No Environmental Liability Sample Clauses
No Environmental Liability. To Sellers Best Knowledge, there are no facts or circumstances that may result in an Environmental Liability of the Target Group Companies. “Environmental Liability” means any Losses resulting from the pollution or contamination by or disposal of any Hazardous Materials or violation of Environmental Laws.
No Environmental Liability. The Banks shall be satisfied that neither the Borrowers nor AMB LP, AMB, nor any Consolidated Subsidiary, is subject to any present or contingent environmental liability which could have a Material Adverse Effect and Guarantors shall have delivered a certificate so stating;
No Environmental Liability. There shall be no reasonable basis for any proceeding, claim or action of any nature seeking to impose, or that could result in the imposition on Company or any Company Subsidiary of, any liability relating to the release of hazardous substances as defined under any local, state or federal environmental statute, regulation or ordinance including, without limitation, CERCLA, which has had or could reasonably be expected to have a material adverse effect upon Company and its subsidiaries taken as a whole.
No Environmental Liability. The Administrative Agent will not be liable to any Person for any Environmental Law or any actions, suits, proceedings or claims, including any contribution actions, under any federal, state or local law, rule or regulation by reason of the Administrative Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any presence, discharge or release or threatened discharge or release of any Hazardous Materials. In the event that the Administrative Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Administrative Agent’s sole discretion may cause the Administrative Agent to be considered an “owner or operator” under any Environmental Law or otherwise cause the Administrative Agent to incur, or be exposed to, any liability in connection with any Environmental Law or any liability under any other federal, state or local law, the Administrative Agent reserves the right, instead of taking such action, either to resign as Administrative Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver.
No Environmental Liability. On the Effective Date, except to the extent set forth in the Environmental Settlement Documents and the Plan, New Tronox shall have no liabilities or obligations under any environmental, health or safety laws arising out of or related to facts, events or circumstances occurring or in existence prior to the Effective Date other than such liabilities or obligations arising out of or related to the ownership or operation of the real property owned or leased by New Tronox.
No Environmental Liability. To the knowledge of the Loan Parties, as at the Effective Date, none of the Loan Parties has any liability resulting from:
(i) a violation of any Environmental Law; or
(ii) any Release, other than liabilities which, individually or in the aggregate:
(iii) would not reasonably be expected to exceed $5,000,000 and for which adequate reserves for the payment thereof as required by GAAP have been provided; and
(iv) could not reasonably be expected to result in Remedial Obligations of any one or more Loan Parties having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such potential liability.
No Environmental Liability. On the Effective Date, except to the extent set forth in the Environmental Settlement Documents, the First Amended Plan or Schedule 8(b)(xv) attached hereto, the Company shall have no material liabilities or material obligations under any environmental, health or safety Laws arising out of or related to facts, events or circumstances occurring or in existence prior to the Effective Date.
No Environmental Liability. (i) Except as specifically set forth on Schedule 3.20, neither the Company nor any of its Subsidiaries has any liability or obligation, and there is no past or existing condition or event that could reasonably be expected to result in any such liability or obligation:
(1) relating to the violation by the Company or any of its Subsidiaries of any Environmental Law or permit;
(2) with respect to, or relating to, the generation, presence, disposal, Release, threatened Release, handling, transportation, treatment, storage, Cleanup or contamination of or by any Hazardous Material (i) by the Company or any of its Subsidiaries or (ii) at any Leased Real Property; or
(3) with respect to, or relating to, the Cleanup of any real property. (any such liability or obligation referred to in clauses (1), (2) and (3) being an “Environmental Liability”).
(ii) Except as specifically set forth on Schedule 3.20, there are no Environmental Liabilities existing or occurring on or prior to Closing for which the Company or any of its Subsidiaries are responsible.
(iii) Except as set forth on Schedule 3.20, the Company and its Subsidiaries currently possess all consents, licenses, permits, authorizations and certifications required under applicable Environmental Laws for the operation of the business as presently conducted, and such consents, licenses, permits, authorizations and certifications are valid and in full force and effect.
No Environmental Liability. Except with respect to matters listed on Schedule 2(v), there shall be no reasonable basis for any proceeding, claim or action of any nature seeking to impose, or that could result in the imposition on Company or any Company Subsidiary of, any liability relating to the release of hazardous substances as defined under any local, state or federal environmental statute, regulation or ordinance including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended, which has had or could reasonably be expected to have a material adverse effect upon Company and its subsidiaries taken as a whole.
No Environmental Liability. Seller represents and warrants that: (i) no portion of the Site and the improvements thereon has ever been used, to the knowledge of Seller, by previous or current owners or operators or Seller to generate, manufacture, refine, transport, treat, store, handle or dispose of toxic material, hazardous substances, solid waste or hazardous wastes, as the terms are defined in any applicable Environmental Law, and Seller shall not use any of the Site for such purposes; (ii) to the knowledge of Seller, the Site does not contain, through the action or inaction of previous owners or operators or Seller, asbestos, urea formaldehyde foam insulation, PCBs, other toxic materials, hazardous substances, or any other chemical, material, or substance exposure to which may or could pose a health hazard whether or not the substance is prohibited, limited or regulated by any Governmental Agency, whether used in the Facility or stored on the Site; (iii) Seller has not received a summons, citation, directive, letter, or other communication, written or oral, from any Governmental Agency concerning the existence of any condition on or affecting the Site which currently violates, or which, with the passage of time will violate, any applicable Environmental Law, or which otherwise indicates that Seller may be subject to any potential Environmental Liability with respect to the Site or the Facility and (iv) Seller, the Facility and the Site are not subject to any existing or pending investigation or inquiry by any Governmental Agency or to any remedial obligations under any applicable Environmental Law.