Environmental Representations Warranties and Covenants Clause Samples
The Environmental Representations, Warranties, and Covenants clause requires one or both parties to affirm the current environmental condition of a property or business, promise that they are in compliance with environmental laws, and commit to ongoing obligations regarding environmental matters. In practice, this clause may involve the seller confirming there are no known hazardous substances on the property, or the buyer agreeing to remediate any future contamination. Its core function is to allocate risk and responsibility for environmental issues, ensuring that both parties are protected from unforeseen liabilities related to environmental compliance or contamination.
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Environmental Representations Warranties and Covenants. Borrower represents, warrants, covenants and agrees that, except as otherwise set forth in any environmental report provided to Lender by Borrower or obtained by Borrower:
(a) To the best of Borrower’s knowledge, without inquiry, and except as set forth in that certain Environmental Assessment Checklist dated October 29, 2004, and any other document delivered to Lender prior to the date hereof, neither Borrower nor the Property or any occupant thereof is in violation of or subject to any existing, pending or threatened investigation or inquiry by any governmental authority pertaining to any Environmental Law. Borrower shall not cause or permit the Property to be in violation of, or do anything which would subject the Property to any remedial obligations under, any Environmental Law, and shall promptly notify Lender in writing of any existing, pending or threatened investigation or inquiry by any governmental authority in connection with any Environmental Law. In addition, Borrower shall provide Lender with copies of any and all material written communications with any governmental authority in connection with any Environmental Law, concurrently with Borrower’s giving or receiving of same.
(b) Borrower has taken all steps necessary to determine and has determined that there has been no release, spill, discharge, leak, disposal or emission (individually a “Release” and collectively, “Releases”) of any Hazardous Material, Hazardous Substance or Hazardous Waste, including gasoline, petroleum products, explosives, toxic substances, solid wastes and radioactive materials (collectively, “Hazardous Substances”) at, upon, under or within the Property. The use which Borrower or any other occupant of the Property makes or intends to make of the Property will not result in Release of any Hazardous Substances on or to the Property. During the term of this Mortgage, Borrower shall take all steps necessary to determine whether there has been a Release of any Hazardous Substances on or to the Property and, if Borrower finds a Release has occurred, Borrower shall remove or remediate the same promptly upon discovery at its sole cost and expense.
(c) The Property has never been used by the present or previous owners and/or operators nor will be used in the future to refine, produce, store, handle, transfer, process, transport, generate, manufacture, heat, treat, recycle or dispose of Hazardous Substances.
(d) The Property: (i) is being and has been operated in compliance wit...
Environmental Representations Warranties and Covenants. (a) To the best of ▇▇▇▇▇▇▇▇▇’s knowledge, after due inquiry and investigation, none of the real property owned and/or occupied by ▇▇▇▇▇▇▇▇▇ located in the State of New Jersey, including, but not limited to the Mortgaged Property, has ever been used by previous owners and/or operators to refine, produce, store, handle, transfer, process or transport “Hazardous Substances”, as defined in the Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq. (the “Spill Compensation and Control Act”) or the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq. (“ISRA”), and ▇▇▇▇▇▇▇▇▇ has not in the past, nor does ▇▇▇▇▇▇▇▇▇ intend in the future to use said real property, including but not limited to, the Premises for the purpose of refining, producing, storing, handling, transferring, processing or transporting said Hazardous Substances.
(b) None of the real property owned by ▇▇▇▇▇▇▇▇▇ and located in the State of New Jersey including, but not limited to, the Mortgaged Property, has been or is now used as a “Major Facility”, as such term is defined in the Spill Compensation and Control Act or an “Industrial Establishment” as such term is defined in ISRA, and said real property, including, but not limited to the Mortgaged Property, will not be used as a Major Facility or Industrial Establishment after completion of the construction, renovation, restoration and other development work which Mortgagor intends to undertake thereon, if any.
(c) To the best of ▇▇▇▇▇▇▇▇▇’s knowledge, after due inquiry and investigation, no Environmental Lien (as defined in that certain ADA and Environmental Indemnity Agreement dated as of the date hereof, as the same may be modified, amended, and/or restated from time to time (the “Environmental Indemnity Agreement”)) has been attached to revenues or any real or personal property owned by ▇▇▇▇▇▇▇▇▇ and located in the State of New Jersey, including, but not limited to, the Mortgaged Property, as a result of the chief executive of the New Jersey Spill Compensation Fund expending monies from said fund to pay for “Damages”, as such term is defined in N.J.A.C. 7:1J-1.4, arising from an intentional action or omission of Mortgagor or any previous owner and operator of said real property, including, but not limited to the Premises, resulting in the Release (as defined in the Environmental Indemnity Agreement) of Hazardous Substances into waters of the State of New Jersey or onto lands from which it might flow or drain into said water...
Environmental Representations Warranties and Covenants. Except as set ------------------------------------------------------- forth in Exhibit "F":
(a) The business of Seller is being conducted and has at all times prior to the date of Settlement been conducted in compliance with all applicable Environmental Laws. To Seller's actual knowledge and except as disclosed in the reports listed on Exhibit "F", Seller has not received any notice of any asserted violation of any Environmental Law, or any notice of any claim pursuant to the provisions of any Environmental Law, or any notice of any claim for contribution, trespass, nuisance, or damage or injury to persons, property or natural resources as a result of a release or threatened Release of a Hazardous Substance at, on or from the Property or any notice of any release of a Hazardous Substance which may effect the Property;
(b) To Seller's actual knowledge and except as disclosed in the reports listed on Exhibit "F", there are no defects or conditions existing at, on or beneath the Property which could have a material adverse effect on the Property or, to Seller's knowledge, could interfere with the Buyer's continued use of the Property and there are no conditions, at, on, under or related to, the Property which pose a hazard to human health or the environment;
(c) Seller has obtained and maintains in full force and effect, all permits, licenses and other authorizations required by law or issued pursuant to any Environmental Law for the operation of the business of Seller. Seller is in compliance with all of the terms and conditions of such permits, licenses and other authorizations, has not received any notice or other communication concerning any alleged violation of any such permits, licenses and other authorizations, and there are no capital expenses or increases in operating costs anticipated in order for Seller not to remain in compliance with any Environmental Law and such permits, licenses and other authorizations;
(d) There exists no writ, injunction, decree, order or judgment outstanding, nor any lawsuit, claim, proceeding, citation, directive, summons or investigation pending or threatened against Seller relating to (i) the occupation or use of the Property; (ii) any alleged violation of any Environmental Law, or (iii) the suspected presence, Release or threatened Release of any Hazardous Substance on, under, in or from the Property, nor, to the knowledge of Seller, does there exist any valid basis for any such lawsuit, claim, proceeding, citation, di...
Environmental Representations Warranties and Covenants. Mortgagor further makes the following representations, warranties, and covenants, all of which are subject to any exceptions that Mortgagor may have previously disclosed in writing to Mortgagee, and which, to the extent that they deal with representations of fact, are based on Mortgagor's present knowledge, arrived at after reasonable inquiry.
Environmental Representations Warranties and Covenants. Except as otherwise disclosed in the Phase I Assessment referenced in the Indemnification Agreement (as hereinafter defined), Mortgagor makes the following representations and warranties which shall survive the closing of this loan:
Environmental Representations Warranties and Covenants. Subsection 3.12(a) of this Agreement is hereby amended by inserting after the words “including, without limitation, the” and before the words “Comprehensive Environmental Response” the words “Pennsylvania Hazardous Sites Cleanup Act, the Pennsylvania Solid Waste Management Act,”.
Environmental Representations Warranties and Covenants. Each party hereby represents and warrants as of the Second Amendment Effective Date (unless otherwise indicated) and covenants to the other party as follows:
Environmental Representations Warranties and Covenants. ▇▇▇▇▇▇▇▇▇ makes the following representations and warranties, which shall survive the closing of this loan:
Environmental Representations Warranties and Covenants. The Seller represents and warrants to the Buyer that as follows:
a. the Property has not been used to manufacture, refine, handle, generate, store, release or dispose of any Contaminant, or for waste disposal or landfill purposes or for any other purpose which may result or has resulted in any Contaminants in, on, under or migrating to or from the Property;
b. no Contaminants have been released, disposed of or created upon or under the Property;
c. the Property does not contain any Contaminants;
d. to the best of the Seller’s knowledge, the properties adjoining the Property, do not contain any Contaminants and have not been used for any other purposes which may result or have resulted in any Contaminants migrating to the Property; and
e. the Seller has not received any notice, order or demand related to any actual or alleged breach of any laws relating to the protection of the environment or relating to Contaminants, with respect to the Property. For the purposes of the foregoing, “Contaminants” means any contaminants or hazardous or toxic substance or materials, including without limitation, those defined, judicially interpreted or identified in any federal, provincial, or local laws, by-laws, regulations, orders, guidelines and policies relating to the protection of the natural environment or public health and safety.
Environmental Representations Warranties and Covenants. The Grantor makes the following representations, warranties and covenants, all of which are subject to any exceptions that the Grantor may have previously disclosed in writing to the Beneficiary, and which, to the extent that they deal with representations of fact, are based on the Grantor’s present knowledge, arrived at after reasonable inquiry.