RECY...
James:
RECY has very strict guidelines regarding environmental issues... They didn't conclude their Mindas deal for such a reason...
Here is the Environmental clause for their Ferex Acquisition:
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4.22 ENVIRONMENTAL MATTERS.
(a) Except as set forth in SCHEDULE 4.22, in material
violation of any Environmental Laws, (i) neither Ferex nor any Ferex
Subsidiary has ever generated, transported, used, stored, treated, disposed
of, or managed any hazardous waste (as that term is defined under RCRA or any
other Environmental Law); (ii) no Hazardous Material has ever been or is
threatened to be spilled, released, or disposed of by Ferex or any Ferex
Subsidiary or to the Knowledge of Ferex or any Control Shareholders, by any
other Person, at any site presently or formerly owned, operated, leased, or
used by Ferex or any Ferex Subsidiary, or has ever been located in the soil
or groundwater at any such site; (iii) no Hazardous Material has ever been
transported by Ferex or any Ferex Subsidiary or to the Knowledge Ferex or any
Control Shareholders, by any other Person, from any site presently or
formerly owned, operated, leased, or used by Ferex or any Ferex Subsidiary
for treatment, storage, or disposal at any other place; (iv) neither Ferex
nor any Ferex Subsidiary presently owns, operates, leases, or uses, or has
previously owned, operated, leased, or used any site on which underground
storage tanks are or were located and (v) no Lien has ever been imposed by
any governmental agency on any property, facility, machinery, or equipment
owned, operated, leased, or used by Ferex or any Ferex Subsidiary in
connection with the presence of any Hazardous Material.
(b) Except as set forth in SCHEDULE 4.22, (i) neither Ferex
nor any Ferex Subsidiary has any liability under, or to the Knowledge of
Ferex and the Control Shareholders, has ever violated, any Environmental Law;
(ii) Ferex and each Ferex Subsidiary, any property owned, operated, leased,
or used by Ferex or any Ferex Subsidiary, and any facilities and operations
thereon are presently in compliance with all applicable Environmental Laws;
(iii) neither Ferex nor any Ferex Subsidiary has ever entered into or been
subject to any judgment, consent decree, compliance order, or administrative
order with respect to any environmental or health and safety matter or
received any request for information, notice, demand letter, administrative
inquiry, or formal or informal complaint or claim with respect to any
environmental or health and safety matter or the enforcement of any
Environmental Law; and (iv) neither Ferex nor any Control Shareholder has any
Knowledge or any reason to know that any of the items enumerated in clause
(iii) of this subsection will be forthcoming.
(c) Except as set forth in SCHEDULE 4.22 hereto, to the
Knowledge of Ferex and the Control Shareholders, there is not any asbestos or
asbestos-containing material, any polychlorinated biphenyls (PCBs) or
equipment containing PCBs, or any urea formaldehyde foam insulation present
at, on, over, beneath, in or upon any site owned, operated, leased, or used
by Ferex or any Ferex Subsidiary.
(d) Ferex and each Ferex Subsidiary has provided to Recycling
copies of all documents, records, and information in the possession of Ferex
or any Ferex Subsidiary or any consultant of Ferex or any Ferex Subsidiary
concerning any environmental or health and safety matter relevant to Ferex or
any Ferex Subsidiary, whether generated by Ferex, any Ferex Subsidiary or
others, including, without limitation, environmental audits, environmental
risk assessments, site
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assessments, documentation regarding off-site disposal of Hazardous
Materials, spill control plans, and reports, correspondence, permits,
licenses, approvals, consents, and other authorizations related to
environmental or health and safety matters issued by any governmental agency.
Jim |
