James J. Periconi, Esq. | April 16, 2008
Seldom is a knowledgeable buyer with experienced counsel willing to accept property “as is.” Nonetheless, if that is the agreed term of the transaction, then special care must be taken to make that provision effective. It will be construed against the seller.
Category: Environmental Due Diligence, Real Estate Transactions & Environmental Law |
No Comments »
Tags: "as is" clause, CERCLA, contractual, environmental requirements, hazardous materials, property, statutory liability
James J. Periconi, Esq. | April 13, 2008
It may be appropriate to add specific representations on individual contaminants or areas of concern to buyer or lender. In addition to those listed, formaldehyde and radon may be of concern to the buyer.
Category: Environmental Due Diligence, Real Estate Transactions & Environmental Law, Toxic Substance Control Act - TSCA |
No Comments »
Tags: asbestos, contaminants, dielectric fluid, formaldehyde, friable, hydraulic oils, PCB, polychlorinated biphenyls, property, radon, toxic substance control act, transformers, UST
James J. Periconi, Esq. | April 10, 2008
1. Disclosure of outstanding notices or basis for notices is important to a continuing business: “Seller has not received written or oral notification that any of its current or past operations or a by–product thereof is related to
Category: Environmental Due Diligence, Real Estate Transactions & Environmental Law |
No Comments »
Tags: communication, contaminant, continuing business, disclosure, Environmental damages, notices or basis for notices, oral, property, written
James J. Periconi, Esq. | April 8, 2008
This most common of representations and warranties is most often abused. Buyer or tender may initially want a flat representation that there are not now and never have been any Hazardous Materials on the premises or any operations that generate, use, treat, store, or dispose of Hazardous Materials. Difficulties that immediately arise include
Category: Environmental Due Diligence, Real Estate Transactions & Environmental Law |
No Comments »
Tags: disposal, dumping, environmental, groundwater, hazardous operations property, hazardous substances, hazardous waste, leaching, offsite, property damage, stored, transported, treated
James J. Periconi, Esq. | April 6, 2008
Although the possession of and compliance with all necessary permits is important information for a buyer expecting to continue a business or a lender depending on the viability of a business, representations regarding permits do not necessarily cover potential liabilities for remediation or third party damages.
Category: Environmental Due Diligence, Environmental Permits, Real Estate Transactions & Environmental Law |
No Comments »
Tags: application, authorization, continue business, licenses, necessary permits, registration, third party damages, viability, violations
James J. Periconi, Esq. | April 1, 2008
A typical provision states: “Except as set forth in schedule x.x and except for violations which would not have a Material Adverse Effect, seller is not and has not been in violation of any Environmental Requirements.
Category: Environmental Due Diligence, Real Estate Transactions & Environmental Law |
No Comments »
Tags: environmental requirements, groundwater contamination, material adverse effect, remediation order, seller relating, soil
James J. Periconi, Esq. | March 30, 2008
Typically the preamble for the representations and warranties will state that they are made to induce the buyer to purchase or the lender to make the loan contemplated. 1. Although buyer prefers seller’s representations and warranties to be absolute, seller will want to make them
Category: Environmental Due Diligence, Real Estate Transactions & Environmental Law |
No Comments »
Tags: best knowledge, buyer, diligent inquiry, knowledge, lender, loan contemplated, material adverse effect, purchase, seller, sellers, warranties
James J. Periconi, Esq. | March 27, 2008
Material Adverse Effect: In a sale of any ongoing business, one way to address the difficulty of being absolute in the representations and warranties when in fact the parties are not concerned about
Category: Environmental Due Diligence, Real Estate Transactions & Environmental Law |
No Comments »
Tags: Adverse environment condition, adverse environmental conditional, buyer, damages, environmental requirements, hazardous materials, material adverse effect, real estate, SEC, seller
James J. Periconi, Esq. | March 25, 2008
Environmental Damages: This definition is a convenient place to collect all the possible liabilities and damages arising from the presence of hazardous materials on the property in violation of, or requiring remediation under,
Category: Environmental Due Diligence, Real Estate Transactions & Environmental Law |
No Comments »
Tags: damages to natural resources, diminution in property value, Environmental damages, government agencies, hazardous materials, indemnity, liabilities, occupational injury, penalties
James J. Periconi, Esq. | March 10, 2008
Environmental Requirements: Traditionally the term used is “Environmental Law,” but “Requirements” is more accurate as the definition goes beyond statutes and regulations.
Category: Environmental Due Diligence, Federal Environmental Law, Real Estate Transactions & Environmental Law |
No Comments »
Tags: CERCLA, commercial, contaminant, discharge, disposal, environmental requirements, governmental authority, hazardous materials, pollutant, real estate transaction, remediation, substance