Hazardous Materials at any site or facility owned by it in any deed to the real property on which such site or facility is located. (g) All investigations, studies, audits, tests, reviews or other analyses conducted by or that are in the possession of any Obligor relating to environmental matters at or affecting any site or facility now or previously owned, operated or leased by the any Obligor and that reveal facts, circumstances or conditions that could reasonably be expected to result in a Material Adverse Effect have been made available to the Lenders.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (Cornell Corrections Inc)
Environment Matters. Each Obligor has obtained all environmental, health and safety permits, licenses and other authorizations required under all applicable Environmental Laws to carry on its business as now being or as currently proposed to be conducted, except to the extent failure to have any such permit, license or authorization would not (either individually or in the aggregate) have a Material Adverse Effect. Each of such permits, licenses and authorizations is in full force and effect and each of the Obligors is in compliance with the terms and conditions thereof, and is also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law, except to the extent failure to comply therewith would not (either individually or in the aggregate) have a Material Adverse Effect. In addition, except Except as set forth in on Schedule II ------------------- -------- 5.25 attached hereto:, to the Corporation's Knowledge: ----
(a) No notice, notification, demand, request for information, citation, summons or order has been issued to any Obligor or about which any Obligor has otherwise become aware, no complaint has been filed against any Obligor or about which any Obligor has otherwise become aware, no penalty has been assessed against any Obligor or about which any Obligor has otherwise become aware and no investigation or review the Corporation is pending or, to the knowledge of any Obligor, threatened by any governmental authority or other entity with respect to any alleged failure by any Obligor to have any environmental, health or safety permit, license or other authorization required under any Environmental Law in connection with the conduct of the business of any Obligor or with respect to any generation, treatment, storage, recycling, transportation, discharge or disposal, or any Release of any Hazardous Materials generated by any Obligor, which has either not been resolved to the satisfaction of the issuing authority or which would not individually or compliance in the aggregate have a Material Adverse Effect.
(b) None of the Obligors owns, operates or leases a treatment, storage or disposal facility requiring a permit under the Resource Conservation and Recovery Act of 1976, as amended, or under any comparable state or local statute; and
(i) no polychlorinated biphenyls (PCBs) are or have been present at any site or facility now or previously owned, operated or leased by any Obligor;
(ii) no asbestos or asbestos-containing materials that are friable or bear a reasonable chance of becoming friable are or have been present at any site or facility now or previously owned, operated or leased by any Obligor;
(iii) there are no underground storage tanks for Hazardous Materials, active orabandoned, at any site or facility now or previously owned, operated or leased by any Obligor that are not in all material compliance respects with all applicable Environmental Laws, and there are no surface impoundments the Corporation has not received any written notice or demand from a Governmental Authority which is currently pending, alleging a material violation of any Environmental Law, ordering or requesting that steps be taken to remedy any environmental condition on or at the Corporation's facilities (or elsewhere), or claiming that the Corporation is responsible for Hazardous Materialsmaterial damages, active losses, penalties, fines, liabilities, costs and expenses of any kind or abandoned at nature (including attorneys' fees) as a result of the existence of hazardous materials or substances upon, about or underneath any site of the Corporation's current or facility now former facilities or previously owned, operated migrating or leased by threatening to migrate to or from any Obligorsuch facilities;
(ivb) the Corporation has all material permits and other authorizations required under the Environmental Laws, and the Corporation is in compliance in all material respects with all such permits and other authorizations;
(c) no Hazardous Materials have been Released atconditions were created by the Corporation at any facility currently or formerly owned, on leased or operated by the Corporation during the period of the Corporation's ownership, lease or operation of such facility that require remediation of any material nature under any site or facility now or previously owned, operated or leased by any Obligor in a reportable quantity established by any applicable Environmental Law;
(d) the Corporation has not received any notice or demand which is currently pending under any Environmental Law as a result of the offsite disposal of any hazardous material or waste by the Corporation; and
(ve) no Hazardous Materials have the Corporation has not placed or caused to be placed on any facilities currently or formerly owned, leased, occupied or operated by the Corporation any underground storage tanks nor is the Corporation aware of any such underground storage tanks having been otherwise Released at, placed on or under underneath any site or facility now or previously owned, operated or leased of such facilities at any time by any Obligor that would (either individually or in the aggregate) have a Material Adverse EffectPerson.
(c) None of the Obligors has transported or arranged for the transportation of any Hazardous Material to any location that is listed on the National Priorities List ("NPL") under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), listed for possible inclusion on the NPL by the Environmental Protection Agency in the Comprehensive Environmental Response and Liability Information System, as provided for by 40 C.F.R. ss. 300.5 ("CERCLIS"), or on any similar state or local list or that is the subject of Federal, state or local enforcement actions or other investigations that may lead to Environmental Claims against the Company or any of its Subsidiaries, which individually or in the aggregate would have a Material Adverse Effect.
(d) No Hazardous Material generated by the Company or any of its Subsidiaries has been recycled, treated, stored, disposed of or Released by any Obligor at any facility which is subject to an Environmental Claim which would reasonably be expected individually or in the aggregate to have a Material Adverse Effect.
(e) No oral or written notification of a Release of a Hazardous Material has been filed by or on behalf of the Company or any of its Subsidiaries and no site or facility now or previously owned, operated or leased by any Obligor is listed or to the knowledge of any Obligor (upon due investigation) proposed for listing on the NPL, CERCLIS or any similar state list of sites requiring investigation or clean-up, in each case, which has either not been resolved to the satisfaction of the issuing authority or which would not individually or in the aggregate have a Material Adverse Effect.
(f) No Liens have arisen under or pursuant to any Environmental Laws on any site or facility owned, operated or leased by any Obligor, and no government action has been taken or is in process that could subject any such site or facility to such Liens and none of the Obligors would be required to place any notice or restriction relating to the presence of Hazardous Materials at any site or facility owned by it in any deed to the real property on which such site or facility is located.
(g) All investigations, studies, audits, tests, reviews or other analyses conducted by or that are in the possession of any Obligor relating to environmental matters at or affecting any site or facility now or previously owned, operated or leased by the any Obligor and that reveal facts, circumstances or conditions that could reasonably be expected to result in a Material Adverse Effect have been made available to the Lenders.
Appears in 1 contract
Sources: Stock Purchase Agreement (Engineered Support Systems Inc)
Environment Matters. Except as set forth in Section 3.18 of the Disclosure Letter:
(a) Each Obligor has obtained of Company and the Company Subsidiaries possesses, and is in compliance with, all environmental, health and safety permits, licenses and other government authorizations and has filed all notices that are required under all applicable local, state and federal laws and regulations relating to protection of the environment, pollution control, product registration and Hazardous Materials (as defined below in this Section 3.18) ("Environmental Laws to carry on its business as now being or as currently proposed to be conductedLaws"), except to where the extent failure to have any such permit, license or authorization do so does not and would not (either reasonably be expected to have, individually or in the aggregate) have , a Material Adverse Effect. Each of such permits, licenses Effect on Company; and authorizations is in full force and effect and each of the Obligors is in compliance with the terms and conditions thereof, and is also in compliance with all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those laws or contained in any applicable Environmental Lawlaw, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder, except to where the extent failure to comply therewith do so does not and would not (either reasonably be expected to have, individually or in the aggregate) have , a Material Adverse Effect. In addition, except as set forth in Schedule II hereto:Effect on Company;
(ab) No noticeNeither Company nor any Company Subsidiary has received notice of any actual or threatened liability under the Federal Comprehensive Environmental Response, notificationCompensation, demand, request for information, citation, summons and Liability Act ("CERCLA") or order has been issued to any Obligor similar state or about which local statute or ordinance from any Obligor has otherwise become aware, no complaint has been filed against governmental agency or any Obligor or about which any Obligor has otherwise become aware, no penalty has been assessed against any Obligor or about which any Obligor has otherwise become aware and no investigation or review is pending orthird party and, to the knowledge of Company, there are no facts or circumstances which could form the basis for the assertion of any Obligorclaim against Company or any Company Subsidiary under any Environmental Laws including, threatened by without limitation, CERCLA or any governmental authority similar local, state or other entity foreign law with respect to any alleged failure by any Obligor to have any environmental, health on-site or safety permit, license or other authorization required under any Environmental Law in connection with the conduct of the business of any Obligor or with respect to any generation, treatment, storage, recycling, transportation, discharge or disposal, or any Release of any Hazardous Materials generated by any Obligor, off-site location which has either not been resolved or would reasonably be expected to the satisfaction of the issuing authority or which would not individually or in the aggregate have a Material Adverse Effect.
(b) None of the Obligors ownshave, operates or leases a treatment, storage or disposal facility requiring a permit under the Resource Conservation and Recovery Act of 1976, as amended, or under any comparable state or local statute; and
(i) no polychlorinated biphenyls (PCBs) are or have been present at any site or facility now or previously owned, operated or leased by any Obligor;
(ii) no asbestos or asbestos-containing materials that are friable or bear a reasonable chance of becoming friable are or have been present at any site or facility now or previously owned, operated or leased by any Obligor;
(iii) there are no underground storage tanks for Hazardous Materials, active orabandoned, at any site or facility now or previously owned, operated or leased by any Obligor that are not in material compliance with all applicable Environmental Laws, and there are no surface impoundments for Hazardous Materials, active or abandoned at any site or facility now or previously owned, operated or leased by any Obligor;
(iv) no Hazardous Materials have been Released at, on or under any site or facility now or previously owned, operated or leased by any Obligor in a reportable quantity established by any applicable Environmental Law; and
(v) no Hazardous Materials have been otherwise Released at, on or under any site or facility now or previously owned, operated or leased by any Obligor that would (either individually or in the aggregate) have , a Material Adverse Effect.Effect on Company;
(c) None Neither Company nor any Company Subsidiary has entered into or agreed to nor do any of the Obligors has transported them contemplate entering into or arranged for the transportation of any Hazardous Material agreeing to any location that is listed on the National Priorities List ("NPL") under the Comprehensive Environmental Responseconsent decree or order, Compensation and Liability Act of 1980, as amended ("CERCLA"), listed for possible inclusion on the NPL by the Environmental Protection Agency in the Comprehensive Environmental Response and Liability Information System, as provided for by 40 C.F.R. ss. 300.5 ("CERCLIS"), or on neither Company nor any similar state or local list or that is the subject of Federal, state or local enforcement actions or other investigations that may lead to Environmental Claims against the Company or any of its Subsidiaries, which individually or in the aggregate would have a Material Adverse Effect.
(d) No Hazardous Material generated by the Company or any of its Subsidiaries has been recycled, treated, stored, disposed of or Released by any Obligor at any facility which Subsidiary is subject to an Environmental Claim which would reasonably be expected individually any judgment, decree or in the aggregate to have a Material Adverse Effect.
(e) No oral or written notification of a Release of a Hazardous Material has been filed by or on behalf of the Company or any of its Subsidiaries and no site or facility now or previously owned, operated or leased by any Obligor is listed or to the knowledge of any Obligor (upon due investigation) proposed for listing on the NPL, CERCLIS or any similar state list of sites requiring investigation or clean-up, in each case, which has either not been resolved to the satisfaction of the issuing authority or which would not individually or in the aggregate have a Material Adverse Effect.
(f) No Liens have arisen under or pursuant to any Environmental Laws on any site or facility owned, operated or leased by any Obligor, and no government action has been taken or is in process that could subject any such site or facility to such Liens and none of the Obligors would be required to place any notice or restriction relating to the presence of Hazardous Materials at any site or facility owned by it in any deed to the real property on which such site or facility is located.
(g) All investigations, studies, audits, tests, reviews or other analyses conducted by or that are in the possession of any Obligor relating to environmental matters at or affecting any site or facility now or previously owned, operated or leased by the any Obligor and that reveal facts, circumstances or conditions that could reasonably be expected to result in a Material Adverse Effect have been made available to the Lenders.judicial or
Appears in 1 contract