Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 5 contracts
Sources: Merger Agreement (Cmgi Inc), Merger Agreement (Prodigy Communications Corp), Merger Agreement (Cmgi Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichwould not, individually or in the aggregate, have not had, and are not reasonably be likely to have a Company Material Adverse Effect: :
(i) since the date that is four years prior to the date hereof, the Company and each of its Subsidiaries has complied with, and is not have been in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b)); and have not incurred any Liabilities concerning any Environmental Laws with respect to the business of the Company and its Subsidiaries;
(ii) there are no writs, injunctions, decrees, awards, orders or judgments outstanding, or any actions, suits, demands, claims or hearings or, to the properties Knowledge of the Company, proceedings or investigations pending or, to the Knowledge of the Company, threatened, relating to compliance with, or Liability under, any Environmental Law affecting the business of the Company and its Subsidiaries, other than those first arising after the date hereof in the ordinary course of business;
(iii) to the Knowledge of the Company, there has been no release, threatened release, contamination or disposal of Hazardous Substances at any property currently or formerly owned or operated by in connection with the business of the Company and its Subsidiaries (including in soils, groundwater, surface water, buildings or other structures) are not contaminated with or at any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned third-party property, or operated from any waste generated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither legally responsible predecessor corporation thereof, that has given or would, individually or in the Company nor its Subsidiaries are subject aggregate, reasonably be likely to liability give rise to any Liability under any Environmental Law for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that which the Company or any of its Subsidiaries may be in violation of, liable under would incur or have obligations under any Environmental Lawshare Liability; and
(viiiv) neither the Company nor any of its Subsidiaries is subject to any orders, there are no consent decrees, injunctions orders or other arrangements similar agreements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or imposing restrictions on the ownership, use or transfer of any real property relating to, or derived from, any Environmental Law, and there are no indemnification or other agreements with any third party (other than ordinary course provisions in leases of real property or in agreements for the Company acquisition or disposition of assets or businesses) relating to any of its Subsidiaries pursuant to Liability or potential Liability under any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 4 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have have, a Company Merger Partner Material Adverse Effect: :
(i) the Company Merger Partner and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)); Laws;
(ii) to the knowledge of Merger Partner, the properties currently owned owned, leased or operated by the Company Merger Partner and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); Substances;
(iii) to the knowledge of Merger Partner, the properties formerly owned owned, leased or operated by the Company Merger Partner or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership ownership, use or operation by the Company Merger Partner or any of its Subsidiaries; ;
(iv) neither the Company Merger Partner nor any of its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; and
(v) neither the Company Merger Partner nor any of its Subsidiaries have released any Hazardous Substance to into the environment; .
(vib) As of the date of this Agreement, neither the Company Merger Partner nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company Merger Partner or any of its Subsidiaries may be in violation of, liable under or have obligations under under, any Environmental Law; .
(viic) neither the Company Neither Merger Partner nor any of its Subsidiaries is subject to any written orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other written agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(bd) For purposes of this Agreement, "the term “Environmental Law" ” means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, safety or natural resources, (Bii) the handling, use, storage, treatment, presence, disposal, release or threatened release of any Hazardous Substance or (Ciii) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 4 contracts
Sources: Merger Agreement (Boston Therapeutics, Inc.), Merger Agreement (Amergent Hospitality Group, Inc), Merger Agreement (Chanticleer Holdings, Inc.)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have have, a Public Company Material Adverse Effect: :
(i) the Public Company and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)); Laws;
(ii) to the knowledge of Public Company, the properties currently owned owned, leased or operated by the Public Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); Substances;
(iii) to the knowledge of Public Company, the properties formerly owned owned, leased or operated by the Public Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership ownership, use or operation by the Public Company or any of its Subsidiaries; ;
(iv) neither the Public Company nor any of its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; and
(v) neither the Public Company nor any of its Subsidiaries have released any Hazardous Substance to into the environment; .
(vib) As of the date of this Agreement, neither the Public Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Public Company or any of its Subsidiaries may be in violation of, liable under or have obligations under under, any Environmental Law; .
(viic) neither the Neither Public Company nor any of its Subsidiaries is subject to any written orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other written agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 4 contracts
Sources: Merger Agreement (SRAX, Inc.), Merger Agreement (Boston Therapeutics, Inc.), Merger Agreement (Amergent Hospitality Group, Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement has not had and except for such matters whichwould not reasonably be expected, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse EffectEffect on Company and its Subsidiaries, and to the Company’s Knowledge:
(a) Company and its Subsidiaries have complied with all applicable Laws relating to: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation protection or restoration of the environment, human health and safetyhealth, safety or natural resources, ; (Bii) the handling, use, presence, disposal, release or threatened release of of, or exposure to, any Hazardous Substance or hazardous substance; and (Ciii) noise, odor, wetlands, indoor air, pollution, contamination or any injury or threat of injury to persons or propertyproperty involving any hazardous substance (“Environmental Laws”);
(b) there are no proceedings, claims, actions, or investigations of any kind, pending or threatened in writing, by any Person, court, agency, or other Governmental Entity or any arbitral body, against Company or its Subsidiaries relating to any Environmental Law and there is no reasonable basis for any such proceeding, claim, action or investigation;
(c) there are no agreements, orders, judgments, indemnities or decrees by or with Company or its Subsidiaries, and any Person, court, regulatory agency or other Governmental Entity, that could impose any liabilities or obligations under or in respect of any Environmental Law;
(d) there are, and have been, no hazardous substances or other environmental conditions at any property under circumstances which could reasonably be expected to result in liability to or claims against Company or its Subsidiaries relating to any Environmental Law;
(e) there are no reasonably anticipated future events, conditions, circumstances, practices, plans, or legal requirements that could give rise to obligations or liabilities to Company and its Subsidiaries under any Environmental Law; and
(f) there are no agreements, orders, judgments, indemnities or decrees by or with any borrower of any Subsidiary with respect to which such Subsidiary has a security interest in real property owned by such borrower, and any Person, court, regulatory agency or other Governmental Entity, that could impose any liabilities or obligations under or in respect of any Environmental Law.
Appears in 4 contracts
Sources: Merger Agreement (Farmers National Banc Corp /Oh/), Merger Agreement (Middlefield Banc Corp), Merger Agreement (Farmers National Banc Corp /Oh/)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have would not had, and are not be reasonably likely to have a Company Material Adverse Effectmaterial adverse effect change in the business, operations, properties, prospects, assets, or condition of the Issuer: (i) the Company and each of its Subsidiaries to Issuer's knowledge, Issuer has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b4.8(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soilsto Issuer's knowledge, groundwater, surface water, buildings or other structures) are Issuer is not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property any third party property; (iii) to Issuer's knowledge, Issuer has not been associated with any release or threat of release of any third partyHazardous Substance; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries Issuer has not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries Issuer may be in violation of, of or liable under or have obligations under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries Issuer is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company or any of its Subsidiaries Issuer that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries Issuer pursuant to any Environmental Law.
(b) For purposes of this Agreement, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 4 contracts
Sources: Purchase Agreement (Contango Oil & Gas Co), Purchase Agreement (Contango Oil & Gas Co), Securities Purchase Agreement (Contango Oil & Gas Co)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior not reasonably expected to the date of this Agreement and except for such matters whichhave or had, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: :
(i) the Company and each of its Subsidiaries has complied withare and, and is not since January 1, 2019, have been in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b)); Laws;
(ii) there is no Environmental Claim pending or, to the properties currently owned knowledge of the Company, threatened against the Company or operated by any of its Subsidiaries;
(iii) except as listed in Section 4.19(a)(iii) of the Company Disclosure Letter, the Company and its Subsidiaries have no contractual indemnity obligation to any third party for Environmental Claims or liability under Environmental Law, other than general commercial indemnification obligations entered into in the ordinary course of business, and not for the primary purpose of indemnifying matters relating to Environmental Claims or Environmental Laws; and
(including soilsiv) to the knowledge of the Company, groundwaterthere are no actions, surface wateractivities, buildings circumstances, facts, conditions, events or other structuresincidents that would be reasonably likely to form the basis of any Environmental Claim against the Company or any of its Subsidiaries.
(b) Except as listed in Section 4.19(b) of the Company Disclosure Letter, the Company and its Subsidiaries are not contaminated required to hold any Environmental Permits in order to conduct their business or operations as their business and operations are conducted.
(c) The Company has provided Parent with true and complete copies of all material environmental assessment reports and reports of material environmental investigations with respect to the Company and any Hazardous Substances of its Subsidiaries and for any Company Real Property.
(as defined in Section 3.12(c)); (iiid) the properties formerly owned The transactions contemplated by this Agreement do not require, under any Environmental Law, any material consent of, or operated by material filings with, any Governmental Authority with jurisdiction over the Company or any of its Subsidiaries were including, but not contaminated with Hazardous Substances prior to or during limited to, the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Lawenvironmental permits.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 4 contracts
Sources: Merger Agreement (U.S. Well Services, Inc.), Merger Agreement (U.S. Well Services, Inc.), Merger Agreement (ProFrac Holding Corp.)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied withcomply, and is not in violation ofwithin all applicable statute of limitation periods have complied, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (viii) neither the Company nor any of its Subsidiaries have released are subject to liability for any release of, or any exposure of any person or property to, any Hazardous Substance to the environmentSubstance; (viiv) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (viiv) neither the Company nor any of its Subsidiaries is subject to any orders, decreesdecrees or injunctions issued by, injunctions or other arrangements with with, any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivi) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in cause the Company or any of its Subsidiaries to become subject to any claims, liability, obligationsinvestigations or costs, investigations, costs or to restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries Subsidiaries, pursuant to any Environmental Law.
; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Avii) the protection, investigation or restoration Company and its Subsidiaries have all of the environmentEnvironmental Permits necessary for the conduct and operation of the business as now being conducted, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyall such permits are in good standing.
Appears in 4 contracts
Sources: Merger Agreement (Varco International Inc /De/), Merger Agreement (Grant Prideco Inc), Merger Agreement (National Oilwell Varco Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement hereof and except for such matters whichas are not, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 4 contracts
Sources: Merger Agreement (American Bankers Insurance Group Inc), Merger Agreement (Cendant Corp), Agreement and Plan of Merger (American Bankers Insurance Group Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement hereof and except for such matters which, individually or in the aggregate, have as has not had, had and are is not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of it and its Subsidiaries has complied with, and is not in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries no property (including soils, groundwater, surface water, buildings or other structures) are not currently owned or operated by it or any of its Subsidiaries is contaminated with any Hazardous Substances (as defined Substance which could reasonably be expected to result in Section 3.12(c))liability relating to or require remediation under any Environmental Law; (iii) the properties no property formerly owned or operated by the Company it or any of its Subsidiaries were not has been contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership or operation by the Company which could reasonably be expected to result in liability relating to or require remediation under any of its SubsidiariesEnvironmental Law; (iv) neither the Company it nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company it nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance which could reasonably be expected to the environmentresult in liability relating to or require remediation under any Environmental Law; (vi) neither the Company it nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (vii) neither the Company it nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no other circumstances or conditions involving the Company it or any of its Subsidiaries or the transactions contemplated in this Agreement that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aix) the protectionCompany has delivered to Parent, investigation and Parent has made available to the Company, copies of all environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to it or restoration of the environment, human health its Subsidiaries or their respective current and safety, former properties or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyoperations.
Appears in 4 contracts
Sources: Merger Agreement (MCN Energy Group Inc), Merger Agreement (Dte Energy Co), Agreement and Plan of Merger (MCN Energy Group Inc)
Environmental Matters. (a) Except To the knowledge of Company, except as disclosed in the Company SEC Reports filed prior to the date of this Agreement hereof or on the Company Disclosure Schedule and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not are in violation of, any material compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have has released any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could are reasonably be expected likely to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of As used in this Agreement, the term "Environmental LawENVIRONMENTAL LAW" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (Bii) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (Ciii) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons Persons or property.
Appears in 4 contracts
Sources: Merger Agreement (Funco Inc), Merger Agreement (Barnes & Noble Inc), Merger Agreement (Electronics Boutique Holdings Corp)
Environmental Matters. (a) Except as disclosed The Company, the Parent and their Subsidiaries have complied at all times in the Company SEC Reports filed prior all material respects with all applicable Environmental Health and Safety Laws, hold all environmental permits material to the date conduct of this Agreement the business of the Company, the Parent and except for such matters which, individually or in the aggregate, have not had, their Subsidiaries and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined compliance in Section 3.12(b))all material respects with their respective environmental permits; (iib) the properties no property currently owned owned, leased or operated by the Company and its Subsidiaries or the Parent (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance; (iiic) the properties no property formerly owned owned, leased or operated by the Company Company, the Parent or any of its their Subsidiaries were not was contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership or operation by the Company or any of its Subsidiariesoperation; (ivd) neither the Company Company, the Parent nor its any of their Subsidiaries are is subject to material liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (ve) neither the Company Company, the Parent nor any of its their Subsidiaries have has released or is aware of any past or present threat of release of any Hazardous Substance that has been or could reasonably be expected to the environmentbe material; (vif) neither the Company Company, the Parent nor any of its their Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Company, the Parent or any of its their Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Health and Safety Law; (viig) neither the Company Company, the Parent nor any of its their Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements agreement with any Governmental Entity Authority or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Health and Safety Law or relating to Hazardous Substances; and (viiih) there are no other circumstances or conditions involving the Company Company, the Parent or any of its their Subsidiaries that could reasonably be expected to result in any claimsmaterial claim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Health and Safety Law.
; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ai) the protectionCompany and the Parent have made available to the Purchaser copies of all written environmental reports, investigation studies, assessments, sampling data and other environmental information in its possession relating to the Company, the Parent or restoration of the environment, human health their Subsidiaries or their respective current and safety, former properties or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyoperations.
Appears in 4 contracts
Sources: Master Investment Agreement (Terrestar Corp), Master Investment Agreement (Terrestar Corp), Purchase Agreement (Terrestar Corp)
Environmental Matters. Except as described in Section 5.16 of the Disclosure Schedule, (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by both the Company and its Subsidiaries (including soilsare in compliance with and for the past four years, groundwater, surface water, buildings or other structures) are not contaminated have been in compliance with any Hazardous Substances (as defined all applicable Environmental Law and Environmental Permits in Section 3.12(c))all material respects; (iiib) all past non-compliance with Environmental Laws or Environmental Permits has been resolved without any material pending, on-going or future obligation, cost or liability; (c) none of the properties currently or formerly owned owned, leased or operated by the Company or any of its Subsidiaries were not Subsidiary (including, without limitation, soils and surface and ground waters) are contaminated with any Hazardous Substance or otherwise in material violation of Environmental Law; (d) none of the Company or any of the Subsidiaries is actually or allegedly liable for any off-site contamination by Hazardous Substances; (e) none of the Company or any of the Subsidiaries is actually or allegedly liable under any Environmental Law (including, without limitation, pending or threatened liens); (f) each of the Company and each Subsidiary has all material Environmental Permits; (g) each of the Company and each Subsidiary is in compliance with its Environmental Permits in all material respects; (h) to the knowledge of the Company, neither the execution of this Agreement nor the consummation of the Transactions will require any investigation, remediation or other action with respect to Hazardous Substances, or any notice to or consent of Governmental Authorities or third parties, pursuant to any applicable Environmental Law or Environmental Permit; (i) there are no underground storage tanks in which Hazardous Substances prior are being or have been treated, stored or disposed on any of the Oil and Gas Interests or, to its knowledge, on any property formerly owned, leased, used or during the period of ownership or operation occupied by the Company or any of its Subsidiaries; (ivj) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property none of the Company or any of its Subsidiaries are conducting, and have not undertaken or completed, any Remedial Action relating to any Release or threatened Release of Hazardous Substances at any location, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law.
Law or Environmental Permit; (bk) For purposes there are no material Environmental Claims pending or, to the knowledge of this Agreementthe Company, "Environmental Law" means any lawthreatened against the Company, regulationits Subsidiaries, orderor the Oil and Gas Interests, decreeand to its knowledge, permit, authorization, opinion, common law or agency requirement there are no circumstances that can reasonably be expected to form the basis of any jurisdiction relating to: such Environmental Claim; and (Al) the protectionCompany has provided Purchaser with copies of (i) any material environmental assessment or audit reports or other similar studies or analyses relating to the Oil and Gas Interests, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination Company or any injury Subsidiary prepared within the last three years and (ii) all insurance policies issued at any time that may provide coverage to the Company or threat of injury to persons or propertyany Subsidiary for environmental matters.
Appears in 4 contracts
Sources: Investment Agreement (Transmeridian Exploration Inc), Investment Agreement (Transmeridian Exploration Inc), Investment Agreement (United Energy Group LTD)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior has not been, and would not reasonably expected to the date of this Agreement and except for such matters whichbe, individually or in the aggregate, have not hadmaterial to the Acquired Companies, and are not reasonably likely to have taken as a Company Material Adverse Effectwhole: (i) the Company and each of its Subsidiaries the Acquired Companies is and has complied with, and is not been in violation of, any compliance with all applicable Environmental Laws (as defined and possesses and is and has been in Section 3.12(b)); compliance with all required Environmental Permits, (ii) there are no Environmental Claims pending or, to the properties currently Knowledge of the Company, threatened in writing against the Acquired Companies, (iii) to the Knowledge of the Company, none of the Acquired Companies or any of their predecessors has owned or operated any property or facility that is or has been contaminated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties Materials, or is liable for or caused any releases or threatened release of Hazardous Materials at any property currently or formerly owned or operated by the Company Acquired Companies or any of its Subsidiaries were not contaminated their predecessors, or at any offsite disposal location in connection with Hazardous Substances prior to the current or during past operations of the period of ownership Acquired Companies or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any noticetheir predecessors, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be which in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could each case would reasonably be expected to result in any claimsan Environmental Claim, liability(iv) to the Knowledge of the Company, obligations, investigations, costs or restrictions on the ownership, use or transfer there has been no exposure of any property Person to any Hazardous Material in connection with the current or former properties, operations and activities of the Company Acquired Companies, (v) none of the Acquired Companies has received any written claim or notice of violation from any Governmental Entity or any other Person alleging that any of its Subsidiaries the Acquired Companies is or has been in actual or potential violation of, or may otherwise be liable under, any Environmental Law, or regarding any Hazardous Materials, (vi) none of the Acquired Companies is a party or subject to any Order pursuant to Environmental Law, (vii) none of the Acquired Companies has assumed, agreed to be responsible for, undertaken, provided an indemnity with respect to or agreed to indemnify against, or otherwise become subject to, any Liability of any other Person relating to Environmental Law or Hazardous Materials and (viii) the Company has made available to Parent all environmental reports, audits, assessments (including Phase I or II environmental assessments) and other material environmental documents (including any documents pertaining to (A) any unresolved claims arising under or relating to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance Materials in, on, beneath or adjacent to any property or (C) noisethe Acquired Companies’ compliance with applicable Environmental Laws) relating to the Acquired Companies and any property owned, odorleased or occupied by each Acquired Company, wetlandsin each case in the possession, pollution, contamination custody or any injury or threat control of injury to persons or propertythe Acquired Companies.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.), Merger Agreement (Hill International, Inc.)
Environmental Matters. (a) Except as disclosed set forth on Schedule III.R. hereto:
1. The Company, the Subsidiaries and their respective operations are in compliance with all applicable Environmental Laws and all permits (including terms, conditions, and limitations therein) issued pursuant to Environmental Laws or otherwise;
2. Each of the Company SEC Reports filed prior to and the date of this Agreement and except for such matters whichSubsidiaries has all permits, individually or in the aggregatelicenses, have not hadwaivers, exceptions, and are not reasonably likely exemptions required under all applicable Environmental Laws necessary to have a operate its business;
3. None of the Company Material Adverse Effect: or the Subsidiaries is the subject of any outstanding written order of or agreement with any governmental authority or person respecting (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); or permits, (ii) the properties currently owned Remedial Action or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) any Release or threatened Release of Hazardous Materials;
4. None of the properties formerly Company or the Subsidiaries has received any written communication alleging that it may be in violation of any Environmental Law or any permit issued pursuant to any Environmental Law, or may have any liability under any Environmental Law;
5. None of the Company or the Subsidiaries has any liability, contingent or otherwise, in connection with any presence, treatment, storage, disposal or Release of any Hazardous Materials whether on property owned or operated by the Company or any Subsidiary or property of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period third parties, and none of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability has transported, or arranged for transportation of, any Hazardous Substance Materials for treatment or disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there property;
6. There are no circumstances investigations of the business, operations, or conditions involving the Company currently or any of its Subsidiaries that could reasonably be expected to result in any claimspreviously owned, liability, obligations, investigations, costs operated or restrictions on the ownership, use or transfer of any leased property of the Company or any Subsidiary pending or threatened which could lead to the imposition of its Subsidiaries any case or liability pursuant to any Environmental Law.;
(b) For purposes 7. There is not located at any of this Agreement, "Environmental Law" means the properties owned or operated by the Company or any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of Subsidiary any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resourcesunderground storage tanks, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance asbestos-containing material or (C) noiseequipment containing polychlorinated biphenyls;
8. Each of the Company and the Subsidiaries has provided to Buyer all environmentally related assessments, odoraudits, wetlandsstudies, pollutionreports, contamination analyses, and results of investigations that have been performed with respect to the currently or previously owned, leased or operated properties or activities of the Company and such Subsidiaries;
9. There are no liens arising under or pursuant to any Environmental Law on any real property owned, operated, or leased by the Company or any injury Subsidiary, and no action of any governmental authority has been taken or, to the knowledge of the Company, is in process of being taken which could subject any of such properties to such liens, and none of the Company or threat the Subsidiaries has been or is expected to be required to place any notice or restriction relating to the presence of injury Hazardous Material at any real property owned, operated, or leased by it in any deed to persons such property;
10. Neither the Company nor any of the Subsidiaries owns, operates, or leases any hazardous waste generation, treatment, storage, or disposal facility, as such terms are used pursuant to the RCRA and related or analogous state, local, or foreign law. None of the properties owned, operated, or leased by the Company, any of the Subsidiaries or any predecessor thereof are now, or were in the past, used in any part as a dump, landfill, or disposal site, and neither the Company, any of the Subsidiaries nor any predecessor of any of them has filled any wetlands;
11. The purchase that is the subject of this Agreement will not require any governmental approvals under Environmental Laws, including those that are triggered by sales or transfers of businesses or real property., including, as examples and without limitation, the New Jersey Industrial Site Recovery Act, N.J.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Popmail Com Inc), Securities Purchase Agreement (Innovative Gaming Corp of America), Securities Purchase Agreement (Commodore Applied Technologies Inc)
Environmental Matters. (a) Except as disclosed set forth in Section 3.22 of the Company SEC Reports filed prior to Visant Disclosure Schedule, (i) ▇▇▇ ▇▇▇▇▇▇▇▇ and the date of this Agreement and Transferred Subsidiaries have complied in all respects, with all applicable Environmental Laws, except for such matters whichnon-compliance that, individually or in the aggregate, have has not had, and are or would not reasonably likely be expected to have have, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties no property currently owned or operated by ▇▇▇ ▇▇▇▇▇▇▇▇ or any of the Company and its Transferred Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined Substance at material levels or in Section 3.12(c))circumstances that could reasonably be expected to require remediation under Environmental Laws; (iii) the properties no property formerly owned or operated by the Company ▇▇▇ ▇▇▇▇▇▇▇▇ or any of its the Transferred Subsidiaries were not and for which ▇▇▇ ▇▇▇▇▇▇▇▇ or any of the Transferred Subsidiaries could reasonably be expected to bear material Liability was contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership or operation by the Company at material levels or any of its Subsidiariesin circumstances that can reasonably be expected to require further remediation under Environmental Laws; (iv) neither ▇▇▇ ▇▇▇▇▇▇▇▇ nor any of the Company nor its Transferred Subsidiaries are is subject to liability material Liability under Environmental Laws for any Hazardous Substance disposal or contamination on the property of any third partyparty property at levels or in circumstances that could reasonably be expected to require remediation under Environmental Laws; (v) since October 4, 2004, and, to Visant’s Knowledge, on or prior to October 4, 2004, neither the Company ▇▇▇ ▇▇▇▇▇▇▇▇ nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Transferred Subsidiaries has received any written, or to Visant’s Knowledge, oral notice, demand, letter, claim or request for information alleging that the Company ▇▇▇ ▇▇▇▇▇▇▇▇ or any of its the Transferred Subsidiaries may be in violation of, liable under of or have obligations subject to Liability under any Environmental Law; (viivi) neither the Company ▇▇▇ ▇▇▇▇▇▇▇▇ nor any of its the Transferred Subsidiaries is subject to any orders, decrees, injunctions or other arrangements Order with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability Liability material to ▇▇▇ ▇▇▇▇▇▇▇▇ or any of the Transferred Subsidiaries under any Environmental Law Law; (vii) none of the Real Property contain any underground storage tanks, asbestos-containing material, lead containing paint, or relating polychlorinated biphenyls which could reasonably be expected to Hazardous Substancesrequire the incurrence of any material cost to ▇▇▇▇▇ or result in material Liability pursuant to any Environmental Law; and (viii) there are no circumstances or conditions involving the Company Visant has made available to Buyer copies of all environmental reports, studies, assessments and audits in its possession relating to ▇▇▇ ▇▇▇▇▇▇▇▇ or any of the Transferred Subsidiaries or their respective current and former properties or operations in its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of possession at its Subsidiaries pursuant to any Environmental Lawcorporate headquarters.
(b) For purposes of Notwithstanding anything to the contrary in this Agreement, "the representations and warranties set forth in this Section 3.22 shall be the sole and exclusive representations and warranties of Visant with respect to Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyLaws.
Appears in 3 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Visant Corp), Stock Purchase Agreement (RR Donnelley & Sons Co)
Environmental Matters. (a) Except as disclosed set forth in Section 4.14(a) of the Company SEC Reports filed prior to the date of this Agreement Disclosure Schedule, and except for such matters whichas would not, individually or in the aggregate, have not had, and are not reasonably likely be expected to have a Company Material Adverse Effect: , (i) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws (which compliance includes the possession by the Company and each of its Subsidiaries has complied withof all Environmental Permits, and compliance with the terms and conditions thereof); (ii) there is no Environmental Claim pending or threatened in writing against the Company or any of its Subsidiaries; (iii) there is no civil, criminal or administrative judgment against the Company or any of its Subsidiaries or, to the Knowledge of the Company or any of its Subsidiaries, against any Person or entity whose liability for any Environmental Claim the Company or any of its Subsidiaries has contractually or by operation of law retained or assumed pursuant to Environmental Laws; (iv) the Company and its Subsidiaries have all Environmental Permits required pursuant to Environmental Laws and the Company and its Subsidiaries are in compliance with all terms and conditions thereof; (v) the Company and its Subsidiaries have filed all notices required under Environmental Laws indicating the past and present Release, generation, treatment, storage or disposal of Hazardous Substances; (vi) there is not at, on or in violation ofany of the real properties owned or leased by the Company or any of its Subsidiaries any generation, use, handling, Release, treatment, recycling, storage or disposal of any applicable Hazardous Substances in a manner not in compliance with Environmental Laws Laws; and (vii) there are no past or present actions, activities, circumstances, conditions, events or incidents, including the Release or presence of any Hazardous Substances, which are reasonably likely to form the basis of any Environmental Claim against the Company or any of its Subsidiaries or against any Person or entity whose liability for any Environmental Claim, the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of Law.
(b) The Company has made available to Parent copies of all environmental audits, assessments or studies completed since January 1, 1997 with respect to the facilities or Real Property (as defined in Section 3.12(b4.18(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soilsowned, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned leased or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Merger Agreement (Richton International Corp), Merger Agreement (Deere & Co), Merger Agreement (FRS Capital Co LLC)
Environmental Matters. With respect to RCFC and each of its --------------------- Subsidiaries:
(ai) Except as disclosed Each of RCFC and its Subsidiaries, the Participation Facilities and, to RCFC's knowledge, the Loan Properties are, and have been, in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not hadsubstantial compliance with, and are not reasonably likely liable under, all Environmental Laws;
(ii) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to have a Company Material Adverse Effect: (i) the Company and each RCFC's knowledge, threatened, before any court, governmental agency or board or other forum against it or any of its Subsidiaries has complied or any Participation Facility (x) for alleged noncompliance (including by any predecessor) with, and is not in violation ofor liability under, any applicable Environmental Laws Law or (as defined y) relating to the presence of or release into the environment of any Hazardous Material, whether or not occurring at or on a site owned, leased or operated by it or any of its Subsidiaries or any Participation Facility;
(iii) To RCFC's knowledge, there is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or threatened before any court, governmental agency or board or other forum relating to or against any Loan Property (or RCFC or any of its Subsidiaries in Section 3.12(b)); respect of such Loan Property) (iix) relating to alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (y) relating to the presence of or release into the environment of any Hazardous Material, whether or not occurring at or on a site owned, leased or operated by a Loan Property;
(iv) To RCFC's knowledge, the properties currently owned or operated by the Company and RCFC or any of its Subsidiaries (including soilsincluding, groundwaterwithout limitation, soil, groundwater or surface waterwater on, under or adjacent to the properties, and buildings or other structuresthereon) are not contaminated with and do not otherwise contain any Hazardous Substances (Material other than as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; permitted under applicable Environmental Law;
(v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company Neither RCFC nor any of its Subsidiaries has received any notice, demand, demand letter, claim executive or administrative order, directive or request for information alleging that the Company from any federal, state, local or foreign governmental entity or any of its Subsidiaries third party indicating that it may be in violation of, or liable under or have obligations under under, any Environmental Law; ;
(viivi) neither the Company nor any of its Subsidiaries is subject to any ordersTo RCFC's knowledge, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances underground storage tanks on, in or conditions involving the Company under any properties owned or operated by RCFC or any of its Subsidiaries that could reasonably be expected to result in or any claims, liability, obligations, investigations, costs Participation Facility and no underground storage tanks have been closed or restrictions on the ownership, use removed from any properties owned or transfer of any property of the Company operated by RCFC or any of its Subsidiaries pursuant to or any Environmental Law.Participation Facility; and
(bvii) For purposes To RCFC's knowledge, during the period of this Agreement, "Environmental Law" means (l) RCFC's or any law, regulation, order, decree, permit, authorization, opinion, common law of its Subsidiaries' ownership or agency requirement operation of any jurisdiction relating to: of their respective current properties or (Am) RCFC's or any of its Subsidiaries' participation in the protectionmanagement of any Participation Facility, investigation there has been no contamination by or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of Hazardous Materials in, on, under or affecting such properties. To RCFC's knowledge, prior to the period of (x) RCFC's or any Hazardous Substance of its Subsidiaries' ownership or operation of any of their respective current properties or (Cy) noise, odor, wetlands, pollution, contamination RCFC's or any injury of its Subsidiaries' participation in the management of any Participation Facility, there was no contamination by or threat release of injury to persons Hazardous Material in, on, under or affecting such property, Participation Facility or Loan Property.
Appears in 3 contracts
Sources: Merger Agreement (Richmond County Financial Corp), Agreement and Plan of Merger (Richmond County Financial Corp), Merger Agreement (Richmond County Financial Corp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement hereof and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b3.13(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c3.13(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this AgreementAs used herein, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Merger Agreement (Millennium Pharmaceuticals Inc), Merger Agreement (Leukosite Inc), Merger Agreement (Millennium Pharmaceuticals Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Parent Reports filed prior to the date of this Agreement hereof and except for such matters whichthat, individually alone or in the aggregate, have not had, and are not reasonably likely to have a Company Parent Material Adverse Effect: (i) the Company Parent and each of its Subsidiaries has complied with, and is not are in violation of, any substantial compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries Parent (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) the properties formerly owned or operated by the Company Parent or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company Parent or any of its Subsidiaries; (iv) neither the Company Parent nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property (excluding policies written in connection with the insurance business); (v) neither no Hazardous Substance has been transported from any of the Company nor properties owned or operated by Parent or any of its Subsidiaries have released any Hazardous Substance to the environmentother than as permitted under applicable Environmental Law; (vi) neither the Company Parent nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging from any Governmental Entity or third party indicating that the Company Parent or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of Parent and its Subsidiaries is are not subject to any orderscourt order, decrees, injunctions administrative order or other arrangements with decree arising under any Governmental Entity or is Environmental Law and are not subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous SubstancesSubstances (excluding policies written in connection with the insurance business); and (viii) there are no circumstances or conditions involving the Company Parent or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries Parent pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Merger Agreement (Usf&g Corp), Merger Agreement (St Paul Companies Inc /Mn/), Merger Agreement (St Paul Companies Inc /Mn/)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date extent that the inaccuracy of this Agreement and except for any of the following (or the circumstances giving rise to such matters whichinaccuracy), individually or in the aggregate, have not had, and are would not reasonably likely be expected to have a Company Material Adverse Effect: material adverse effect on the Condition of Parent and its Subsidiaries taken as a whole (iafter taking into account any reserves therefor reflected in the audited consolidated balance sheet of Parent as of December 31, 1998) or as set forth on Schedule 3.2(g)(ii) delivered to the Company by Parent prior to the execution of this Agreement (none of which scheduled items are expected to have a material adverse effect on the Condition of the Parent and each of its Subsidiaries has complied with, taken as a whole):
(A) Parent and is not its Subsidiaries are and have been at all relevant times in violation of, any compliance with all applicable Environmental Laws and any permits, authorizations, licenses and certificates issued by any governmental regulatory authority or entity pursuant to Environmental Laws;
(as defined in Section 3.12(b)); (iiB) the properties currently owned or operated by the Company Parent and its Subsidiaries have obtained, or made timely application for, all permits required for their operations under Environmental Laws;
(including soils, groundwater, surface water, buildings or other structuresC) are not contaminated with there have been no Releases of any Hazardous Substances (as defined in Section 3.12(c)); (iii) Materials for which the properties formerly owned or operated by the Company Parent or any of its Subsidiaries were not contaminated with Hazardous Substances prior is liable or, to or during the period of ownership or operation by the Company Parent's or any of its Subsidiaries; (iv) neither ' knowledge, may be held liable, at any location, and there are no uncontrolled Hazardous Materials present in the Company nor its Subsidiaries are subject environment or, to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Parent's or any of its Subsidiaries' knowledge, imminent threatened Releases of Hazardous Materials into the environment at any of Parent's or its Subsidiaries' facilities; and
(D) neither Parent nor its Subsidiaries have received any written notice that it is or may be liable for cleanup or other costs relating to environmental matters as a result of (1) any Hazardous Materials in violation of, liable under the environment at any facility owned or have obligations under any Environmental Law; operated by Parent or its Subsidiaries or (vii2) neither the Company nor off-site disposal of Hazardous Materials generated by Parent or its Subsidiaries at any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Lawfacilities.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Merger Agreement (Gilead Sciences Inc), Merger Agreement (Nexstar Pharmaceuticals Inc), Merger Agreement (Warburg Pincus Investors Lp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat would not reasonably be expected to, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: :
(i) The Company and the Company and each of its Subsidiaries has complied withare, and is not since September 1, 2019 have been, in violation ofcompliance with all Environmental Laws, any applicable which compliance has included obtaining, maintaining and complying with all Environmental Laws (as defined in Section 3.12(b)); Permits required for the operation of the business;
(ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither Neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries Subsidiary has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with written notice from any Governmental Entity or is subject to any indemnity other Person alleging the actual or other agreement with any third party relating to potential violation of or liability under any Environmental Law or relating to Hazardous Substances; and any Environmental Permit, in each case which remains pending or unresolved;
(viiiiii) there There are no circumstances Proceedings or conditions involving Judgments pending or, to the Knowledge of the Company, threatened by a Governmental Entity or other Person against the Company or any Company Subsidiary that allege a violation of its Subsidiaries that could reasonably be expected or liability under any Environmental Law or any Environmental Permit;
(iv) Neither the Company nor any Company Subsidiary nor, to result the Knowledge of the Company, any predecessor thereof, has treated, stored, disposed of, arranged for the disposal of, transported, handled, or Released any Hazardous Material, and to the Knowledge of the Company, there are no Hazardous Materials present at, in, on or under any real property currently or formerly owned, leased or occupied by the Company or any Company Subsidiary, in each case so as to give rise to any claimsliabilities (contingent or otherwise) pursuant to Environmental Laws; and
(v) Neither the Company nor any Company Subsidiary has provided an indemnity with respect to, liabilityor otherwise assumed by Contract, obligations, investigations, costs or restrictions on the ownership, use or transfer any liability of any property other Person relating to Environmental Laws or Hazardous Materials.
(b) The Company has made available to Parent and Merger Sub all non-privileged material environmental reports, audits and assessments and all other material documents bearing on material environmental, health or safety liabilities, in each case in the possession or reasonable control of the Company or any of its Subsidiaries pursuant to any Environmental LawCompany Subsidiary.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Albertsons Companies, Inc.), Merger Agreement (Kroger Co)
Environmental Matters. (a) Except as disclosed set forth in the Company SEC Reports filed prior to the date of this Agreement Schedule 3.16 and except for such matters which, individually or in the aggregate, have which would not had, and are not reasonably likely to have a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries has complied with, and Company Subsidiary is not in violation of, any compliance with all applicable Environmental Laws (as defined below) in Section 3.12(b))effect on the date hereof; (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries Subsidiary has received any notice, demand, letter, claim or request for information alleging written communication that alleges that the Company or any of its Subsidiaries may be Company Subsidiary is not in violation of, liable under or have obligations under any compliance in all material respects with all applicable Environmental LawLaws in effect on the date hereof; (viiiii) neither all material permits and other governmental authorizations currently held by the Company nor and each Company Subsidiary pursuant to the Environmental Laws ("Environmental Permits") are in full force and effect, the Company and each Company Subsidiary is in compliance with all of the terms of such Environmental Permits and authorizations, and no other Environmental Permits or authorizations are required by the Company or any Company Subsidiary for the conduct of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substancestheir respective businesses on the date hereof; and (viiiiv) the management, handling, storage, transportation, treatment, and disposal by the Company and each Company Subsidiary of any Hazardous Materials (as defined below) has been in compliance with all applicable Environmental Laws.
(b) Except as set forth in Schedule 3.16 and except for Environmental Claims (as defined below) which would not have a Company Material Adverse Effect, there are is no circumstances Environmental Claim pending or, to the knowledge of the Company, threatened against or conditions involving the Company or any of its the Company Subsidiaries that could reasonably be expected to result in or against any claims, liability, obligations, investigations, costs person or restrictions on the ownership, use or transfer of entity whose liability for any property of Environmental Claim the Company or any of its the Company Subsidiaries pursuant to any Environmental Lawhas or may have retained or assumed either contractually or by operation of law.
(bc) For purposes of this AgreementExcept as set forth in Schedule 3.16 and except for matters which would not have a Company Material Adverse Effect, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) to the protection, investigation or restoration knowledge of the environmentCompany, human health and safetythere are no past or present actions or activities by the Company or any Company Subsidiary involving the storage, treatment, release, emission, discharge, disposal or natural resources, (B) the handling, use, presence, disposal, release or threatened release arrangement for disposal of any Hazardous Substance or (C) noiseMaterials, odor, wetlands, pollution, contamination that could reasonably form the basis of any Environmental Claim against the Company or any injury Company Subsidiary or threat against any person or entity whose liability for any Environmental Claim the Company or any Company Subsidiary may have retained or assumed either contractually or by operation of injury to persons or propertylaw.
(d) As used herein, these terms shall have the following meanings:
Appears in 3 contracts
Sources: Merger Agreement (Loral Space & Communications LTD), Merger Agreement (Loral Space & Communications LTD), Merger Agreement (Orion Network Systems Inc/New/)
Environmental Matters. (a) Except as disclosed in Section 3.13 of the Company Players Disclosure Schedule, the Players SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have as would not had, and are not be reasonably likely to have a Company Players Material Adverse Effect: (i) the Company Players and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b3.13(b)); (ii) the properties currently owned or operated by the Company Players and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c3.13(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company Players nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property any third party property; (iv) neither Players nor any of its Subsidiaries has been associated with any release or threat of release of any third partyHazardous Substance; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company Players nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Players or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (viivi) neither the Company Players nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company Players or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company Players or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Merger Agreement (Players International Inc /Nv/), Merger Agreement (Jackpot Enterprises Inc), Merger Agreement (Kornstein Don R)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually alone or in the aggregate, have not had, and are not reasonably likely expected to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties no property currently owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined Substance at levels or in Section 3.12(c))circumstances that could reasonably be expected to require investigation or remediation under Environmental Laws; (iii) the properties no property formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by and for which the Company or any of its SubsidiariesSubsidiaries could reasonably be expected to bear liability was contaminated with any Hazardous Substance during or prior to such period of ownership or operation; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released is subject to liability under Environmental Laws for any Hazardous Substance disposal or contamination on any third party property at levels or in circumstances that could reasonably be expected to the environmentrequire investigation or remediation under Environmental Laws; (viv) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements agreement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law Law; (vii) none of the properties contain any underground storage tanks, asbestos-containing material, lead containing paint, or relating polychlorinated biphenyls which could reasonably be expected to Hazardous Substancesrequire abatement or result in liability pursuant to any Environmental Law; and (viii) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aix) the protectionCompany has made available to Parent copies of all environmental reports, investigation studies, assessments and audits in its possession relating to Company or restoration of the environment, human health its Subsidiaries or their respective current and safety, former properties or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyoperations in its possession at its corporate headquarters.
Appears in 3 contracts
Sources: Merger Agreement (Banta Corp), Merger Agreement (Banta Corp), Merger Agreement (RR Donnelley & Sons Co)
Environmental Matters. (ai) Except as described in or referred to in the reports and other documents listed in §3(s) of the Disclosure Schedule or as otherwise disclosed in §3(s) of the Disclosure Schedule, each of the Company SEC Reports filed prior and its Subsidiaries is in material compliance with all applicable Environmental Laws. The Company and its Subsidiaries have obtained, and are in material compliance with, all material permits and authorizations required under applicable Environmental Laws.
(ii) Except as described in or referred to in the date reports and other documents listed in §3(s) of this Agreement the Disclosure Schedule or as otherwise disclosed in §3(s) of the Disclosure Schedule, and except for such matters whichreleases as occur pursuant to environmental permits or as otherwise authorized by Environmental Laws, to the Knowledge of the Company: (A) there are and have been no material releases or threatened releases of Hazardous Substances at, on, or into any real property currently owned or leased by the Company or its Subsidiaries, and (B) there are and have been no material releases or threatened releases of Hazardous Substances at, on, or into any real property formerly owned or leased, by the Company or its Subsidiaries that could, in either (A) or (B), be reasonably expected to result in liability, expense or obligation of the Company or its Subsidiaries of $5.0 million or more, individually or in the aggregate, have not hadunder any Environmental Law.
(iii) Except as described in or referred to in the reports and other documents listed in §3(s) of the Disclosure Schedule or as otherwise disclosed in §3(s) of the Disclosure Schedule, and are not reasonably likely to have a Company Material Adverse Effect: (i) none of the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior is a party, whether as a direct signatory or as successor, assign or, to or during the period Knowledge of ownership or operation by the Company, otherwise bound, to any agreement under which the Company or its Subsidiaries is obligated by any representation, warranty, indemnification, covenant, restriction or other undertaking concerning compliance with Environmental Laws that could be reasonably expected to result in material liability, expense or obligation of the Company or its Subsidiaries; .
(iv) neither Except as described in or referred to in the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal reports and other documents listed in §3(s) of the Disclosure Schedule or contamination on as otherwise disclosed in §3(s) of the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) Disclosure Schedule, neither the Company nor any of its Subsidiaries has received from any noticegovernmental authority or other party any written notice of violation or alleged violation of, demandnon-compliance with, letterliability or potential liability under Environmental Laws, claim other than notices in respect of violations, non-compliance or request liability that would not be reasonably expected to have a Material Adverse Effect.
(v) The Company and its Subsidiaries have not owned or operated at any property or facility except those set forth or referenced on §3(s) of the Disclosure Schedule; provided, that the Company makes no representation or warranty under this clause (v) with regard to any property or facility prior to its acquisition by the Company or its Subsidiaries or with respect to any property or facility owned by a Subsidiary prior to the acquisition of such Subsidiary by the Company or its Subsidiaries.
(vi) Except as described in or referred to in the reports and other documents listed in §3(s) of the Disclosure Schedule or as otherwise disclosed in §3(s) of the Disclosure Schedule, no judicial proceeding or governmental or administrative action is pending or, to the Knowledge of the Company, threatened, under any Environmental Law pursuant to which the Company or any of its Subsidiaries is or is reasonably expected to be named as a party and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect.
(vii) Except as described in or referred to in the reports and other documents listed in §3(s) of the Disclosure Schedule or as otherwise disclosed in §3(s) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has entered into any agreement with any party or is subject to any order or decree from any governmental authority pursuant to which the Company or any of its Subsidiaries has assumed responsibility for information alleging the remediation of any condition resulting from the release, treatment, storage or disposal of Hazardous Substances, except for any such agreements, orders or decree that has been fully satisfied, discharged, or otherwise terminated and no longer poses a material threat of liability, expense or obligation to the Company and its Subsidiaries or the performance of which would not be reasonably expected to result in a Material Adverse Effect.
(viii) The Company has provided or made available to Buyer or its representatives copies of all (i) material notices, demands, claims or actions against the Company or the Subsidiaries pursuant to any Environmental Law and (ii) material reports and documentation, in each case issued in the past three years and within the Company’s or any of its Subsidiaries possession, related to all material investigations, audits or assessments of environmental conditions at any property or facility that the Company or any of its Subsidiaries may be in violation of, liable under owns or have obligations under any Environmental Law; (vii) neither operates or the Company nor Company’s or any of its Subsidiaries is subject Subsidiaries’ compliance with Environmental Law.
(ix) Except as described in or referred to any ordersin the reports and other documents listed in §3(s) of the Disclosure Schedule or as otherwise disclosed in §3(s) of the Disclosure Schedule, decreesto the Knowledge of the Company, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving Asbestos-Containing Materials contained in the Company’s products. There is no pending or, to the Company’s Knowledge, threatened claim against the Company or any of its Subsidiaries that could reasonably be expected involving, relating to, or arising out of Asbestos or any Asbestos-Containing Material or the exposure to result in any claims, liability, obligations, investigations, costs or restrictions on release thereof.
(x) This §3(s) contains the ownership, use or transfer of any property sole and exclusive representations and warranties of the Company or any of its Subsidiaries pursuant and the Sellers with respect to any environmental matters (with respect to the Company and its Subsidiaries), including, without limitation, any arising under any Environmental LawRequirements or relating to Hazardous Substances.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Polypore International, Inc.), Stock Purchase Agreement (Polypore International, Inc.), Stock Purchase Agreement (Daramic, LLC)
Environmental Matters. (a) Except as specifically disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichSchedule 5.14 attached hereto, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company properties and operations of such Credit Party and each of its Subsidiaries has complied with, and is not comply in violation of, any all material respects with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) none of the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings operations of such Credit Party or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any ordersjudicial or administrative proceeding alleging the violation of any Environmental Law; (iii) none of the properties or operations of such Credit Party or any of its Subsidiaries is the subject of any federal or state investigation concerning any use or release of any Hazardous Substance; (iv) neither such Credit Party nor any of its Subsidiaries, decreesnor, injunctions to the best knowledge of such Credit Party, any predecessor of such Credit Party or any of its Subsidiaries, has filed any notice under any federal or state law indicating past or present treatment, storage or disposal of a Hazardous Substance or reporting a spill or release of a Hazardous Substance into the environment; (v) neither such Credit Party nor any of its Subsidiaries has any contingent liability in connection with any release of any Hazardous Substance into the environment and no such release which could, under applicable law, require remediation has occurred; (vi) neither such Credit Party's nor any of its Subsidiaries' operations involve the generation, transportation, treatment, storage or disposal of Hazardous Substances, except for the generation of Hazardous Substances in the ordinary course of business, and except for such activities carried out through licensed independent contractors; (vii) neither such Credit Party nor any of its Subsidiaries has disposed of any Hazardous Substance in, on or about any premises owned, leased or used by such Credit Party or any of its Subsidiaries and, to the best of the knowledge of such Credit Party, neither has any lessee, prior owner, or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous SubstancesPerson; and (viii) there no surface impoundments or, to the best of such Credit Party, underground storage tanks are no circumstances located in, on or conditions involving about any of the Company premises owned, leased or used by such Credit Party or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental LawSubsidiaries.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Credit Agreement (Gentle Dental Service Corp), Credit Agreement (Gentle Dental Service Corp), Credit Agreement (Gentle Dental Service Corp)
Environmental Matters. (a) Except as disclosed set forth in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichFilings, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the assets, properties, businesses and operations of the Company and each of its Subsidiaries has complied with, subsidiaries are and is not have been in violation of, any compliance with applicable Environmental Laws (as defined in Section 3.12(bbelow), except for such non-compliance which has not had and will not have a Material Adverse Effect with respect to the Company); (ii) the properties Company and its subsidiaries have obtained and, as currently owned or operated by operating, are in compliance with all Company Permits necessary under any Environmental Law for the conduct of the business and operations of the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are subsidiaries in the manner now conducted except for such non-compliance which has not contaminated had and will not have a Material Adverse Effect with any Hazardous Substances (as defined in Section 3.12(c))respect to the Company; (iii) all Hazardous Substances generated at or in connection with the real properties formerly owned and operation of the Company have been transported and otherwise handled, treated and disposed of in compliance with all applicable Environmental Laws and in a manner that does not result in liability under Environmental Laws, except for noncompliance or operated liability which has not had and will not have a Material Adverse Effect with respect to the Company, (iv) no Hazardous Substances have been disposed of or otherwise released, handled or stored by the Company on the real properties on which the Company's business is conducted or any elsewhere in violation of its Subsidiaries were not contaminated applicable Environmental Laws or in a manner that would result in liability under applicable Environmental Laws which will have a Material Adverse Effect with Hazardous Substances prior respect to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; and (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company subsidiaries nor any of its Subsidiaries their respective assets, properties, businesses or operations has received or is subject to any outstanding order, decree, judgment, complaint, agreement, claim, citation, notice, demandor to the knowledge of the Company, letterany investigation, claim inquiry or request for information alleging proceeding indicating that the Company or any of its Subsidiaries subsidiaries is or may be in (a) liable for a violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating (b) liable for any Environmental Liabilities and Costs (including, without limitation, any such Environmental Liabilities or Costs incurred in connection with being designated as a "potentially responsible party" pursuant to Hazardous Substances; the Comprehensive Environmental Response, Compensation and (viii) there are no circumstances or conditions involving the Company Liability Act or any of its Subsidiaries that could reasonably be expected to result in analogous state law (any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property such designation of the Company being set forth on Schedule 4.19)), where such liabilities, individually or any of its Subsidiaries pursuant in the aggregate, will have a Material Adverse Effect with respect to any Environmental Lawthe Company.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of terms below shall have the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.following meanings:
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Sun Healthcare Group Inc), Merger Agreement (Sun Healthcare Group Inc), Merger Agreement (Regency Health Services Inc)
Environmental Matters. Except as set forth on Schedule 5.1(n), (a) Except as disclosed the BSS Business has been conducted, since the Applicable Date, in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichcompliance in all material respects with all applicable Environmental Laws, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (ib) the Company and each neither EchoStar nor any of its Subsidiaries has complied withis conducting or is required to conduct any investigation, and is not in violation of, remediation or other action pursuant to the requirements of any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently Law at any Transferred Site contaminated with any Hazardous Substance or property formerly owned or operated by the Company and EchoStar or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structuresstructures at such properties) are not contaminated with any Hazardous Substances Substance, (as defined in Section 3.12(c)); (iiic) the properties formerly owned or operated by the Company or neither EchoStar nor any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is subject to liability remedial action Liability under applicable Environmental Law for any Hazardous Substance disposal or contamination on the property of any third party; party property that received Hazardous Substances, (vd) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company EchoStar nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company EchoStar or any of its Subsidiaries may be is in violation of, liable under of or have obligations subject to liability under any Environmental Law; , (viie) neither the Company EchoStar nor any of its Subsidiaries is subject to any orderswritten order, decrees, injunctions decree or other arrangements injunction with any Governmental Entity or is subject Authority relating to any indemnity or other agreement with any third party relating to liability under any Environmental Law Liability or relating to Hazardous Substances; , in each case of clauses (a) through (e), to the extent primarily relating to the operation of the BSS Business or the ownership of the Transferred Assets and (viiif) to the knowledge of the EchoStar Parties there are no other circumstances or conditions involving the Company BSS Business or any the ownership of its Subsidiaries the Transferred Assets that could would reasonably be expected to result in any claimsmaterial claim, liabilityLiability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Master Transaction Agreement (Hughes Satellite Systems Corp), Master Transaction Agreement (EchoStar CORP), Master Transaction Agreement (DISH Network CORP)
Environmental Matters. Except as set forth on Schedule 3.1(n), (a) Except as disclosed the ET Business and the EB Business have each been conducted, ***, in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichcompliance in all material respects with all applicable Environmental Laws, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (ib) the Company and each neither EchoStar nor any of its Subsidiaries has complied withis conducting or is required to conduct any investigation, and is not in violation of, remediation or other action pursuant to the requirements of any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently Law at any Transferred Site contaminated with any Hazardous Substance or property formerly owned or operated by the Company and EchoStar or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structuresstructures at such properties) are not contaminated with any Hazardous Substances Substance, (as defined in Section 3.12(c)); (iiic) the properties formerly owned or operated by the Company or neither EchoStar nor any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is subject to liability remedial action Liability under applicable Environmental Law for any Hazardous Substance disposal or contamination on the property of any third party; party property that received Hazardous Substances, (vd) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company EchoStar nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company EchoStar or any of its Subsidiaries may be is in violation of, liable under of or have obligations subject to liability under any Environmental Law; , (viie) neither the Company EchoStar nor any of its Subsidiaries is subject to any orderswritten order, decrees, injunctions decree or other arrangements injunction with any Governmental Entity or is subject Authority relating to any indemnity or other agreement with any third party relating to liability under any Environmental Law Liability or relating to Hazardous Substances; , in each case of clauses (a) through (e), to the extent primarily relating to the operation of the EB Business or the ET Business or the ownership of the EB Transferred Assets or the ET Transferred Assets and (viiif) *** there are no other circumstances or conditions involving the Company EB Business, the ET Business or any the ownership of its Subsidiaries the EB Transferred Assets or the ET Transferred Assets that could would reasonably be expected to result in any claimsmaterial claim, liabilityLiability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Share Exchange Agreement, Share Exchange Agreement (EchoStar CORP), Share Exchange Agreement (DISH Network CORP)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement Disclosure Letter, and except for such matters whichthat, individually alone or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse EffectEffect on it: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)below); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)below); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiariesit; (iv) neither the Company nor its Subsidiaries are is not subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor has not been associated with any release or threat of its Subsidiaries have released release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries has not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries it may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Merger Agreement (Specialty Teleconstructors Inc), Merger Agreement (Specialty Teleconstructors Inc), Merger Agreement (Carpenter Tommie R)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichas, individually or in the aggregate, have not had, and are could not reasonably likely be expected to have a Company Material Adverse Effect: :
(ia) the Company facilities and each properties owned, leased or operated by any Covenant Party (the “Properties”) do not contain any Materials of its Subsidiaries Environmental Concern in amounts or concentrations or under circumstances that constitute a violation of, or could reasonably be expected to give rise to liability under, any applicable Environmental Law;
(b) no Covenant Party has complied withreceived any written notice of any violation, and alleged violation, non-compliance, liability or potential liability relating to any Environmental Laws, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is not being threatened;
(c) no Covenant Party has transported or disposed of from the Properties Materials of Environmental Concern in violation of, any applicable Environmental Laws (as defined or in Section 3.12(b)); (ii) the properties currently owned a manner or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries a location that could reasonably be expected to result in any claimsgive rise to liability under, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law., nor has any Covenant Party generated, treated, stored, handled or used at, on or under any of the Properties Materials of Environmental Concern in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law;
(bd) For purposes no judicial proceeding or governmental or administrative action is pending or, to the knowledge of this Agreementthe Borrower, "threatened under or based on any Environmental Law" means , to which any law, regulation, order, decree, permit, authorization, opinion, common law Covenant Party is or agency requirement to the knowledge of any jurisdiction relating to: Covenant Party will be named as a party, nor is any Covenant Party a party or subject to any decrees, orders, judgments or agreements which impose any obligations or liability under any Environmental Law;
(Ae) there has been no Release or to the knowledge of the Borrower threat of Release of Materials of Environmental Concern at, on, under or from the Properties arising from or related to the operations of any Covenant Party, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws;
(f) the protectionProperties and all operations at the Properties and of each Covenant Party are in compliance, investigation or restoration and for the past three (3) years have been in compliance, with all applicable Environmental Laws;
(g) this Section 4.17 contains the sole and exclusive representations and warranties of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury Borrower with respect to persons or propertymatters arising under Environmental Law.
Appears in 3 contracts
Sources: Credit Agreement (Radiation Therapy Services Holdings, Inc.), Credit Agreement (Radiation Therapy Services Holdings, Inc.), Credit Agreement (Radiation Therapy Services Holdings, Inc.)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) Each of MCBF and its Subsidiaries, the Company and each Participation Facilities, and, to the knowledge of its Subsidiaries has complied withMCBF, the Loan Properties are, and is not have been, in violation of, any applicable substantial compliance with all Environmental Laws (as defined in Section 3.12(b)); Laws.
(ii) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to the properties currently owned knowledge of MCBF, threatened, before any court, governmental agency or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings board or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company forum against MCBF or any of its Subsidiaries were or any Participation Facility (A) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (B) relating to the presence of or release into the environment of any Hazardous Material, whether or not contaminated with Hazardous Substances prior to occurring at or during the period of ownership on a site owned, leased or operation operated by the Company MCBF or any of its Subsidiaries; Subsidiaries or any Participation Facility.
(iviii) neither To the Company nor its Subsidiaries are subject knowledge of MCBF, there is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or threatened before any court, governmental agency or board or other forum relating to liability for or against any Hazardous Substance disposal Loan Property (or contamination on the property of any third party; (v) neither the Company nor MCBF or any of its Subsidiaries have released in respect of such Loan Property) (A) relating to alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (B) relating to the presence of or release into the environment of any Hazardous Substance to the environment; Material, whether or not occurring at a Loan Property.
(viiv) neither the Company Neither MCBF nor any of its Subsidiaries has received any notice, demand, demand letter, claim executive or administrative order, directive or request for information alleging that the Company from any Governmental Entity or any of its Subsidiaries third party indicating that it may be in violation of, or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any ordersunder, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(bv) For purposes There are no underground storage tanks at any properties owned or operated by MCBF or any of this Agreement, "Environmental Law" means its Subsidiaries or any law, regulation, order, decree, permit, authorization, opinion, common law Participation Facility and no underground storage tanks have been closed or agency requirement removed from any properties owned or operated by MCBF or any of its Subsidiaries or any jurisdiction relating to: Participation Facility.
(vi) During the period of (A) the protection, investigation MCBF’s or restoration its Subsidiary’s ownership or operation of the environment, human health and safety, any of their respective current properties or natural resources, (B) MCBF’s or its Subsidiary’s participation in the handlingmanagement of any Participation Facility, use, presence, disposal, release or threatened there has been no release of Hazardous Materials in, on, under or affecting such properties. To the knowledge of MCBF, prior to the period of (A) MCBF’s or its Subsidiary’s ownership or operation of any Hazardous Substance of their respective current properties or (CB) noiseMCBF’s or its Subsidiary’s participation in the management of any Participation Facility, odorthere was no contamination by or release of Hazardous Material in, wetlandson, pollution, contamination under or any injury or threat of injury to persons or propertyaffecting such properties.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (MSB Financial Inc), Agreement and Plan of Merger (Monarch Community Bancorp Inc), Merger Agreement (Monarch Community Bancorp Inc)
Environmental Matters. (a) Except as disclosed in the STI Reports delivered to the Company SEC Reports filed prior to the date of this Agreement hereof or the STI Disclosure Letter, and except for such matters whichthat, individually alone or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse EffectEffect on STI: (i) the Company and each of STI and its Subsidiaries has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and STI or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) the properties formerly owned or operated by the Company STI or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company it or any of its Subsidiaries; (iv) neither the Company STI nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company STI nor any Subsidiary has been associated with any release or threat of its Subsidiaries have released release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company STI nor any of its Subsidiaries Subsidiary has received any notice, demand, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company STI nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company STI or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Merger Agreement (Specialty Teleconstructors Inc), Merger Agreement (Specialty Teleconstructors Inc), Merger Agreement (Carpenter Tommie R)
Environmental Matters. (a) The Company does not currently own, and has not previously owned, any real property. Except as disclosed in the Company SEC Reports filed prior to the date hereof or on Section 4.12 of this Agreement the Company Disclosure Schedule, and except for such matters whichthat, individually alone or in the aggregate, have would not had, and are not reasonably likely to have a Company Material Adverse Effect: (ia) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b9.12(b)); (iib) the properties currently owned leased or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are were not contaminated with any Hazardous Substances (as defined in Section 3.12(c9.12(b))) by the Company, or, to the knowledge of the Responsible Executive Officers of the Company, by any third party, and, to the knowledge of the Responsible Executive Officers of the Company, do not contain wetlands, dumps, filled in land, PCBs, asbestos or underground storage tanks; (iiic) to the knowledge of the Responsible Executive Officers of the Company, the properties formerly owned leased or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior by the Company or, to or the knowledge of the Responsible Executive Officers of the Company, by any third party, during the period of ownership lease or operation by the Company or any of its Subsidiaries; (ivd) neither the Company nor its Subsidiaries are any Subsidiary is subject to liability for any Hazardous Substance disposal or contamination as directed by the Company or its Subsidiary on the property of any third partyparty property; (ve) neither no Hazardous Substance has been transported by the Company nor or, to the knowledge of the Responsible Executive Officers of the Company, by any third party from any of the properties leased or operated by the Company or any of its Subsidiaries have released any Hazardous Substance to the environmentother than as permitted under applicable Environmental Law; (vif) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging from any Governmental Entity or third party indicating that the Company or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (viig) neither the Company nor any of and its Subsidiaries is are not subject to any orderscourt order, decrees, injunctions administrative order or other arrangements with decree arising under any Governmental Entity or is Environmental Law and are not subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiih) to the knowledge of the Responsible Executive Officers of the Company there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any material claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Merger Agreement (Informax Inc), Merger Agreement (Invitrogen Corp), Merger Agreement (Invitrogen Corp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) Each of CNB Financial and its Subsidiaries, the Company and each Participation Facilities, and, to the knowledge of its Subsidiaries has complied withCNB Financial, the Loan Properties are, and is not have been, in violation of, any applicable substantial compliance with all Environmental Laws (as defined in Section 3.12(b)); Laws.
(ii) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to the properties currently owned knowledge of CNB Financial, threatened, before any court, governmental agency or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings board or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company forum against CNB Financial or any of its Subsidiaries were or any Participation Facility (A) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (B) relating to the presence of or release into the environment of any Hazardous Material, whether or not contaminated with Hazardous Substances prior to occurring at or during the period of ownership on a site owned, leased or operation operated by the Company CNB Financial or any of its Subsidiaries; Subsidiaries or any Participation Facility.
(iviii) neither To the Company nor its Subsidiaries are subject knowledge of CNB Financial, there is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or threatened before any court, governmental agency or board or other forum relating to liability for or against any Hazardous Substance disposal Loan Property (or contamination on the property of any third party; (v) neither the Company nor CNB Financial or any of its Subsidiaries have released in respect of such Loan Property) (A) relating to alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (B) relating to the presence of or release into the environment of any Hazardous Substance to the environment; Material, whether or not occurring at a Loan Property.
(viiv) neither the Company Neither CNB Financial nor any of its Subsidiaries has received any notice, demand, demand letter, claim executive or administrative order, directive or request for information alleging that the Company from any Governmental Entity or any of its Subsidiaries third party indicating that it may be in violation of, or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any ordersunder, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(bv) For purposes There are no underground storage tanks at any properties owned or operated by CNB Financial or any of this Agreementits Subsidiaries or any Participation Facility. Neither CNB Financial nor any of its Subsidiaries nor, "Environmental Law" means to the knowledge of CNB Financial, any lawother person or entity, regulation, order, decree, permit, authorization, opinion, common law has closed or agency requirement removed any underground storage tanks from any properties owned or operated by CNB Financial or any of its Subsidiaries or any jurisdiction relating to: Participation Facility.
(vi) During the period of (A) the protection, investigation CNB Financial’s or restoration its Subsidiary’s ownership or operation of the environment, human health and safety, any of their respective current properties or natural resources, (B) CNB Financial’s or its Subsidiary’s participation in the handlingmanagement of any Participation Facility, use, presence, disposal, release or threatened there has been no release of Hazardous Materials in, on, under or affecting such properties. To the knowledge of CNB Financial, prior to the period of (A) CNB Financial’s or its Subsidiary’s ownership or operation of any Hazardous Substance of their respective current properties or (CB) noiseCNB Financial’s or its Subsidiary’s participation in the management of any Participation Facility, odorthere was no contamination by or release of Hazardous Material in, wetlandson, pollution, contamination under or any injury or threat of injury to persons or propertyaffecting such properties.
Appears in 3 contracts
Sources: Merger Agreement (United Financial Bancorp, Inc.), Merger Agreement (Berkshire Hills Bancorp Inc), Merger Agreement (CNB Financial Corp.)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement hereof and except for such matters whichthat, individually alone or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: ; (i) the Company and each of its Subsidiaries has complied are in compliance with, and is not to the knowledge of the executive officers of the Company have at all times been in violation ofcompliance with, any all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries are not responsible or liable for the release or threatened release of any Regulated Substance into the environment (including soilsindoor and outdoor air, groundwatersoil, subsurface strata, surface water, buildings water or other structuresgroundwater) are not contaminated with at any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties property currently or formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Subsidiaries, where such release may reasonably be expected to give rise to claims, costs or requirements under applicable Environmental Laws for the investigation, removal, or remediation of such Regulated Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries, or claims for personal injury or property damage; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (viiii) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be are in violation ofof any applicable Environmental Law, liable under or have obligations are subject to liability under any Environmental LawLaw for the release or threatened release of, or exposure to, any Regulated Substance at, or for the investigation, removal or remediation of any Regulated Substance at, any property currently or formerly owned or operated by the Company or its Subsidiaries or at any facility owned or operated by a third party; (viiiv) to the knowledge of the executive officers of the Company, neither the Company nor any of its Subsidiaries are liable under any Environmental Law for the release or threatened release of any Regulated Substance at any property currently or formerly owned or operated by the Company or any of its Subsidiaries or at any facility owned or operated by a third party; (v) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction, consent order or other arrangements agreement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law Law; (vi) neither the Company nor any of its Subsidiaries has entered into any agreement with a third party under which the Company or any of its Subsidiaries is obligated to indemnify such third party for liabilities arising under applicable Environmental Laws or relating to Hazardous the investigation, removal or remediation of Regulated Substances; (vii) to the knowledge of the executive officers of the Company, none of the properties currently owned or leased by the Company or any of its Subsidiaries contains any underground storage tanks or friable asbestos-containing materials requiring abatement, and none of such properties contain any equipment containing polychlorinated biphenyls for which the Company or any of its Subsidiaries are responsible; (viii) to the knowledge of the executive officers of the Company, there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of currently owned or lease by the Company or any of its Subsidiaries pursuant to any Environmental Law.
; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aix) the protectionCompany has delivered to Parent copies of all environmental reports, investigation studies, assessments, sampling data, permits and other governmental approvals in its possession relating to environmental conditions at the properties currently or restoration formerly owned or leased by the Company or any of its Subsidiaries, or to the compliance of the environment, human health operations of the Company and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyits Subsidiaries with applicable Environmental Laws.
Appears in 3 contracts
Sources: Merger Agreement (CSC Holdings Inc), Merger Agreement (Clearview Cinema Group Inc), Merger Agreement (Clearview Cinema Group Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and set forth on Schedule 3.17 or except for such matters whichas could not, individually or in the aggregate, have not had, and are not reasonably likely be expected to have result in a Company Material Adverse Effect: :
(i) The facilities and properties owned or currently leased or operated by a Company (the Company and each of its Subsidiaries has complied “Properties”) are in compliance with, and is not in violation ofthe Companies have no liability under, any applicable Environmental Laws (as defined in Section 3.12(b)); Law;
(ii) The Companies have obtained all Environmental Permits required for the properties currently owned or operated by conduct of their businesses and the Company operation of their Properties under Environmental Law and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) all such Environmental Permits are not contaminated with any Hazardous Substances (as defined valid and in Section 3.12(c)); good standing;
(iii) the properties formerly owned There has been no Release or operated by the Company threatened Release of Hazardous Material on, at, under or from any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period Properties of ownership or operation by the a Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property liability of the Company Companies under any applicable Environmental Law;
(iv) There is no Environmental Claim pending or, to the knowledge of the Companies, threatened in writing against the Companies, or relating to any of its Subsidiaries their Properties;
(v) No person with an indemnity or contribution obligation to the Companies relating to compliance with or liability under Environmental Law is in default with respect to such obligation;
(vi) No Company is obligated to perform any action or otherwise incur any material expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company is conducting or financing any Response pursuant to any Environmental LawLaw with respect to any Property of such Company;
(vii) No Property of the Companies and, to the knowledge of the Companies, no property formerly owned, operated or leased by the Companies or any of their predecessors in interest is (A) listed or formally proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (B) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (C) included on any similar list maintained by any Governmental Authority including any such list relating to releases of petroleum; and
(viii) No Environmental Lien has been recorded or, to the knowledge of any Company, threatened under any Environmental Law with respect to any Properties of the Companies.
(b) For purposes of The representations and warranties contained in this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) Section 3.17 are the protection, investigation or restoration sole and exclusive representations and warranties of the environment, human health Companies with respect to Environmental Laws and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyMaterials.
Appears in 3 contracts
Sources: Credit Agreement (Loar Holdings Inc.), Credit Agreement (Loar Holdings Inc.), Credit Agreement (Loar Holdings, LLC)
Environmental Matters. (a) Except as disclosed in the Company SEC Parent Reports filed prior to the date of this Agreement hereof and except for such matters whichthat are not, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent, materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement: (i) the Company Parent and each of its Subsidiaries has have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties no property currently owned or operated by the Company and Parent or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance which could reasonably be expected to require remediation pursuant to any Environmental Law; (iii) the properties no property formerly owned or operated by the Company Parent or any of its Subsidiaries were not was contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership or operation by the Company or which contamination could reasonably be expected to require remediation pursuant to any of its SubsidiariesEnvironmental Law; (iv) neither the Company Parent nor any of its Subsidiaries are subject to liability is liable for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company Parent nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Parent or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (vii) neither the Company Parent nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions or other arrangements with any Governmental Entity or is subject to any injunction indemnity or other agreement with any Governmental Entity or third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no other circumstances or conditions involving the Company Parent or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law; and (ix) Parent has made available to the Company copies of all material environmental reports, studies, assessments, sampling data and other environmental documents in its possession relating to Parent or its Subsidiaries or their respective current and former properties or operations.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Merger Agreement (Wallace Computer Services Inc), Merger Agreement (Moore Corporation LTD), Merger Agreement (Moore Corporation LTD)
Environmental Matters. (a) Except as disclosed in Section 3.13(a) of the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse EffectLady Luck Disclosure Schedule: (i) the Company Lady Luck and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b3.13(b)); (ii) the properties currently owned owned, leased or operated by the Company Lady Luck and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c3.13(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company Lady Luck nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property any third party property; (iv) neither Lady Luck nor any of its Subsidiaries has been associated with any release or threat of release of any third partyHazardous Substance; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company Lady Luck nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Lady Luck or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (viivi) neither the Company Lady Luck nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company Lady Luck or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company Lady Luck or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance Substance, or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 3 contracts
Sources: Merger Agreement (Isle of Capri Casinos Inc), Merger Agreement (Lady Luck Gaming Corp), Merger Agreement (Isle of Capri Casinos Inc)
Environmental Matters. (a) Except as disclosed in the Company SkillSoft SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have have, a Company SkillSoft Material Adverse Effect: :
(i) the Company SkillSoft and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)); Laws;
(ii) the properties currently owned owned, leased or operated by the Company SkillSoft and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); Substances;
(iii) the properties formerly owned owned, leased or operated by the Company SkillSoft or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership ownership, use or operation by the Company SkillSoft or any of its Subsidiaries; ;
(iv) neither the Company SkillSoft nor any of its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; ;
(v) neither the Company SkillSoft nor any of its Subsidiaries have released any Hazardous Substance to into the environment; ;
(vi) neither the Company SkillSoft nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company SkillSoft or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; ;
(vii) neither the Company SkillSoft nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and and
(viii) there are no circumstances or conditions involving the Company or SkillSoft, any of its Subsidiaries or any of their respective properties that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company SkillSoft or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, the term "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, storage, treatment, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (Smartforce Public LTD Co), Merger Agreement (Skillsoft Corp)
Environmental Matters. (a) Stockholder has made available to Buyer all ---------------------- environmental assessments and reports relating to environmental conditions with respect to the real property owned or leased by the Companies, which are in the possession of Stockholder, the Company, or its Subsidiaries. Except as disclosed in set forth on Schedule 4.13 of the Company SEC Reports filed prior to the date of this Agreement Pacific Disclosure Letter and except for such matters which-------------- that, individually or in the aggregate, have would not had, and are not reasonably likely to have a Company Material Adverse Effect: Effect on the Company, (i) the Company and each of its Subsidiaries has complied withhave no liability under, have never violated, and is not have been and are in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings buildings, or other structures) are do not contaminated with contain and have not previously contained any Hazardous Substances Materials, in any amount or concentration (as defined x) that could reasonably be expected to threaten human health or welfare, (y) that exceeds any applicable standard promulgated, enacted, or issued by any Governmental Entity, or (z) that could reasonably be expected to result in Section 3.12(c))any liability under the Environmental Laws; (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were (including soils, groundwater, surface water, buildings, or other structures) did not contaminated with contain any Hazardous Substances prior to or Materials at any time during the period of ownership or operation by the Company or any of its SubsidiariesSubsidiaries in any amount or concentration (x) that could reasonably be expected to threaten human health or welfare, (y) that exceeds any applicable standard promulgated, enacted or issued by any Governmental Entity, or (z) that could reasonably be expected to result in any liability under the Environmental Laws; (iv) neither the Company nor any of its Subsidiaries are subject has disposed or arranged to liability for dispose of any Hazardous Substance disposal or contamination Materials on the property of any third partyparty property which could reasonably be expected to result in any liability under the Environmental Laws; (v) neither the Company nor any of its Subsidiaries have released has Released any Hazardous Substance Materials at any property owned or operated by any of them at any time that could reasonably be expected to result in any liability under the environmentEnvironmental Laws; (vi) neither the Company nor any of its Subsidiaries has received any noticenotices, demanddemand letters, lettercomplaints, claim claims or request requests for information alleging from any Governmental Entity or any third party indicating that the Company or any of its Subsidiaries may be in violation of, or liable under or have obligations under under, any Environmental Law; (vii) neither none of the Company nor any of Company, its Subsidiaries is or their respective properties are subject to any orders, decrees, injunctions order or other arrangements with decree of any Governmental Entity or any agreement with any Government Entity arising under any Environmental Law, or is subject a party to any indemnity or other agreement with any third party relating which could reasonably be expected to result in any liability under any Environmental Law or relating to Hazardous SubstancesLaw; and (viii) there are no circumstances circumstances, conditions, or conditions activities involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs liability under any Environmental Law or restrictions in any restriction pursuant to any Environmental Law on the ownership, use use, or transfer of any property now owned by the Company or any of its Subsidiaries; (ix) none of the properties now owned by the Company or any of its Subsidiaries pursuant contains any underground storage tank, asbestos-containing material, lead-based products (including paint), or polychlorinated biphenyls; and (x) the properties currently owned or operated by the Company or any of its Subsidiaries are not subject to any Environmental Law.
(b) liens imposed by any Governmental Entity in connection with the presence on or off such property of any Hazardous Materials. For the purposes of this Agreement, "Environmental LawLaws" means the Comprehensive Environmental ------------------- Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., the Emergency -- ---- Planning and Community Right-to-Know Act of 1986, 42 U.S.C. 11001 et seq., the -- ---- Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., the Toxic -- ---- Substances Control Act, 15 U.S.C. 2601 et seq., the Federal Insecticide, -- ---- Fungicide, and Rodenticide Act, 7 U.S.C. 136 et seq., the Clean Air Act, 42 -- ---- U.S.C. 7401 et seq., the Clean Water Act (Federal Water Pollution Control Act), -- ---- 33 U.S.C. 1251 et seq., the Safe Drinking Water Act, 42 U.S.C. 300f et seq., the -- ---- -- ---- Occupational Safety and Health Act, 29 U.S.C. 641 et seq., the Hazardous -- ---- Materials Transportation Act, 49 U.S.C. 1801 et seq., as any of the above -- ---- statutes have been or may be amended from time to time, all rules and regulations promulgated pursuant to any of the above statutes, and any other foreign, federal, state or local law, regulationstatute, ordinance, permit, order, decree, permitrule or regulation or other directive related to or governing Environmental Matters as the same have been or may be amended from time to time, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.including any
Appears in 2 contracts
Sources: Stock Purchase Agreement (Pacific Usa Holdings Corp), Stock Purchase Agreement (Technical Olympic Usa Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: Effect on Global, or would not otherwise require disclosure pursuant to the Securities Act, (i) the Company and each of Global and its Subsidiaries has complied with, and is not in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b)below); (ii) the properties currently owned or operated by the Company and it or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)below); (iii) Hazardous Substances were not present, disposed, released or otherwise deposited on, under, at or from the properties formerly owned or operated by the Company it or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company it or any of its Subsidiaries; (iv) neither the Company it nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company it nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company it nor any of its Subsidiaries has received any notice, demand, threat, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); (vii) neither the Company it nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental or Regulatory Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company it or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (U S West Inc /De/), Merger Agreement (Global Crossing LTD)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have would not had, and are not reasonably likely to have a Company Material Adverse Effect: , (ia) none of the Company and each of its Subsidiaries or any Subsidiary has complied withreceived any written notice, and claim or demand to the effect that it has violated or is not in violation of, of any applicable Environmental Laws (as defined in Section 3.12(b))Law; (iib) none of the properties currently owned or operated by or, to the Company and its Subsidiaries (including soilsknowledge of the Company, groundwaterformerly owned, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned leased or operated by the Company or any of its Subsidiaries were not Subsidiary (including soils and surface and ground waters) are contaminated with any Hazardous Substances prior to or during Substance arising out of the period operations of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could Subsidiary which would reasonably be expected to result in the imposition of any claims, liability, obligations, investigations, costs or restrictions liability on the ownership, use Company or transfer of any property Subsidiary; (c) none of the Company or any Subsidiary is subject to a written notice, request for information or order from or agreement with any Governmental Authority finding that the Company or any Subsidiary is actually, potentially or allegedly liable for any off-site contamination by Hazardous Substances; (d) there are no judicial or administrative proceedings pending or, to the knowledge of the Company, threatened asserting that the Company or any Subsidiary is actually, potentially or allegedly liable under any Environmental Law (including pending or threatened liens); (e) each of the Company and each Subsidiary has all permits, licenses and other authorizations required under any Environmental Law for their operations as currently conducted (“Company Environmental Permits”); (f) each of the Company and each Subsidiary is in compliance with its Subsidiaries Company Environmental Permits; and (g) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will require any investigation, remediation or other action with respect to Hazardous Substances, or any notice to or consent of Governmental Authorities or third parties, pursuant to any applicable Environmental Law.
(b) For purposes of this Agreement, "Law or Company Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration Permit. The representations and warranties of the environmentCompany and the Subsidiaries made in this Section 4.15 are the only representations and warranties made in this Agreement regarding any matters arising under or relating to Environmental Laws, human health Environmental Permits and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertySubstances.
Appears in 2 contracts
Sources: Merger Agreement (Bunge LTD), Merger Agreement (Corn Products International Inc)
Environmental Matters. (a) Except To the knowledge of ValueVision and its Subsidiaries, except as disclosed in the Company ValueVision SEC Reports filed prior to the date of this Agreement hereof or on the ValueVision Disclosure Schedule and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company ValueVision Material Adverse Effect: (i) the Company ValueVision and each of its Subsidiaries has complied with, and is not are in violation of, any material compliance with all applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company ValueVision and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company ValueVision or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company ValueVision or any of its Subsidiaries; (iv) neither the Company ValueVision nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company ValueVision nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company ValueVision nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company ValueVision or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company ValueVision nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company ValueVision or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries ValueVision pursuant to any Environmental Law.
(b) For purposes of As used in this Agreement, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, 17 release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization and Merger (Valuevision International Inc), Agreement and Plan of Reorganization and Merger (National Media Corp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are would not reasonably likely be expected to have a Company an Acquiror Material Adverse Effect: Effect or would not otherwise require disclosure pursuant to the Securities Exchange Act, or are listed in ss.4(q) of the Acquiror Disclosure Letter or described in Acquiror Reports filed prior to the date hereof, (i) the Company and each of Acquiror and its Subsidiaries has complied with, and is not in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and Acquiror or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)below); (iii) the properties formerly owned or operated by the Company or neither Acquiror nor any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property any third party property; (iv) neither Acquiror nor any or its Subsidiaries has had any release or threat of release of any third partyHazardous Substance; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company Acquiror nor any of its Subsidiaries has received any notice, demand, threat, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); (viivi) neither the Company Acquiror nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity governmental or regulatory authority of competent jurisdiction or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company Acquiror or any of its Subsidiaries that could would reasonably be expected to result in any claims, liability, obligationsliabilities, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (Netrix Corp), Merger Agreement (Netrix Corp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, have been and is not are in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly no property owned or operated by the Company or any of its Subsidiaries were not has been contaminated with any Hazardous Substances prior Substance (as defined below) in a manner that could be expected to require remediation or during the period of ownership or operation by other action pursuant to any Environmental Law; (iii) neither the Company or nor any of its SubsidiariesSubsidiaries is liable for any Hazardous Substance disposal or contamination on any third-party property; (iv) neither the Company nor any of its Subsidiaries are is the subject to liability for any Hazardous Substance disposal or contamination on the property of any third partypending or, to the knowledge of the Company, threatened investigation relating to any Environmental Law; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decrees, injunctions decree or other arrangements injunction with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) to the knowledge of the Company there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs claim or restrictions on the ownership, use liability pursuant to any Environmental Law excluding claims or transfer liabilities arising out of or pursuant to any property policies of insurance written or issued by the Company or any of its Subsidiaries pursuant to any Environmental Law.
Subsidiaries; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aviii) the protection, investigation Company has made available to Parent copies of all material environmental reports and assessments relating to the Company or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyits Subsidiaries.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (21st Century Insurance Group), Merger Agreement (American International Group Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a material adverse effect on the business, financial condition or results of operations of the Company Material Adverse Effect: and its Subsidiaries taken as a whole, or would not otherwise require disclosure pursuant to the Securities Exchange Act, or are listed in ss.3(r) of the Company Disclosure Letter or described in Company Reports filed prior to the date hereof, (i) each of the Company and each of its Subsidiaries has complied with, and is not in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b)below); (ii) the properties currently owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)below); (iii) the properties formerly owned or operated by neither the Company or nor any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (viv) neither the Company nor any of or its Subsidiaries have released has had any release or threat of release of any Hazardous Substance to the environmentSubstance; (viv) neither the Company nor any of its Subsidiaries has received any notice, demand, threat, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); (viivi) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity governmental or regulatory authority of competent jurisdiction or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could would reasonably be expected to result in any claims, liability, obligationsliabilities, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (Viatel Inc), Merger Agreement (Destia Communications Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, had and are would not reasonably likely be expected to have result in a Company Parent Material Adverse Effect: (ia) since the Company Applicable Date, Parent and each of its Subsidiaries has complied with, and is have not in violation of, violated any applicable Environmental Laws (as defined in Section 3.12(b))Laws; (iib) the properties no real property, currently owned or formerly owned, leased or operated by the Company and Parent or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not has been contaminated with any Hazardous Substances (as defined Substance in Section 3.12(c)); (iii) a manner that would reasonably be expected to result in any obligation to conduct remedial activities on the properties formerly owned part of, or operated by the Company a Proceeding against, Parent or any of its Subsidiaries were not contaminated with Hazardous Substances prior pursuant to or during the period of ownership or operation by the Company or any Environmental Law; (c) neither Parent nor any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is subject to any Order, Proceeding or written notice alleging it has liability for any Hazardous Substance disposal or contamination on the any third-party property or any failure to properly store or handle, or any release of or exposure to, any third partyHazardous Substance; (vd) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company Parent nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information or is a party to or the subject of any pending or, to Parent’s Knowledge, threatened Proceeding, in each case alleging that the Company Parent or any of its Subsidiaries may be in violation of, liable under of or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to regarding any Hazardous SubstancesSubstance; and (viiie) there are no circumstances neither Parent nor any of its Subsidiaries is a party to any Order or conditions involving the Company other legally-binding arrangement with any Governmental Entity or any indemnity or other legally-binding agreement, with any third party under which Parent or any of its Subsidiaries that could reasonably be expected to result in has any claims, liability, obligations, investigations, costs outstanding liability or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant obligations relating to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (NantKwest, Inc.), Merger Agreement (Cambridge Equities, LP)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior Schedule 2.01(q), to the date knowledge of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: Coda (i) the Company and each of its Subsidiaries has complied with, and Taurus (A) is not in violation of, any applicable of and has complied with Environmental Laws (as defined herein) in Section 3.12(b))all respects, other than where any such violation or failure of compliance would not have a Material Adverse Effect, (B) has obtained and been in substantial compliance with all of the terms and conditions of all material Permits, which are required under Environmental Laws, other than where any failure to do so would not have a Material Adverse Effect, and (C) has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in the Environmental Laws, other than where any failure to do so would not have a Material Adverse Effect; (ii) Taurus has no material liability, and Taurus has not handled or disposed of any substance, arranged for the properties currently disposal of any substance, or owned or operated by the Company and its Subsidiaries (including soilsany property or facility in any manner that could give rise to any material liability, groundwaterfor damage to any site, surface location, or body of water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations reason under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiiiii) there are no circumstances or conditions involving the Company or underground storage tanks (as defined under Environmental Laws) located under any of its Subsidiaries that could reasonably be expected to result in any claims, liability, Taurus Site (as defined below); and (iv) there are no obligations, investigationsundertakings or liabilities of third parties arising out of or relating to Environmental Laws which Taurus has agreed to assume or retain, costs by contract or restrictions on otherwise. Taurus has not been named as a potentially responsible party under, and no facility or property owned, leased or operated by Taurus (each, a "TAURUS SITE") has been nominated or identified as a facility which is subject to an existing or potential claim under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), or comparable Environmental Laws, and none of the Taurus Sites is subject to a lien arising under any Environmental Laws. Except as disclosed in Schedule 2.01(q), neither Coda nor Taurus has received any notices of any violation of, noncompliance with, or remedial obligation under, Environmental Laws, relating to the ownership, use use, maintenance, operation of, or transfer conduct of business related to, any property Taurus Site or assets of Taurus, nor are there any writs, injunctions, decrees, orders or judgments outstanding, or lawsuits, claims, proceedings or investigations pending or, to the Company knowledge of Coda, threatened, relating to the ownership, use, maintenance, operation of, or conduct of business related to, any Taurus Site or assets of its Subsidiaries pursuant to any Environmental Law.
(b) Taurus. For purposes of this Agreement, "Environmental LawENVIRONMENTAL LAWS" means any lawapplicable federal, regulationstate, orderor local laws, decree, permit, authorization, opinionrules or regulations, common law or agency requirement of strict liability provisions, and any jurisdiction judicial or administrative interpretations thereof, including any judicial or administrative orders or judgments, relating to: (A) the protectionto health, investigation safety, industrial hygiene, pollution or restoration environmental matters in effect as of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release execution date of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertythis Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Coda Energy Inc), Merger Agreement (Continental Natural Gas Inc)
Environmental Matters. (a) Except as disclosed in for matters set forth on Schedule 3.14 of the Company SEC Reports filed prior to the date of this Agreement Contributor Disclosure Schedule and except for such matters which, individually or in the aggregate, have not had, and are that would not reasonably likely be expected to have a Company Material Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect: :
(i) each of the Company Propane Group Entities is in compliance with all applicable Environmental Laws, and each of its Subsidiaries the Propane Group Entities has complied with, and is not been in violation of, any compliance with all applicable Environmental Laws except for any noncompliance that has been fully resolved without any ongoing, pending or future fines, penalties or obligations (as defined in Section 3.12(bother than ordinary course obligations required to maintain compliance with Environmental Laws)); ;
(ii) each of the properties Propane Group Entities possesses all Permits required under Environmental Laws for its operations as currently owned or operated by conducted and is in compliance with the Company terms of such Permits, and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) such Permits are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); full force and effect;
(iii) none of the properties formerly owned or operated by the Company or Propane Group Entities nor any of its Subsidiaries were not contaminated with Hazardous Substances prior their properties or operations are subject to or during any pending or, to the period Knowledge of ownership or operation by the Company or Contributor Parties, threatened Proceeding arising under any Environmental Law, nor has any of its Subsidiaries; the Propane Group Entities received any written notice, order or complaint from any Governmental Authority, or written notice or complaint from any other Person, alleging a violation of or liability arising under any Environmental Law;
(iv) neither none of the Company nor its Subsidiaries are Propane Group Entities is a party to or subject to liability for any Hazardous Substance disposal settlement, order or contamination on the property decree relating to any violation of or Liability under any third party; Environmental Law;
(v) neither the Company nor there has been no Release of Hazardous Substances on, at, under, to, or from any of its Subsidiaries have released any Hazardous Substance the current or, to the environment; (vi) neither Knowledge of the Company nor Contributor Parties, former properties of the Propane Group Entities, from or in connection with the Propane Group Entities’ operations, or by any of its Subsidiaries Propane Group Entity in a manner that has received given or would reasonably be expected to give rise to any notice, demand, letter, claim Liability pursuant to any Environmental Law or request for information alleging that the Company or requires any of its Subsidiaries may be in violation of, liable under or have obligations Remedial Action under any Environmental Law; and
(viivi) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property none of the Company Propane Group Entities is conducting or funding any of its Subsidiaries pursuant to any Environmental LawRemedial Action.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement The Contributor has provided Acquirer copies of any jurisdiction material environmental assessments, audits, studies or other reports relating to: (A) to the protection, investigation Propane Group Entities or restoration their properties or operations that are in the possession or control of the environment, human health and safety, Contributor or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyPropane Group Entities.
Appears in 2 contracts
Sources: Contribution and Redemption Agreement (Energy Transfer Partners, L.P.), Contribution and Redemption Agreement (Amerigas Partners Lp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date extent failure to comply, or the existence of this Agreement and except for such matters whicha Hazardous Substance, individually or in the aggregate, have would not had, and are not reasonably likely to have a Company Material Adverse Effect: , and except as described in Schedule 5.2(m) of the Parent Disclosure Letter; (i) the Company Parent and each its Subsidiaries, to the knowledge of the officers of the Parent, any other Person for whose conduct the Parent or any of its Subsidiaries has is legally responsible, have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) to the properties knowledge of the officers of the Parent, no property currently owned or operated by the Company and Parent or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance; (iii) to the properties knowledge of the officers of the Parent, no property formerly owned or operated by the Company Parent or any of its Subsidiaries were not was contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership or operation by operation; (iv) to the Company knowledge of the officers of the Parent, neither the Parent nor any of its Subsidiaries nor, to the knowledge of the officers of the Parent, any other Person for whose conduct the Parent or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is legally responsible, is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company Parent nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) to the knowledge of the officers of the Parent, neither the Company Parent nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Parent or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental LawLaw for which Parent or its Subsidiaries, as applicable, has not resolved or otherwise responded to or that would not have Material Adverse Effect; (vii) neither the Company Parent nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) to the knowledge of the officers of the Parent, there are no other circumstances or conditions involving the Company Parent or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental LawLaw that would have a Material Adverse Effect.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (Encore Medical Corp), Merger Agreement (Compex Technologies Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have result in any material liability of the Company and its Subsidiaries, taken as a Company Material Adverse Effect: whole:
(i) neither the Company and each of nor its Subsidiaries has received any written notice alleging any of them has not complied with, and is not in violation of, any with applicable Environmental Laws (as defined in Section 3.12(b)); Laws;
(ii) to the Company’s Knowledge, the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); an amount or concentration that would give rise to an obligation to act or disclose that condition under any Environmental Law;
(iii) to the Company’s Knowledge, the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior in an amount or concentration that would give rise to an obligation to act or disclose that condition under any Environmental Law during the period of ownership or operation by the Company or any of its Subsidiaries; ;
(iv) neither the Company nor any of its Subsidiaries are has received a written notice that it is subject to liability for any Hazardous Substance disposal or contamination in violation of any Environmental Law on the property of any third party; ;
(v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance into the environment except (A) in compliance with law or (B) in an amount or concentration that would not be expected to the environment; give rise to a liability or obligation under any Environmental Law;
(vi) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; and
(vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, decrees or injunctions or other arrangements with by any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to addressing liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "the term “Environmental Law" ” means any law, regulation, order, decree, permit, authorization, opinion, common law decree or agency permit requirement of any governmental jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (Bii) the handling, use, presencestorage, treatment, transport, disposal, release or threatened release of any Hazardous Substance or (Ciii) noise, odor, wetlands, pollution, contamination odor or any injury or threat of injury to persons or propertywetlands protection.
Appears in 2 contracts
Sources: Merger Agreement (Rsa Security Inc/De/), Merger Agreement (Emc Corp)
Environmental Matters. (a) Except as disclosed set forth in the Company SEC Reports filed prior to the date of this Agreement Schedule 3.14 and except for such matters whichas would not, individually or in the aggregate, have not had, and are not reasonably likely be expected to have a Company Material Adverse Effect: :
(ia) A Cablevision Company or a Company has obtained all Licenses required under Environmental Laws with respect to the Company and each operation of its Subsidiaries has complied withthe Business as currently or previously (in the three years prior to the date hereof) conducted (hereinafter "Environmental Permits"), and is not and has been in violation of, compliance with all requirements of such Environmental Permits and all Environmental Laws;
(b) There has been no Release of any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned Hazardous Material from any Real Property leased or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings Companies or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) from the properties formerly owned or operated by Real Property which is the Company or any subject of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries 2 Park Avenue Lease that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer fo▇▇ ▇▇▇ ▇▇▇▇▇ of any property assertion of any Claim under Environmental Law against the Business;
(c) None of the Company Companies has entered into or agreed to any of its Subsidiaries consent decree or order pursuant to any Environmental Law in respect of the Business, any of the Assets or the Real Property which is the subject of the 2 Park Avenue Lease, and the Business is not subject to any cour▇ ▇▇▇▇▇ relating to compliance with, or addressing the presence of Hazardous Materials under, any Environmental Law.;
(bd) For purposes No Hazardous Materials are present on any of this Agreementthe properties used in connection with the Business or on the Real Property which is the subject of the 2 Park Avenue Lease except in compliance with Environmental ▇▇▇▇ ▇▇▇ ▇▇▇cifically, "no underground storage tanks, asbestos-containing materials or polychlorinated biphenyls are present on any such Real Property in violation of any Environmental Law" means ; and
(e) There has not been any lawrequest, regulationClaim or requirement seeking payment for, orderresponse to, decreeor remediation of, permit, authorization, opinion, common law Hazardous Materials at or agency requirement of arising from any jurisdiction relating to: (A) the protection, investigation or restoration of the environmentcurrent or past properties or operations of the Business or on the Real Property which is the subject of the 2 Park Avenue Lease. Notwithstanding any other representat▇▇▇▇ ▇▇▇ ▇▇▇▇anties in this Article III, human health the representations and safety, warranties in this Section 3.14 constitute the only representations of Cablevision with respect to any Environmental Law or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyMaterial.
Appears in 2 contracts
Sources: Merger Agreement (Cablevision Systems Corp /Ny), Merger Agreement (General Electric Co)
Environmental Matters. (a) Except as disclosed set forth in Section 5.11 of the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse EffectDisclosure Schedule: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) to the properties Knowledge of the Company, no property currently or formerly owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined Substance that could require remediation or result in Section 3.12(c))liability pursuant to any Environmental Law; (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries are could be subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (viv) neither the Company nor any of its Subsidiaries have released has caused or could incur liability for any release or threat of release of any Hazardous Substance to the environmentSubstance; (viv) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under or obligations concerning any Environmental Law or otherwise relating to any Hazardous SubstancesSubstance; and (viiivii) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could are reasonably be expected likely to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aviii) the protectionCompany has delivered to Parent copies of all environmental reports, investigation studies, assessments, sampling data and any other material environmental information in its possession relating to Company or restoration of the environment, human health its Subsidiaries or their respective current and safety, former properties or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyoperations.
Appears in 2 contracts
Sources: Merger Agreement (Computer Associates International Inc), Merger Agreement (Niku Corp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date operations of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries are in compliance in all material respects with all applicable Environmental Laws and all Permits issued pursuant to Environmental Laws or otherwise;
(including soils, groundwater, surface water, buildings or other structuresb) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by each of the Company or any of and its Subsidiaries were not contaminated with Hazardous Substances prior has obtained all Permits required under all applicable Environmental Laws necessary to or during the period of ownership or operation by the Company or any of operate its Subsidiaries; business;
(iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (vc) neither the Company nor any of its Subsidiaries have released is the subject of any outstanding written order, agreement or arrangement with any governmental authority or Person respecting (i) Environmental Laws, (ii) Remedial Action or (iii) any Release or threatened Release of a Hazardous Substance to the environment; Material;
(vid) neither none of the Company nor or any of its Subsidiaries has received any notice, demand, letter, claim written communication alleging either or request for information alleging both that the Company or any of its Subsidiaries may be in violation ofof any Environmental Law, liable under or any Permit issued pursuant to Environmental Law, or may have obligations any liability under any Environmental Law; ;
(viie) neither the Company nor any none of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result has any known current contingent liability in connection with any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer Release of any Hazardous Materials into the indoor or outdoor environment;
(f) there are no investigations of the business, operations, or currently or previously owned, operated or leased property of the Company or any of its Subsidiaries pending or, to the Company's Knowledge, threatened that could lead to the imposition of any liability pursuant to any Environmental Law.; and
(bg) For purposes there is not located at any property leased or operated by the Company or any of this Agreement, "Environmental Law" means its Subsidiaries any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, or natural resourcesunderground storage tanks, (Bii) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance asbestos containing material in a friable condition or (Ciii) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyequipment containing polychlorinated biphenyls.
Appears in 2 contracts
Sources: Convertible Secured Loan Agreement (Spatialight Inc), Convertible Secured Loan Agreement (Tripp Steven Francis)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have would not had, and are not reasonably likely to have be a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not are in violation of, any applicable compliance with all Environmental Laws (as defined in Section 3.12(b))Laws; (ii) neither the properties currently owned or operated Company nor its Subsidiaries is subject to any current Governmental Order relating to any non-compliance with Environmental Laws by the Company and or its Subsidiaries (including soilsor the investigation, groundwatersampling, surface watermonitoring, buildings treatment, remediation, removal or other structures) are not contaminated with any cleanup of Hazardous Substances (as defined in Section 3.12(c))Materials; (iii) no Action is pending or threatened in writing with respect to the Company’s or its Subsidiaries’ compliance with or liability under Environmental Law, (iv) to the knowledge of the Company, none of the properties currently or formerly owned owned, leased or operated by the Company or any of its Subsidiaries were not (including, without limitation, soils and surface and ground waters) are contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; Material, (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither knowledge of the Company nor any of its Subsidiaries has received any noticeCompany, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property none of the Company or any of its Subsidiaries is actually or potentially liable for any off-site contamination by Hazardous Materials; (vi) to the knowledge of the Company, none of the Company or any of its Subsidiaries is actually or potentially liable under any Environmental Law (including, without limitation pending or threatened in writing liens); (vii) each of the Company and each of its Subsidiaries has, and is and has been in compliance with, all permits, licenses and other authorizations required under any Environmental Law, (viii) neither the execution of this Agreement nor the consummation of the Second Merger will require any investigation, remediation or other action with respect to Hazardous Materials, or any notice to or consent of Governmental Authorities or third parties, pursuant to any applicable Environmental LawLaw or Environmental Permit and (ix) the Company has delivered to TRTL true and complete copies of all environmental phase I reports and other investigations, studies, audits, tests, reviews or other analyses commenced or conducted by or on behalf of the Company (or by a third party of which the Company has knowledge) in relation to the current or prior business of the Company or any real property presently or formerly owned, leased, or operated by the Company (or its predecessors) that are in the possession, custody or control of the Company.
(b) For purposes (i) The representations and warranties contained in this Section 5.19 are the only representations and warranties being made by the Company in respect of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement Laws and in respect of any jurisdiction relating to: (A) the protectionenvironmental, investigation health or restoration of the environmentsafety matter, human health and safety, or including natural resources, related in any way to the business, properties or assets of the Company, or to this Agreement or its subject matter; and (Bii) no other representation or warranty of the handlingCompany contained in this Agreement shall apply to any such matters and no other representation or warranty, useexpress or implied, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyis being made in respect thereof.
Appears in 2 contracts
Sources: Business Combination Agreement (Terrapin 3 Acquisition Corp), Business Combination Agreement (Terrapin 3 Acquisition Corp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: Effect on U S WEST, or would not otherwise require disclosure pursuant to the Securities Act, or are listed on Schedule 4.13 hereto, (i) the Company and each of U S WEST and its Subsidiaries has complied with, and is not in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and it or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) Hazardous Substances were not present, disposed, released or otherwise deposited on, under, at or from the properties formerly owned or operated by the Company it or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company it or any of its Subsidiaries; (iv) neither the Company it nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company it nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company it nor any of its Subsidiaries has received any notice, demand, threat, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); (vii) neither the Company it nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or Regulatory Authority or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company it or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (U S West Inc /De/), Merger Agreement (Qwest Communications International Inc)
Environmental Matters. (a) Except as disclosed in Section 3.1(25) of the Company SEC Reports filed prior to the date Disclosure Letter:
(a) Each of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and the Subsidiaries and their respective assets and properties and the business, affairs and operations of each of its the Company and the Subsidiaries has complied with, have been and is not are in compliance in all material respects with all Environmental Laws; (b) neither the Company nor the Subsidiaries are in violation of, of any applicable Environmental Laws (as defined in Section 3.12(b))regulation relating to the release or threatened release of Hazardous Materials; (iic) the properties no property currently owned or operated by the Company and nor any of its Subsidiaries (including soils, groundwater, surface water, buildings or other and surface and subsurface structures) are not is contaminated with any Hazardous Substances (as defined in Section 3.12(c))Materials which would reasonably be expected to require remediation or other action pursuant to any Environmental Law; (iiid) the properties formerly owned or operated by each of the Company or any of its and the Subsidiaries were not contaminated has complied in all material respects with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiariesall reporting and monitoring requirements under all Environmental Laws; (ive) neither the Company nor its the Subsidiaries are subject to liability for has ever received any Hazardous Substance disposal or contamination on the property notice of any third partynon-compliance in respect of any Environmental Laws; (vf) neither there are no events or circumstances that might reasonably be expected to form the basis of an order for clean up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company nor and the Subsidiaries relating to Hazardous Materials or any of its Subsidiaries have released any Hazardous Substance to the environmentEnvironmental Laws; (vig) neither there are no Licences required pursuant to any applicable Environmental Laws necessary to conduct the business, affairs and operations of each of the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that and the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental LawSubsidiaries; and (viih) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions Order or other arrangements agreement with any Governmental Entity Authority or is subject to any indemnity or other agreement with any third party relating to liability obligations or liabilities under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Subscription Agreement (Organigram Global Inc.), Subscription Agreement (Organigram Holdings Inc.)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, had and are would not reasonably likely be expected to have a material impact on the Company Material Adverse Effect: and the Company Subsidiaries, taken as a whole:
(i) the Company and each of its Subsidiaries Company Subsidiary is and for the past three (3) years, has complied with, and is not been in violation of, any compliance in all material respects with all applicable Environmental Laws (as defined in Section 3.12(b)); Laws;
(ii) the properties currently owned or operated by Company and each Company Subsidiary has obtained, maintains, and is and for the past three (3) years, has been in compliance in all material respects with all Permits required pursuant to Environmental Laws for the conduct of its business and operations and the operation of the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); Real Property;
(iii) neither the properties formerly owned Company nor any Company Subsidiary has received any written notice, claim, report or operated by other information alleging that the Company or any Company Subsidiary is in material violation of its Subsidiaries were not contaminated with Hazardous Substances prior to any Environmental Laws, or during the period of ownership has any material liabilities or operation by the Company potential material liabilities arising under Environmental Laws, including any material liability for personal injury, property damage or any of its Subsidiaries; natural resource damages;
(iv) neither the Company nor its Subsidiaries are any Company Subsidiary is subject to liability for any current, or to the extent unresolved, previous material Action or Order relating to any Environmental Laws or any Hazardous Substance disposal or contamination on the property of any third party; Material;
(v) neither none of the Company nor any of its Subsidiaries have released Real Property is subject to a Lien or an activity or use limitation issued pursuant to Environmental Law or relating to any Hazardous Substance to the environment; Material;
(vi) neither the Company nor any Company Subsidiary is undertaking or is responsible for, and has not completed, either individually or together with other Person, any investigation or assessment or remedial or response action relating to any actual or threatened material release, discharge or disposal of its Subsidiaries has received Hazardous Materials at any noticesite, demandlocation or operation, letter, claim either voluntarily or request for information alleging that pursuant to an Order or the Company or any requirements of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; Laws;
(vii) neither the Company nor any of its Subsidiaries is subject Company Subsidiary has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, exposed any Person to or released any ordersHazardous Material, decreesor owned or operated any property or facility contaminated by any Hazardous Material, injunctions so as to have given rise to, or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could so as would reasonably be expected to result in give rise to, current or future material liabilities under Environmental Laws for which the Company or Company Subsidiary would be responsible;
(viii) except for those matters that have been fully resolved without any claimsfuture or continuing obligation of the Company, liabilityneither the Company nor any Company Subsidiary has assumed, obligationsundertaken, investigationsprovided an indemnity with respect to, costs or restrictions on the ownership, use or transfer otherwise become subject to any material liability of any property other Person relating to Environmental Laws or relating to any Hazardous Material;
(ix) neither the Company nor any Company Subsidiary has designed, manufactured, sold, marketed, commercialized or distributed any product or item containing asbestos, silica, mercury, or other Hazardous Materials so as to have given rise to or as would reasonably be expected to give rise to material liability under Environmental Laws; and
(x) no facts, events or conditions relating to the past or present facilities, properties or operations of the Company or any Company Subsidiaries or any of its Subsidiaries their respective predecessors or Affiliates will prevent, hinder or limit continued compliance in all material respects with Environmental Laws, would reasonably be expected give rise to any material investigatory, remedial or corrective obligations pursuant to Environmental Laws after the Closing Date, or would reasonably be expected to give rise to any other material liabilities pursuant to Environmental LawLaws, including any relating to onsite or offsite releases or threatened releases of any Hazardous Material, personal injury, property damage or natural resources damage.
(b) For purposes of this AgreementThe Company has provided to Parent all environmental reports, "Environmental Law" means any lawassessments, regulationaudits, orderand all other similar documents materially bearing upon environmental, decreehealth or safety liabilities, permitin each case, authorizationrelating to its affiliates’ or predecessors’ past or current operations or properties, opinion, common law that are in the possession or agency requirement of any jurisdiction relating to: (A) under the protection, investigation or restoration reasonable control of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination Company or any injury or threat of injury to persons or propertyCompany Subsidiary.
Appears in 2 contracts
Sources: Merger Agreement (Solutia Inc), Merger Agreement (Southwall Technologies Inc /De/)
Environmental Matters. (a) Except as disclosed in Section 4.17 of the Company SEC Reports filed prior Seller Disclosure Schedule:
(i) None of the APT Entities or, to the date Seller’s Knowledge, Minority-Interest Entities (A) is or has been in violation, in any material respect, of this Agreement and except for such matters whichany Environmental Laws or Permits, individually or (B) is subject to any obligation under any Environmental Law to investigate, remediate, remove or cleanup Hazardous Materials known to exist at any real property, including at any of the real property within or in the aggregatevicinity of any of the APT Projects;
(ii) None of the APT Entities or, to the Seller’s Knowledge, Minority-Interest Entities has been notified in writing that it is a potentially responsible party under any Environmental Law with respect to Releases of Hazardous Materials;
(iii) The APT Entities and, to the Seller’s Knowledge, Minority-Interest Entities have not hadentered into or agreed to any settlement, consent decree or order, and are not reasonably likely subject to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied withany outstanding settlement, and is not in violation ofjudgment, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned decree, or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated judicial order relating to compliance with any Environmental Law or Permit issued under Environmental Law or to investigation, remediation, removal or cleanup of Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations Materials under any Environmental Law; and
(viiiv) neither the Company nor There are no Environmental Claims pending against any of its Subsidiaries is subject the APT Entities or, to any ordersthe Seller’s Knowledge, decreesMinority-Interest Entities or APT Projects or, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or Seller’s Knowledge, threatened in writing against any of its Subsidiaries that could reasonably be expected to result in the APT Entities, Minority-Interest Entities or APT Projects by any claims, liability, obligations, investigations, costs Person or restrictions on the ownership, use before any court or transfer of any property of the Company or any of its Subsidiaries pursuant to Governmental Authority under any Environmental Law.
(b) For purposes To the Seller’s Knowledge, the Seller has furnished or made available all material written environmental studies, reports, results of species fatality monitoring, correspondence from Governmental Authorities or environmental assessments (including, but not limited to those related to avian and protected species and habitats) in its possession or to the extent not in Seller’s possession, to Seller’s Knowledge, in the possession of, any APT Entity for the APT Projects.
(c) The representations and warranties set forth in this AgreementSection 4.17 together with the representations and warranties set forth in Sections 4.5 (Legal Proceedings), "Environmental Law" means any law4.10 (Financial Statements), regulation4.11 (Absence of Certain Changes), order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: and 4.25 (APermits) are the protection, investigation or restoration sole and exclusive representations and warranties of the environmentSeller concerning environmental matters, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyincluding matters arising under Environmental Laws.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (TerraForm Power, Inc.), Membership Interest Purchase Agreement (Atlantic Power Corp)
Environmental Matters. (a) Except as disclosed set forth in Section 4.15 of the Disclosure Schedule, neither the Company SEC Reports filed prior to nor any of its subsidiaries has (i) placed, held, located, released, transported or disposed of any Hazardous Substances (as defined below) on, under, from or at any of the date Company's or any of this Agreement and except for its subsidiaries' properties or any other properties, other than in a manner that could not, in all such matters which, cases taken individually or in the aggregate, have not had, and are not reasonably likely be expected to have result in a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) any knowledge or reason to know of the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with presence of any Hazardous Substances (as defined on, under or at any of the Company's or any of its subsidiaries' properties or any other property but arising from the Company's or any of its subsidiaries' current or former properties or operations, other than in Section 3.12(c)); a manner that could not reasonably be expected to result in a Material Adverse Effect, or (iii) received any written notice (A) of any violation of or liability under any Law relating to any matter of pollution, protection of the environment or natural resources, environmental regulation or control or regarding Hazardous Substances (collectively, "Environmental Laws") on, under or emanating from any of the Company's or any of its subsidiaries' current or former properties formerly owned or operated operations or any other properties, (B) of the institution or pendency of any suit, action, claim, proceeding or investigation by any Governmental Entity or any third party in connection with any such violation or liability, (C) requiring the response to or remediation of Hazardous Substances at or arising from any of the Company's or any of its subsidiaries' current or former properties or operations or any other properties, (D) alleging noncompliance by the Company or any of its Subsidiaries were not contaminated subsidiaries with the terms of any permit required under any Environmental Law in any manner reasonably likely to require material expenditures or to result in material liability or (E) demanding payment for response to or remediation of Hazardous Substances prior to at or during arising from any of the period of ownership or operation by the Company Company's or any of its Subsidiaries; subsidiaries' current or former properties or operations, as to clauses (ivA) neither the Company nor its Subsidiaries are subject to liability through (E) of this Section 4.15(iii), other than for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries matters that could not reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) have a Material Adverse Effect. For purposes of this Agreement, the term "Hazardous Substance" shall mean any toxic or hazardous materials or substances, including asbestos, buried contaminants, chemicals, flammable explosives, radioactive materials, petroleum and petroleum products and any substances defined or regulated as a pollutant or contaminant under any Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (Ebv Electronics Inc), Merger Agreement (Wyle Electronics)
Environmental Matters. (ai) Except as disclosed in the Company SEC Reports filed prior would not reasonably be expected to the date of this Agreement and except for such matters whichhave, either individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: Effect (iA) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries no real property (including soils, groundwater, surface water, buildings or other structuresstructures thereon or thereunder) are not owned, operated, used or occupied by the Company or its Subsidiaries has been contaminated with as a result of release, spill, discharge or disposal of any Hazardous Substances (as defined in Section 3.12(c))Substance during or, to the knowledge of the Company, prior to, the ownership or operation or use by the Company or its Subsidiaries; (iiiB) the properties no real property formerly owned or operated or used by the Company or any of its Subsidiaries were not was contaminated with as a result of release, spill, discharge or disposal of any Hazardous Substances Substance during or, to the knowledge of the Company, prior to or during to, the period of ownership or operation or use by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (viC) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging from any Governmental Entity or other third party indicating that the Company or any of its Subsidiaries may be in material violation of, liable under of or have obligations subject to material liability under any Environmental LawLaw or arising from Hazardous Substances; (viiD) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject a party to any indemnity or any other agreement with any third party relating to liability under any Environmental Law or otherwise relating to any Hazardous Substances; and (viiiE) there the Company and its Subsidiaries have obtained in a timely manner, maintained in effect, and are no circumstances or conditions involving in compliance with, all Permits required by applicable Environmental Law in connection with the Company’s business.
(ii) As used herein, the term “Environmental Law” means any Law (including without limitation principles of common law, directives, statutes, their implementing laws and regulations, related judicial and administrative orders and binding legal interpretations thereof) applicable to the Company or any of its Subsidiaries that could reasonably be expected relating to result in any claims, liability, obligations, investigations, costs pollution or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration protection of the environment, human health and safety, or natural resources, (B) human health or safety, including without limitation Laws relating to the generation, handling, use, presence, transportation, recycling, take-back, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertySubstance.
Appears in 2 contracts
Sources: Merger Agreement (Osi Pharmaceuticals Inc), Merger Agreement (Astellas Pharma Inc.)
Environmental Matters. (a) Except as disclosed in To the Company SEC Reports filed prior to the date knowledge of this Agreement and except for such matters whichCASTion, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries CASTion has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries CASTion (including soils, groundwater, surface water, buildings or other structures) are not contaminated by CASTion with any Hazardous Substances (as defined in Section 3.12(c)and any representation to any contamination of any of such properties by any third party is expressly excluded); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries CASTion were not contaminated by CASTion with Hazardous Substances prior to or during the period of ownership or operation by the Company or CASTion (and any representation to any contamination of any of its Subsidiariessuch properties by any third party is expressly excluded); (iv) neither the Company nor its Subsidiaries are CASTion is not subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor CASTion has not been associated with any release or threat of its Subsidiaries have released release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries CASTion has not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries CASTion may be in violation of, of or liable under or have obligations under any Environmental Law; and (vii) neither the Company nor any of its Subsidiaries CASTion is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity Authority or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result . As used in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "the term “Environmental Law" ” means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, ; (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyproperty and the term “Hazardous Substance” means any substance that is: (i) listed, classified or regulated pursuant to any Environmental Law; (ii) any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials or radon; or (iii) any other substance which is the subject of regulatory action by any Governmental Authority pursuant to any Environmental Law.
Appears in 2 contracts
Sources: Purchase and Sale of Securities (Kimberlin Kevin), Agreement for the Purchase and Sale of Securities (Thermoenergy Corp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, that individually or in the aggregate, have aggregate would not had, and are not reasonably likely to have a Company Parent Material Adverse Effect, and excluding all matters which are not related to the Parent Station Business or the Parent Station Assets, to the knowledge of Parent: (i) the Company Parent and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company Parent and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) the properties formerly owned or operated by the Company Parent or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company Parent or any of its Subsidiaries; (iv) neither the Company Parent nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company Parent nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company Parent or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (viivi) neither the Company Parent nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or Regulatory Authority or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; (vii) none of the properties of Parent or its Subsidiaries contains any underground storage tanks, asbestos-containing material, lead-based products, or polychlorinated biphenyls; and (viii) there are no circumstances or conditions involving the Company or neither Parent nor any of its Subsidiaries that could reasonably be expected to result has engaged in any claims, liability, obligations, investigations, costs or restrictions on activities involving the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handlinggeneration, use, presence, disposal, release handling or threatened release disposal of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertySubstances.
Appears in 2 contracts
Sources: Merger Agreement (Argyle Television Inc), Merger Agreement (Hearst Corp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have would not had, and are not be reasonably likely to have a Company Material Adverse Effectmaterial adverse effect change in the business, operations, properties, prospects, assets, or condition of the Issuer: (i) the Company and each of its Subsidiaries to Issuer's knowledge, Issuer has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b4.8(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soilsto Issuer's knowledge, groundwater, surface water, buildings or other structures) are Issuer is not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property any third party property; (iii) to Issuer's knowledge, Issuer has not been associated with any release or threat of release of any third partyHazardous Substance; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries Issuer has not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries Issuer may be in violation of, of or liable under or have obligations under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries Issuer is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company or any of its Subsidiaries Issuer that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries Issuer pursuant to any Environmental Law.
(b) For purposes of this Agreementagreement, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Contango Oil & Gas Co), Securities Purchase Agreement (Southern Ute Indian Tribe Dba Suite Growth Fund)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries has complied withsubsidiaries have complied, and is not currently comply, in violation of, any all material respects with all applicable Environmental Laws (as defined below), and possess, and have possessed, and comply, and have complied, in Section 3.12(b)); all material respects with all applicable Environmental Permits (iias defined below) the properties currently owned or operated by required under such laws to operate as the Company and its Subsidiaries subsidiaries presently operate, (including soils, groundwater, surface water, buildings or other structuresii) there are not contaminated with any Hazardous Substances no Materials of Environmental Concern (as defined in Section 3.12(c)); (iiibelow) the properties formerly at any property owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior subsidiaries, under circumstances that are reasonably likely to or during the period result in liability of ownership or operation by the Company or any of its Subsidiaries; Material Subsidiaries under any applicable Environmental Law, (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (viii) neither the Company nor any of its Subsidiaries subsidiaries has received any written notification requesting information under, or alleging that it may have released liability pursuant to, any Hazardous Substance to the environment; Environmental Law concerning any release or threatened release of Materials of Environmental Concern at any location and (viiv) neither the Company nor any of its Subsidiaries subsidiaries has received any noticewritten claim, demandnotice or complaint, letteror been subject to any proceeding, claim relating to noncompliance with Environmental Laws or request any other liabilities or obligations arising from Materials of Environmental Concern or pursuant to Environmental Laws, and no such matter has been threatened to the knowledge of the Company.
(b) The Company has made available to Parent copies of all material environmental, health and safety reports, audits, assessments or other material communications or documentation relating to environmental, health or safety matters in its possession relating to the Company and any of the Company’s subsidiaries and any real property owned, operated or leased by or for information alleging that the Company or any subsidiary of its Subsidiaries may be the Company, including any Phase I or Phase II Environmental Site Assessments, asbestos surveys or abatement reports, indoor air quality studies or remediation reports, in violation of, liable under or have obligations under any Environmental Law; (vii) neither case to the Company nor extent any of its Subsidiaries is subject to any ordersthe issues identified in such reports, decreesaudits, injunctions assessments or other arrangements with any Governmental Entity material communications or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could documentation would reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of a material liability to the Company or any of its Subsidiaries pursuant to any Environmental Lawsubsidiaries.
(bc) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of following terms shall have the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.meanings assigned below:
Appears in 2 contracts
Sources: Merger Agreement (Ace Comm Corp), Merger Agreement (Ace Comm Corp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such those matters which, that would not individually or in the aggregate, have not had, and are not reasonably likely to have aggregate result in any Burro Group Entity incurring a Company Material Adverse Effect: material liability:
(i) the Company Burro Group Entities and each of its Subsidiaries has complied withtheir respective properties, operations, services, equipment, and is not assets are, and for the past three years have been, in violation of, any applicable compliance with all Environmental Laws (as defined in Section 3.12(b)); Laws;
(ii) as of the properties currently owned Execution Date, the Burro Group Entities, including their property, operations, services, equipment, or operated by assets, are not subject to, and have not otherwise received written notice of any pending or, to the Company and its Subsidiaries knowledge of the Partnership, threatened Action, including, but not limited to government enforcement actions, notices of violations (including soils“NOVs”), groundwaterregulatory investigations, surface waterrequests for information from regulators, buildings citizen suits, or other structures) are not contaminated with third-party claims, under Environmental Laws; the Burro Group Entities have provided no notice and made no claims under any Hazardous Substances (as defined in Section 3.12(c)); insurance policy or indemnity agreement regarding potential liabilities or other costs arising from any such Action;
(iii) no Burro Group Entity or, to the properties formerly owned or operated by knowledge of the Company or Partnership, any of its Subsidiaries were not contaminated with Hazardous Substances prior to their respective properties, operations, services, equipment, or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any noticeassets, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any ordersoutstanding judgment, decreesorder, injunctions injunction, rule or other arrangements with decree of any Governmental Entity arising from or is subject relating to any indemnity Environmental Law;
(iv) there have been no Releases of Hazardous Materials at any property currently owned, operated, or other agreement otherwise used by the Burro Group Entities which Releases are reasonably likely to result in liability to any Burro Group Entity under Environmental Law. To the knowledge of the Partnership, there have been no Releases of Hazardous Materials at any property formerly owned, operated or otherwise used by the Burro Group Entities, or, to the knowledge of the Partnership, by any predecessors of the Burro Group Entities, which Releases are reasonably likely to result in liability to any Burro Group Entity under Environmental Law. As of the Execution Date, no Burro Group Entity has received any written notice asserting a liability or obligation under any Environmental Laws with respect to the investigation, remediation, removal, or monitoring of the Release of any Hazardous Materials at or from any property currently or formerly owned, operated, or otherwise used by any Burro Group Entity, or at or from any off-site location where Hazardous Materials from any Burro Group Entity’s operations have been sent for treatment, disposal storage or handling; and
(v) no Burro Group Entity has assumed any known or pending obligation or liability of a third party relating to liability or arising under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Lawby Contract.
(b) For purposes All material environmental, health, and safety investigations, assessments (including, but not limited to, Phase I and Phase II environmental site assessments, desk top surveys, indoor or outdoor air monitoring, soil, water, or groundwater sampling, and workplace safety reviews), and audit reports prepared during the past five years by or on behalf of, or that are in the possession of the Burro Group Entities addressing environmental, health, and safety compliance matters or potential environmental liabilities or impacts with respect to any entity operations, services provided to third-parties, assets or equipment, or property owned, operated or otherwise used by any Burro Group Entity have been made available for review by Kick prior to the Execution Date.
(c) Except as expressly set forth in this AgreementSection 3.14 and except solely for the representations and warranties relating to the Permits as expressly set forth in Section 3.11, "none of the Burro Group Entities make any representation or warranty regarding compliance or failure to comply with, or any actual or contingent liability under, any Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (CSI Compressco LP), Merger Agreement (CSI Compressco LP)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement Schedule 3.16 hereto and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries Subsidiary has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries each Subsidiary (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries and each Subsidiary were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiariesa Subsidiary; (iv) neither the Company nor and its Subsidiaries are not subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of and its Subsidiaries have released not been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of and its Subsidiaries has have not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries a Subsidiary may be in violation of, of or liable under or have obligations under any Environmental Law; and (vii) neither the Company nor any of and its Subsidiaries is are not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of As used in this Agreement, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, ; (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Share Exchange Agreement (Sunningdale, Inc.), Share Exchange Agreement (Sunningdale, Inc.)
Environmental Matters. Except as set forth on Schedule 4.19,
(a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the there is and has been no Handling of Substances by any Acquired Company and each at, on, or from any Operating Site in material violation of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in material liability to any claimsAcquired Company under any Environmental Law, liabilityand (ii) to the Company's knowledge, obligationsthere is and has been no Handling of Substances at, investigationson, costs from any Operating Site, by any other Person that could reasonably be expected to result in material liability to any Acquired Company under any Environmental Law;
(b) (i) no underground tanks are or restrictions on have been owned or operated by any Acquired Company, (ii) to the ownershipCompany's knowledge, use no underground storage tanks are or transfer have been located on, in or under any Leased Property, and (iii) no PCBs or asbestos-containing materials are located on, in or under any Leased Property in a condition that is not in compliance with Environmental Laws;
(i) no Acquired Company or any Stockholder has received written notice of any property assertion by any Governmental Authority or other Person that any of the them may be a potentially responsible party in connection with any Substance disposal site, and (ii) no Acquired Company or any Stockholder has received written notice of any pending or threatened claims by any Person against any Acquired Company under any Environmental Law;
(d) no Encumbrances have been, or are, imposed on any Acquired Company or any of its Subsidiaries pursuant to the assets of any Acquired Company under any Environmental Law.;
(be) For purposes each Acquired Company is in material compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by each Acquired Company of this Agreement, "all Permits and other government authorizations required under any Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) and compliance with the protection, investigation or restoration of the environment, human health terms and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.conditions thereof);
Appears in 2 contracts
Sources: Merger Agreement (Fleming Companies Inc /Ok/), Merger Agreement (Core Mark International Inc)
Environmental Matters. (ai) Except as disclosed set forth in Section 5.2(p) of the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichDisclosure Letter, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any all material respects with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) to the Knowledge of the Company, the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance; (iii) to the properties Knowledge of the Company, neither the Company nor any of its Subsidiaries is subject to material liability for any Hazardous Substance disposal or contamination on any property owned or operated or formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with or on any third party property or as a result of any Hazardous Substances prior to Substance having been transported from any of the properties owned or during the period of ownership operated or operation formerly owned and operated by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging from a Governmental Entity indicating that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; and (viiv) neither the Company nor any of its Subsidiaries is subject to any material orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any material indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(bii) For purposes of this AgreementAs used herein, the term "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction Law relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance Substance, or (C) noise, odor, wetlands, pollution, pollution or contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (American General Corp /Tx/), Merger Agreement (American General Corp /Tx/)
Environmental Matters. (a1) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries has have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii2) to the properties currently owned or operated by the Company and its Subsidiaries Company's knowledge, no property (including soils, groundwater, surface water, buildings or and any other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties currently or formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by in which the Company or any of its SubsidiariesSubsidiaries has a Lien, has been contaminated with, or has had any release of, any Hazardous Substance; (iv3) to the Company's knowledge, neither the Company nor any of its Subsidiaries are could be deemed the owner or operator under any Environmental Law of any property in connection with any Loans or in which it has currently or formerly held a Lien or security interest; (4) to the Company's knowledge, neither the Company nor any of its Subsidiaries is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyother third-party property; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi5) neither the Company nor any of its Subsidiaries has received any notice, demand, demand letter, claim or request for information alleging that the Company or relating to any of its Subsidiaries may be in violation of, liable under or have obligations under liability under, any Environmental Law; (vii6) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity injunction or other agreement with any Governmental Authority or any third party relating to liability under any Environmental Law or relating Law; (7) to Hazardous Substances; and (viii) the Company's knowledge, there are no other circumstances or conditions involving the Company or any of its Subsidiaries, any currently or formerly owned or operated property, or any Lien held by the Company or any of its Subsidiaries (including the presence of asbestos, underground storage tanks, contamination, polychlorinated biphenyls or gas station sites) that could reasonably be expected to result in any claims, liability, obligations, investigations, costs liability or investigations or result in any restrictions on the ownership, use use, or transfer of any property pursuant to any Environmental Law; and (8) the Company has made available to the Acquiror copies of all environmental reports, studies, sampling data, correspondence, filings and other environmental information in its possession or reasonably available to it relating to the Company, any of its Subsidiaries, any currently or formerly owned or operated property or any property in which the Company or any of its Subsidiaries has held a Lien and, to its knowledge, could be deemed an owner or operator of such property pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (Admiralty Bancorp Inc), Merger Agreement (Royal Bank of Canada \)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) To the Knowledge of the Company and each of the Plant Managers, the Company and its Subsidiaries has complied withare, and is not within the period of all applicable statutes of limitations have been, in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b))and have submitted all required reports to the appropriate Governmental Authority; (ii) except as set forth on Schedule 6.1(r)(ii), the properties Company has received all air, water and waste permits and approvals required for the emission and/or disposal of solid, liquid and gaseous materials from its operations at all sites, including any permits for construction under the Clean Air Act, or has documentation to establish exemptions from such permits or approvals, and is operating in conformance with such permits and approvals required under any Environmental Laws; (iii) to the Knowledge of the Company or any of the Plant Managers, no property currently or formerly owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not has been contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance which would subject the Company to liability under Environmental Laws or require remediation to meet applicable standards; (iiiiv) the properties formerly owned or operated by except as set forth on Schedule 6.1(r)(iv), neither the Company or nor any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is subject to any liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released is subject to liability for any release or, to the Knowledge of the Company or any of the Plant Managers, threat of release of any Hazardous Substance to the environmentSubstance; (vi) except as set forth on Schedule 6.1(r)(vi), neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging indicating that the Company or any of its Subsidiaries it may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous SubstancesLaw; and (viii) to the Knowledge of the Company or any of the Plant Managers, except as set forth on Schedule 6.1(r)(viii), none of the properties of the Company or any of its Subsidiaries contain any underground storage tanks or any Hazardous Substance, except to the extent that such Hazardous Substances are used in the ordinary course of business and used and disposed of in accordance with Environmental Laws; (ix) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property in connection with any Environmental Law; and (x) to the Knowledge of the Company or any of its Subsidiaries pursuant the Plant Managers, Schedule 6.1(r)(x) sets forth a list of all environmental reports, studies, assessments and sampling data, all permits and permit applications, all correspondence to and from Governmental Entities pertaining to or required for compliance with Environmental Laws, all inspection reports, evaluations and audit reports concerning compliance with Environmental Laws (whether conducted internally or by a third party, including any Governmental Entity), all documentation establishing exemptions from permits or approvals, a representative list of Hazardous Substances currently used in the Company's operations, and the entities that currently remove and dispose of regulated waste materials, and all relevant and material records relating to compliance with Environmental LawLaws.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Liqui Box Corp), Merger Agreement (Davis Samuel B)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior has not had and would not reasonably be expected to the date of this Agreement and except for such matters whichhave, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: :
(a) the Company (i) is, and at all times during the last three years has been, in compliance with all applicable Environmental Laws and (ii) has obtained or has made timely applications for or is in the process of obtaining and has maintained and is in compliance with all Environmental Authorizations required for the operation of its business as currently conducted; and such Environmental Authorizations are in full force and effect;
(b) none of the Company’s assets are subject to any Lien (other than Permitted Liens) imposed by or arising under any Environmental Law, and there is no Action pending or, threatened in writing for imposition of any such material Lien;
(c) during the last three years, the Company has not received any written communication from (i) any Environmental Authority that such Governmental Entity is undertaking an investigation that may give rise to Environmental Liability to the Company or (ii) any Environmental Authority or Person alleging that the Company is in violation of any Environmental Law or Environmental Authorization or subject to Environmental Liabilities and, to the Company’s knowledge as of the date hereof, there is no reasonable basis for any such investigation, violation or Environmental Liabilities;
(d) (i) the Company has not been named, identified or alleged in any written notice or claim received by the Company to be a responsible party or a potentially responsible party under CERCLA or any state Law based on, or analogous to, CERCLA and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently Company does not have any Environmental Liability, in each such case, for the disposal or Release of Hazardous Substances at any site that is not owned or operated by leased;
(e) there is no Action arising under Environmental Laws pending against the Company and its Subsidiaries (including soilsnor, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither knowledge of the Company nor Company, is any of its Subsidiaries has received any noticesuch Action threatened in writing, demandin each such case, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could would reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on give rise to an Environmental Liability;
(f) to the ownership, use or transfer of any property knowledge of the Company, the Company or any of its Subsidiaries has not (except as permitted pursuant to any Environmental Authorization) Released any Hazardous Substances that require, as of the date hereof, reporting, investigation, cleanup, removal, or remedial or responsive action or, as of the date hereof, otherwise would reasonably be expected to give rise to an Environmental Liability under Environmental Law.;
(bg) For purposes except for transfer or reissuance of Environmental Authorizations necessary to operate the Company’s business, the Transactions do not require the pre-Closing consent or pre-approval of any Environmental Authority under Environmental Laws or Environmental Authorizations; and
(h) the Company is not subject to any Order arising under or imposed by, or party to an agreement with any Person obligating the Company to take remedial action, or pay costs thereof, for cleanup of contamination under, any Environmental Law. Notwithstanding any other provisions of this AgreementAgreement to the contrary, "the representations and warranties made in this Section 3.12 and the representations and warranties made in Sections 3.5(a) and 3.6(a) (to the extent the Company Reports and the Company’s financial statements relate to or address environmental matters) are the sole and exclusive representations and warranties made by the Company in this Agreement with respect to Hazardous Substances, Environmental Law" means any lawLiabilities, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health Environmental Laws and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyEnvironmental Authorizations.
Appears in 2 contracts
Sources: Merger Agreement (Southern Co), Merger Agreement (Agl Resources Inc)
Environmental Matters. (a) Except as disclosed in The properties, operations and activities of the Company SEC Reports filed prior to the date and its subsidiaries have at all times been for all applicable periods of this Agreement and except for such matters which, individually or in the aggregate, have not hadlimitation, and are not reasonably likely to have a Company Material Adverse Effect: are, in material compliance with all applicable Environmental Laws and Environmental Permits (ieach as defined below); (b) the Company and each of its Subsidiaries has complied with, subsidiaries and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by and operations of the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) subsidiaries are not contaminated subject to any pending or, to the knowledge of the Company, threatened Action under any Environmental Law, including without limitation with respect to any present or former operations, facilities or subsidiaries; (c) there has been no release of any Hazardous Substances Materials (as defined in Section 3.12(c)); (iiibelow) into the properties formerly owned or operated environment by the Company or its subsidiaries, and there are no Hazardous Materials present at, on, under, within or which have migrated from, any properties of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiariessubsidiaries; and (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (vd) neither the Company nor any of its Subsidiaries have released subsidiaries (x) has received any Hazardous Substance to written notice that the environment; (vi) neither the Company nor Company, any of its Subsidiaries subsidiaries or any of their respective present or former operations, facilities or subsidiaries is or may be a potentially responsible party or otherwise liable in connection with any site used for the disposal of or otherwise containing Hazardous Materials, or (y) has received disposed of, arranged for the disposal of, or transported any notice, demand, letter, claim Hazardous Materials to any site which is listed on the U.S. Environmental Protection Agency’s National Priorities List or request for information alleging that which is otherwise subject to remediation or investigation. The Company and its subsidiaries have made available to Parent all material internal and external environmental audits and reports (in each case relevant to the Company or any of its Subsidiaries may be subsidiaries) in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property possession of the Company or any its subsidiaries. The term “Environmental Laws” means all Laws relating to pollution or protection of its Subsidiaries pursuant human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, Laws relating to any Environmental Law.
emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or industrial, toxic or hazardous substances or wastes (bcollectively, “Hazardous Materials”) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of into the environment, human health and safetyor otherwise relating to the manufacture, or natural resourcesprocessing, (B) the handlingdistribution, use, presencetreatment, storage, disposal, release transport or threatened release handling of any Hazardous Substance Materials, as well as all authorizations, codes, decrees, demands or (C) noisedemand letters, odorinjunctions, wetlandsjudgments, pollutionlicenses, contamination notices or any injury or threat of injury to persons or property.notice letters, orders, permits,
Appears in 2 contracts
Sources: Merger Agreement (Infousa Inc), Merger Agreement (Onesource Information Services Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have would not had, and are not be reasonably likely to have a Company Material Adverse Effectmaterial adverse effect change in the business, operations, properties, prospects, assets, or condition of the Issuer: (i) the Company and each of its Subsidiaries to Issuer’s knowledge, Issuer has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b4.8(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soilsto Issuer’s knowledge, groundwater, surface water, buildings or other structures) are Issuer is not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property any third party property; (iii) to Issuer’s knowledge, Issuer has not been associated with any release or threat of release of any third partyHazardous Substance; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries Issuer has not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries Issuer may be in violation of, of or liable under or have obligations under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries Issuer is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity governmental entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company or any of its Subsidiaries Issuer that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries Issuer pursuant to any Environmental Law.
(b) For purposes of this Agreement, "the term “Environmental Law" ” means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Contango Oil & Gas Co), Securities Purchase Agreement (Contango Oil & Gas Co)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement Schedule 2.16 and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)below); (ii) there is no Hazardous Substance (as defined below) present on any of the properties currently owned or operated by the Company; (iii) there has been no release, discharge or disposal of Hazardous Substance by the Company on or from any of the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, air, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iiiiv) during the periods that they were owned or operated by the Company , there was no Hazardous Substance present on any of the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or Company; (v) during the period periods that they were owned or operated by the Company, there was no release, discharge or disposal of ownership or operation Hazardous Substance by the Company or or, to the Company’s knowledge, by any other Person on any of its Subsidiariesthe properties formerly owned or operated by the Company; (ivvi) neither the Company nor its Subsidiaries are is not subject to liability for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the property atmosphere or water); (vii) the Company has not been associated with any release or threat of release of any third partyHazardous Substance; (vviii) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; and (viiix) neither the Company nor any of its Subsidiaries is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of As used in this Agreement, "the term “Environmental Law" ” means any presently enacted federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, ; (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Global Logistics Acquisition CORP), Stock Purchase Agreement (CS China Acquisition Corp.)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)); (ii) --------------- the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties --------------- formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released has caused or contributed to any release or threat of release of any Hazardous Substance to the environmentin violation of any Environmental Law; (vi) neither the Company nor any of its Subsidiaries has received in writing from any Governmental Entity any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity (other than those of general applicability), or is subject to any indemnity or other agreement with any third party relating in either case to liability under any Environmental Law or relating to for release of Hazardous Substances; and (viii) to the knowledge of Company, there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to will, solely with the passage of time, imminently result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the a Company or any of its Subsidiaries Material Adverse Effect pursuant to any Environmental Law.
(b) For purposes of this AgreementAs used herein, the term "Environmental Law" means any ----------------- federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (Bii) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance Substance, or (Ciii) noise, odor, wetlands, pollutionpollution or contamination.
(c) As used herein, contamination or any injury or threat of injury to persons or property.the term "Hazardous Substance" means: -------------------
Appears in 2 contracts
Sources: Merger Agreement (Wadhwani Romesh), Merger Agreement (Aspect Development Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: Effect on U S WEST, or would not otherwise require disclosure pursuant to the Securities Act, or are listed on Schedule 5.13 hereto, (i) the Company and each of U S WEST and its Subsidiaries has complied with, and is not in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b)below); (ii) the properties currently owned or operated by the Company and it or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)below); (iii) Hazardous Substances were not present, disposed, released or otherwise deposited on, under, at or from the properties formerly owned or operated by the Company it or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company it or any of its Subsidiaries; (iv) neither the Company it nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company it nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company it nor any of its Subsidiaries has received any notice, demand, threat, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); (vii) neither the Company it nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental or Regulatory Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company it or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (U S West Inc /De/), Merger Agreement (Global Crossing LTD)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to Section 4.10 of the date of this Agreement Disclosure Schedule and except for such matters whichthat, individually alone or in the aggregate, have not had, and are not reasonably likely to have a Company PEO Material Adverse Effect: (i) to the Company Knowledge of PIE, the PEO Business and each of its Subsidiaries has the PEO Group have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) to the Knowledge of PIE, the properties currently owned by or operated by for the Company PEO Business and its Subsidiaries the PEO Group (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))requiring remediation under applicable Environmental Laws; (iii) to the Knowledge of PIE, the properties formerly owned or operated by for the Company or any of its Subsidiaries PEO Business were not contaminated by the PEO Business with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its SubsidiariesPEO Business requiring remediation under applicable Environmental Laws; (iv) neither to the Company nor its Subsidiaries are Knowledge of PIE, the PEO Group is not subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries PEO Business and the PEO Group have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has not received any notice, demand, letter, claim or request for information alleging that the Company PEO Business or any of its Subsidiaries the PEO Group may be in violation of, of or liable under or have obligations under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is PEO Business and the PEO Group are not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) to the Knowledge of PIE, there are no circumstances or conditions involving the Company PEO Business, the PEO Assets or any of its Subsidiaries the PEO Group that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of used in the Company PEO Business or any of its Subsidiaries pursuant to any Environmental Lawby the PEO Group.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Combination Agreement (Fei Co), Combination Agreement (Philips Electronics N V)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have have, a Company Otic Pharma Material Adverse Effect: :
(i) the Company Otic Pharma and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)); Laws;
(ii) the properties currently owned owned, leased or operated by the Company Otic Pharma and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); Substances;
(iii) the properties formerly owned owned, leased or operated by the Company Otic Pharma or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership ownership, use or operation by the Company Otic Pharma or any of its Subsidiaries; ;
(iv) neither the Company Otic Pharma nor any of its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; and
(v) neither the Company Otic Pharma nor any of its Subsidiaries have released any Hazardous Substance to into the environment; .
(vib) As of the date of this Agreement, neither the Company Otic Pharma nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company Otic Pharma or any of its Subsidiaries may be in violation of, liable under or have obligations under under, any Environmental Law; .
(viic) neither the Company Neither Otic Pharma nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(bd) For purposes of this Agreement, "the term “Environmental Law" ” means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, safety or natural resources, (Bii) the handling, use, storage, treatment, presence, disposal, release or threatened release of any Hazardous Substance or (Ciii) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Share Purchase Agreement (Tokai Pharmaceuticals Inc), Share Purchase Agreement (Tokai Pharmaceuticals Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed with or furnished to the SEC prior to the date of this Agreement hereof and except for such matters whichthat, individually or in the aggregate, have would not had, and are not be reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Arrangement: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties no property currently owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances Substance (as defined in Section 3.12(c6.10))) which could reasonably be expected to require remediation pursuant to any Environmental Law; (iii) the properties no property formerly owned or operated by the Company or any of its Subsidiaries were not was contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership or operation by the Company or which contamination could reasonably be expected to require remediation pursuant to any of its SubsidiariesEnvironmental Law; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released is liable for any Hazardous Substance to the environmentdisposal or contamination on any third party property; (viv) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions or other arrangements with any Governmental Entity or is subject to any injunction, indemnity or other agreement with any Governmental Entity or third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aviii) the protectionCompany has made available to Parent copies of all material environmental reports, investigation studies, assessments, sampling data and other environmental documents in its possession relating to Company or restoration of the environment, human health its Subsidiaries or their respective current and safety, former properties or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyoperations.
Appears in 2 contracts
Sources: Combination Agreement (Donnelley R R & Sons Co), Combination Agreement (Moore Wallace Inc)
Environmental Matters. (ai) Except in each case, as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichwould not, individually or in the aggregate, have not had, and are not reasonably likely be expected to have a Company Material Adverse Effect: (i) , the Company and each of its Subsidiaries has have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties no property currently owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance; (iii) the properties no property formerly owned or operated by the Company or any of its Subsidiaries were not was contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership or operation by the Company or any of its Subsidiariesoperation; (iv) neither the Company nor any of its Subsidiaries are is subject to any liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim demand or request for information letter alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) to the knowledge of the Company, there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claimsmaterial claim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. The Company has made available to Parent copies of all material environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to the Company or its Subsidiaries or their respective current and former properties or operations.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (Medicis Pharmaceutical Corp), Merger Agreement (Valeant Pharmaceuticals International, Inc.)
Environmental Matters. (a) Except as disclosed in the Company SmartForce SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have have, a Company SmartForce Material Adverse Effect: :
(i) the Company SmartForce and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)); Laws;
(ii) the properties currently owned owned, leased or operated by the Company SmartForce and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); Substances;
(iii) the properties propertiesI formerly owned owned, leased or operated by the Company SmartForce or any of ofI its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership ownership, use or operation by the Company SmartForce or any of its Subsidiaries; ;
(iv) neither the Company SmartForce nor any of its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; ;
(v) neither the Company SmartForce nor any of its Subsidiaries have released any Hazardous Substance to into the environment; ;
(vi) neither the Company SmartForce nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company SmartForce or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; ;
(vii) neither the Company SmartForce nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and and
(viii) there are no circumstances or conditions involving the Company or SmartForce, any of its Subsidiaries or any of their respective properties that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company SmartForce or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (Smartforce Public LTD Co), Merger Agreement (Skillsoft Corp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichwould not reasonably be expected, individually or in the aggregate, have not had, and are not reasonably likely to have result in a Company Material Adverse Effect: :
(i) the The Company and each of its Subsidiaries has complied withare, and is not for the past five years, have been in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties no property currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not is contaminated with any Hazardous Substances prior Substance in violation of or as would reasonably be expected to or during the period of ownership or operation by result in liability to the Company or any of its SubsidiariesSubsidiary under any Environmental Law; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (viii) neither the Company nor any of its Subsidiaries have released is liable for any Hazardous Substance to the environmentdisposal or contamination on any third-party property; (viiv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to any obligation or liability under any Environmental LawLaw which has not been fully resolved; (viiv) neither the Company nor any of its Subsidiaries is subject a party to any orders, decrees, injunctions Order or other arrangements agreement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability any obligations or liabilities under any Environmental Law or relating to Hazardous Substances; and (viiivi) to the Knowledge of the Company there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, obligation, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes The Company made available to Parent, correct and complete copies of this Agreementall material environmental reports, "Environmental Law" means any lawstudies, regulationassessments, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) and sampling data in the protection, investigation or restoration possession of the environment, human health and safety, Company relating to the Company or natural resources, (B) the handling, use, presence, disposal, release its Subsidiaries or threatened release of any Hazardous Substance their respective current or (C) noise, odor, wetlands, pollution, contamination former properties or any injury or threat of injury to persons or propertyoperations.
Appears in 2 contracts
Sources: Merger Agreement (United Rentals, Inc.), Merger Agreement
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are would not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (Flycast Communications Corp), Merger Agreement (Cmgi Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries has --------------------- have complied with, and is not in violation of, any all material respects at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) to the properties Company's Knowledge, no property currently or formerly owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not has been contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance; (iii) to the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) Company's Knowledge, neither the Company nor any of its Subsidiaries have released is subject to any liability for Hazardous Substance disposal or contamination on any third party property; (iv) to the Company's Knowledge, neither the Company nor any of its Subsidiaries is subject to liability for any release or threat of release of any Hazardous Substance to the environmentSubstance; (viv) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging indicating that the Company or any of its Subsidiaries it may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law Law; (vii) to the Company's Knowledge, none of the properties of the Company or relating to Hazardous Substancesany of its Subsidiaries contain any underground storage tanks, asbestos-containing material, lead products, or polychlorinated biphenyls; and (viii) to the Company's Knowledge, there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property in connection with any Environmental Law; and (ix) the Company has delivered to Parent copies of all environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury of their current or threat of injury to persons former properties or propertyoperations.
Appears in 2 contracts
Sources: Merger Agreement (Dupont E I De Nemours & Co), Merger Agreement (Dupont E I De Nemours & Co)
Environmental Matters. (ai) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichwould not, individually or in the aggregate, have not had, and are not reasonably likely be expected to have a Company Material Adverse Effect: , (ia) each of the Company and each of its Subsidiaries has complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (iib) the properties currently owned owned, leased or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iiic) the properties formerly owned owned, leased or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership ownership, tenancy or operation by the Company or any of its Subsidiaries; (ivd) neither the Company nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partythird-party property; (ve) neither the Company nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vif) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); (viig) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiih) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law; and (i) the Company has delivered to Parent copies of all environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to Company or its Subsidiaries or their respective current and former properties or operations.
(bii) For purposes of this AgreementExcept as would not reasonably be expected to have a Company Material Adverse Effect, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration each of the environmentCompany’s products does and has complied with any and all applicable Laws pertaining to the presence (or absence) of specified substances in electrical or electronic or other products; registration or notification of chemical substances in products; labeling of product or product packaging as respects product content or as respects health, human health safety or environmental effects or attributes or as respects required end-of-life handling or disposition of products or product packaging; and safetycoverage and payment of fees under an approved scheme for end-of-life, return and recycling of products or natural resourcesof product packaging. Without limiting the foregoing, to the Company’s knowledge each of the products sold by the Company in the European Union meets, in all material respects, the restrictions of the European Union’s Directive 2002/95/EC on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (Bthe “RoHS Directive”) and the handlingEuropean Union’s Directive 2002/96/EC on Waste Electrical and Electronic Equipment (as amended by European Directive 2003/108/EC) (“WEEE Directive”). To the Company’s knowledge, usethe products currently sold by the Company fully comply with the requirements of the RoHS Directive and WEEE Directive, presenceincluding any amending directives thereto, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyand are applicably marked.
Appears in 2 contracts
Sources: Merger Agreement (Verifone Systems, Inc.), Merger Agreement (Hypercom Corp)
Environmental Matters. (a) Except as disclosed Each Acquired Company is and has been in compliance in all material respects with all applicable Environmental Laws and no current lessee of any property leased, owned or controlled by the Acquired Companies has received any written notice from a Governmental Body that alleges that such current lessee of any Acquired Company SEC Reports filed prior has been in violation of or is subject to liability under, in any material respect, any Environmental Law. Neither the date of this Agreement and except for such matters whichCompany, individually or in the aggregatenor any other Acquired Company, have not had, and are not reasonably likely to have has received any written notice from a Governmental Body that alleges that any Acquired Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not been in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is subject to liability for under, in any Hazardous Substance disposal or contamination material respect, any Environmental Law. Except set forth on Part 3.18(a) of the property of any third party; (v) Company Disclosure Schedule, neither the Company nor any other Acquired Company has installed or used any of the following in connection with its Subsidiaries have released business and none of the following is present at the Leased Real Property: (i) underground or aboveground storage tanks; (ii) any landfill, wastewater impoundment or other unit for the treatment, storage or disposal of Hazardous Substance to the environmentMaterials; (iii) filled wetlands; (iv) polychlorinated biphenyls; (v) toxic mold; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim lead-based paint; or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither asbestos-containing materials. There has not been any Release of Hazardous Materials at, on, under or from the Company nor Leased Real Property. The Acquired Companies have not disposed of or recycled, or arranged for the disposal or recycling of any Hazardous Material at any third party property that is reasonably likely to result in material liability to the Acquired Companies. None of its Subsidiaries the Acquired Companies is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party Body relating to liability or obligations under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes The Acquired Companies have delivered to Parent or Parent’s Representatives prior to the date of this AgreementAgreement copies of all environmental assessments, "reports, studies, memoranda, sampling data, audits and all material documents in their possession that relate to their compliance with, or liability under, Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law Laws or agency requirement the environmental condition of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyLeased Real Property.
Appears in 2 contracts
Sources: Merger Agreement (Anadigics Inc), Merger Agreement (Anadigics Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have would not had, and are not reasonably likely to have result in a Company Material Adverse Effect: :
(i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for has received (A) any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor written notice alleging that any of its Subsidiaries have released them has not complied with applicable Environmental Laws or (B) any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; ;
(viiii) neither the Company nor any of its Subsidiaries has received a written notice that it is subject to liability for any Hazardous Substance disposal or contamination;
(iii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, decrees or injunctions or other arrangements with issued by any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law Law;
(iv) to the knowledge of the Company, the Company and its Subsidiaries are, and at all prior times were, in compliance with all applicable Environmental Laws; and
(v) to the knowledge of the Company, Hazardous Substances have not been generated, transported, treated, stored, disposed of, arranged to be disposed of or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving released by the Company or any of its Subsidiaries that could reasonably be expected to result in at, on, from or under any claimsof the properties or facilities currently or formerly owned, liability, obligations, investigations, costs leased or restrictions on the ownership, use or transfer of otherwise used by any property of the Company and its Subsidiaries in violation of, or in a manner or to a location that would give rise to liability to any of the Company and its Subsidiaries pursuant to under or relating to, any Environmental LawLaws.
(b) For purposes of this Agreement, "the term “Environmental Law" ” means any law, statute, regulation, rule, judgment, order, decreedecree or permit requirement of, permitor issued by, authorization, opinion, common law or agency requirement of any jurisdiction Governmental Entity relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (Bii) the handling, use, presencestorage, treatment, transport, disposal, release or threatened release of any Hazardous Substance or (Ciii) noise, odor, wetlands, pollution, contamination odor or any injury or threat of injury to persons or propertywetlands protection.
Appears in 2 contracts
Sources: Merger Agreement (Concerto Software Inc), Merger Agreement (Aspect Communications Corp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichwhich would not, individually or in the aggregate, have not had, and are not reasonably likely be expected to have result in a Company Material Adverse Effect: material adverse effect on the Company:
(i) the The Company and each of its Subsidiaries has complied with, and is not subsidiaries are in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) neither the properties currently owned Company nor any of its subsidiaries has received any written communication from any person or operated governmental entity that alleges that the Company or any of its subsidiaries are not in compliance with applicable Environmental Laws; and (iii) there have not been any Releases in any reportable quantity, or in violation of any Environmental Law, of Hazardous Substances by the Company and or any of its Subsidiaries (including soilssubsidiaries, groundwateror, surface waterby any other party, buildings at any property currently or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned owned, leased or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or subsidiaries that occurred during the period of ownership the Company's or any of its subsidiaries' ownership, lease or operation of such property or, to the knowledge of the Company and its subsidiaries, prior thereto, and no property now or previously owned or leased by the Company or any subsidiary is listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or on any similar state list of sites requiring investigation or clean-up.
(B) The Company and its subsidiaries have all Environmental Permits necessary for the conduct and operation of their business, and all such permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval, and the Company and its subsidiaries are in compliance with all terms and conditions of all such Environmental Permits and are not required to make any expenditure in order to obtain or renew any Environmental Permits.
(C) There are no Environmental claims pending or, to knowledge, threatened, against the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for subsidiaries, or against any Hazardous Substance disposal real or contamination on the personal property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging operation that the Company or any of its Subsidiaries may be in violation ofsubsidiaries owns, liable leases or manages.
(D) Except as set forth on Section 3.13(d) of the Company Disclosure Schedules, neither the Company, any of its subsidiaries, nor, to the knowledge of the Company and its subsidiaries, any prior owner or lessee of any property now or previously owned or leased by the Company or any subsidiary, has handled any Hazardous Substance on any property now or previously owned or leased by the Company or any subsidiary; and, without limiting the foregoing, to the knowledge of the Company, (i) no polychlorinated biphenyl is or has been present, (ii) no asbestos is or has been present, and (iii) there are no underground storage tanks, active or abandoned.
(E) Neither the Company nor any subsidiary has transported or arranged for the transportation of any Hazardous Substance to any location which is the subject of any Action that could lead to claims against Parent, Merger Sub, the Company or any subsidiary for clean-up costs, remedial work, damages to natural resources or personal injury claims, including, but not limited to, claims under CERCLA.
(F) There are no Liens arising under or have obligations under pursuant to any Environmental Law; (vii) Law on any real property owned or leased by the Company or any subsidiary, and no action of any Governmental Authority has been taken or, to the knowledge of the Company and the subsidiaries, is in process which could subject any of such properties to such Liens, and neither the Company nor any subsidiary would be required to place any notice or restriction relating to the presence of its Subsidiaries is subject any Hazardous Substance at any property owned by it in any deed to any orderssuch property.
(G) There have been no environmental investigations, decreesstudies, injunctions audits, tests, reviews or other arrangements with any Governmental Entity analyses conducted by, or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there which are no circumstances or conditions involving in the possession of, the Company or any of its Subsidiaries that could reasonably be expected subsidiary in relation to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of or facility now or previously owned or leased by the Company or any subsidiary which have not been delivered to Parent prior to the execution of its Subsidiaries pursuant to any Environmental Lawthis Agreement.
(bH) For purposes of As used in this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.:
Appears in 2 contracts
Sources: Merger Agreement (Enhance Biotech Inc), Merger Agreement (Enhance Biotech Inc)
Environmental Matters. (a) Except as disclosed in the Company Parent SEC Reports filed prior to the date of this Agreement and except for such matters whichReports, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (ia) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company Parent and its Subsidiaries (including soilsare in compliance in all material respects with federal, groundwaterstate, surface waterlocal and foreign Laws and regulations relating to Materials of Environmental Concern, buildings or otherwise relating to Environmental Laws, and including, but not limited to, compliance with any Parent Permits or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))governmental authorizations or the terms and conditions thereof; (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (ivb) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company Parent nor any of its Subsidiaries has received any communication or notice, demandwhether from a governmental authority or otherwise, letter, claim alleging any violation of or request for information alleging that the Company noncompliance with any Environmental Laws by Parent or any of its Subsidiaries may be in violation offor which it is responsible, liable under and there is no pending or have obligations under threatened claim, action, investigation or notice by any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any ordersperson or entity alleging potential liability for investigatory, decreescleanup or governmental response costs, injunctions or other arrangements with any Governmental Entity natural resources or is subject to any indemnity property damages, or other agreement with any third party personal injuries, attorney's fees or penalties relating to liability under any Environmental Law Claims, except where such Environmental Claims would not have a Parent Material Adverse Effect or relating to Hazardous Substancesotherwise require disclosure in the Parent SEC Reports; and (viiic) there are no past or present facts or circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on form the ownership, use or transfer basis of any property of the Company Environmental Claim against Parent or any of its Subsidiaries pursuant to or against any person or entity whose liability for any Environmental Claim Parent has retained or assumed either contractually or by operation of Law.
(b) For purposes , except where such Environmental Claim, if made, would not have a Parent Material Adverse Effect or otherwise require disclosure in the Parent SEC Reports. Parent has provided to the Company all third party, non-privileged assessments, reports, data, results of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law investigations or agency requirement audits in the possession of any jurisdiction relating to: (A) Parent regarding environmental matters pertaining to the protection, investigation or restoration environmental condition of the environment, human health business of Parent and safetyits Subsidiaries, or natural resources, the compliance (Bor noncompliance) the handling, use, presence, disposal, release by Parent or threatened release of its Subsidiaries with any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyEnvironmental Laws.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Visx Inc), Merger Agreement (Advanced Medical Optics Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries has complied with, and is not are in violation of, any compliance with applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) to the properties currently owned or operated by the Company and its Subsidiaries Company's knowledge, no real property (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties currently or formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to Subsidiaries, or during the period of ownership or operation by any property in which the Company or any of its SubsidiariesSubsidiaries has held a security interest, Lien or a fiduciary or management role ("Company Loan Property"), has been contaminated with, or has had any release of, any Hazardous Substance except in compliance with Environmental Laws; (iii) to the Company's knowledge, neither the Company nor any of its Subsidiaries could be deemed the owner or operator of, or has participated in the management regarding Hazardous Substances of, any Company Loan Property which has been contaminated with, or has had any release of, any Hazardous Substance except in compliance with Environmental Laws; (iv) to the Company's knowledge, neither the Company nor any of its Subsidiaries are subject to has any liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, demand letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under liability under, any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity injunction or other agreement with any Governmental Authority or any third party relating to liability under any Environmental Law or relating Law; (vii) to Hazardous Substances; and (viii) the Company's knowledge, there are no circumstances or conditions (including the presence of asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning, or automotive services) involving the Company or any of its Subsidiaries Subsidiaries, any currently or formerly owned or operated property, or any Company Loan Property, that could reasonably be expected to result in any claims, liability, obligations, investigations, costs liability or restrictions on the ownership, use or transfer of any property of investigations against the Company or any of its Subsidiaries Subsidiaries, result in any restrictions on the ownership, use, or transfer of any property pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement adversely affect the value of any jurisdiction relating to: Company Loan Property; and (Aviii) the protectionCompany has Previously Disclosed or made available to Parent copies of all environmental reports, investigation studies, sampling data, correspondence and filings in its possession or restoration of reasonably available to it relating to the environmentCompany, human health its Subsidiaries and safety, any currently or natural resources, (B) the handling, use, presence, disposal, release formerly owned or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination operated property or any injury or threat of injury to persons or propertyCompany Loan Property.
Appears in 2 contracts
Sources: Merger Agreement (Banknorth Group Inc/Me), Merger Agreement (American Financial Holdings Inc)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichas, individually or in the aggregate, have has not had, had and are would not reasonably likely be expected to have a Company JBG Material Adverse Effect, or as set forth in Section 4.17 of the JBG Disclosure Letter: (ia) with respect to the Company and each of its Subsidiaries has complied withJBG Included Assets, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company such JBG Party and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated in compliance with any Hazardous Substances (as defined in Section 3.12(c))all Environmental Laws; (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (ivb) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company such JBG Party nor any of its Subsidiaries has received any written notice, demand, letter, letter or claim or request for information alleging that the Company such JBG Party or any of its Subsidiaries may be is in violation of, or liable under or have obligations under under, any Environmental LawLaw or with respect to Hazardous Substances or that any judicial, administrative or compliance order has been issued against such JBG Party or any of its Subsidiaries, in each case, which remains unresolved and which relates to any of the JBG Included Assets; and (viic) neither the Company such JBG Party nor any of its Subsidiaries is subject has entered into or agreed to any orders, decrees, injunctions consent decree or other arrangements with any Governmental Entity order or is subject to any indemnity judgment, decree or judicial, administrative or compliance order relating to compliance with Environmental Laws, Environmental Permits or the investigation, claim, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Substances and no investigation, litigation or other agreement with any third party relating proceeding is pending or, to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company knowledge of such JBG Party, threatened against such JBG Party or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to under any Environmental Law, in each case, that relates to the JBG Included Assets. This Section 4.17 contains the exclusive representations and warranties of such JBG Party with respect to environmental matters.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Master Transaction Agreement (JBG SMITH Properties), Master Transaction Agreement (Vornado Realty Lp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries has complied withis, and is not has been since January 1, 2003, in violation ofcompliance in all material respects with all applicable federal, any applicable state and local Laws relating to protection of the environment (collectively, "Environmental Laws Laws").
(as defined in Section 3.12(b)); (iib) the properties currently owned or operated by the Company and its Subsidiaries (including soilsSince January 1, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) 2003 neither the Company nor any of its Subsidiaries has received written notice of, and, to the knowledge of the Company, it is not subject of, any noticeactions, demandclaims, letterinvestigations, claim demands, or request for information notices by any Person alleging that liability under or non-compliance with any Environmental Law.
(c) To the knowledge of the Company, there has not been, and there is no Environmental Condition, on or under the Business Premises. As to each location where the Company or any of its Subsidiaries may be in violation ofconducts its business or performs services (collectively, liable under the "Business Premises"), (i) no Hazardous Materials have been Released in, on, under, from, to or have obligations under any Environmental Law; (vii) neither through the Business Premises, either by the Company nor any or one of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving at the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property request of the Company or any one of its Subsidiaries, or by an agent, employee or contractor of the Company or one of its Subsidiaries, except in accordance with applicable Law; (ii) none of the Material Contracts, directly or indirectly, requires the Company or one of its Subsidiaries pursuant to conduct environmental remediation or to remove Hazardous Materials from the Business Premises in connection with any such environmental remediation; and (iii) to the knowledge of the Company each Business Premises is in compliance with all health and safety Environmental Requirements pertaining to employee safety at job sites and otherwise.
(d) True and complete copies of material reports and investigations (including sample reports or similar information) conducted at the request of the Company or one of its Subsidiaries with respect to any Environmental LawSubject Matter that relates to the Business Premises, including those related to the emission or disposition of radioactive materials used in connection with the practice of dentistry, have been provided to the Investor.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Investment Agreement (Emcore Corp), Investment Agreement (Worldwater & Power Corp)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b3.13(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c3.13(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its SubsidiariesCompany; (iv) neither the Company nor its Subsidiaries are is not subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have has not released any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries has not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity Authority or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.
(b) For purposes of this AgreementAs used herein, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (Bii) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (Ciii) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (Curis Inc), Merger Agreement (Creative Biomolecules Inc)
Environmental Matters. (aA) Except as disclosed in the Company SEC Reports filed prior on Schedule 3.18 to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: Agreement:
(i1) the Company and each operations of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries comply in all material respects with Environmental, Health or Safety Requirements of Law;
(including soils2) the Company and its Subsidiaries have all material permits, groundwater, surface water, buildings licenses or other structuresauthorizations required under Environmental, Health or Safety Requirements of Law and are in material compliance with such permits;
(3) neither the Company, any of its Subsidiaries nor any of their respective present property or operations, or, to the Company’s or any of its Subsidiaries’ knowledge, any of their respective past property or operations, are not contaminated with subject to or the subject of, any Hazardous Substances investigation known to the Company or any of its Subsidiaries, any judicial or administrative proceeding, order, judgment, decree, settlement or other agreement respecting: (as defined in Section 3.12(c))A) any material violation of Environmental, Health or Safety Requirements of Law; (iiiB) any material remedial action; or (C) any material claims or liabilities arising from the properties formerly owned Release or operated by threatened Release of a Contaminant into the environment;
(4) there is not now, nor to the Company’s or any of its Subsidiaries’ knowledge has there ever been, on or in the property of the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior any landfill, waste pile, underground storage tanks, aboveground storage tanks, surface impoundment or hazardous waste storage facility of any kind, any polychlorinated biphenyls (PCBs) used in hydraulic oils, electric transformers or other equipment, toxic mold or any asbestos containing material that would result in material remediation costs or material penalties to or during the period of ownership or operation by the Company or any of its Subsidiaries; and
(iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi5) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim material Contingent Obligation in connection with any Release or request threatened Release of a Contaminant into the environment.
(B) For purposes of this Section 3.18 “material” means any noncompliance or other basis for information alleging that liability which could reasonably be likely to subject the Company or any of its Subsidiaries may be to liability, individually or in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or aggregate with each other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to basis for liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any this Section 3.18, in excess of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law$50,000,000.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Credit Agreement (EDGEWELL PERSONAL CARE Co), Credit Agreement (EDGEWELL PERSONAL CARE Co)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat would not, individually or in the aggregate, have not had, and are not reasonably be likely to have a Company Parent Material Adverse Effect: (i) the Company and each of Parent and its Subsidiaries has complied withcomplied, and is not in violation ofcompliance, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned owned, leased or operated by the Company and Parent or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) ("Parent Current Properties") are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) the properties formerly owned or operated by the Company Parent or any of its Subsidiaries ("Parent Former Properties") were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company Parent or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company Parent nor any of its Subsidiaries have released is subject to liability for the transportation, disposal or arranging for the transportation or disposal of any Hazardous Substance at any third party property; (v) there have been no releases or threatened releases of any Hazardous Substance (x) at any Parent Current Property or, to the environmentknowledge of Parent's executive officers, Parent Former Properties or (y) caused by Parent or any of its Subsidiaries at any third party property; (vi) neither the Company Parent nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Parent or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); (vii) neither the Company Parent nor any of its Subsidiaries is subject to any orders, decrees, decrees or injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous SubstancesLaw; and (viii) to the knowledge of Parent's executive officers, there are no circumstances or conditions involving the Company Parent or any of its Subsidiaries that could reasonably be expected likely to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company Parent or any of its Subsidiaries or on the ownership, use, or transfer of Parent Current Property or Parent Former Property, in each case, pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (Bellsouth Corp), Merger Agreement (At&t Inc.)
Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: Effect on Qwest, or would not otherwise require disclosure pursuant to the Securities Act, or are listed on Schedule 3.13 hereto (i) the Company and each of Qwest and its Subsidiaries has complied with, and is not in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b)below); (ii) the properties currently owned or operated by the Company and it or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)below); (iii) Hazardous Substances were not present, disposed, released or otherwise deposited on, under, at or from the properties formerly owned or operated by the Company it or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company it or any of its Subsidiaries; (iv) neither the Company it nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company it nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company it nor any of its Subsidiaries has received any notice, demand, threat, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); (vii) neither the Company it nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or Regulatory Authority or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company it or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law.
(b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (U S West Inc /De/), Merger Agreement (Qwest Communications International Inc)
Environmental Matters. (a) Except as disclosed in the Company Seller SEC Reports filed prior to the date of this Agreement hereof and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Seller Material Adverse Effect: (i) the Company Seller and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company Seller and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company Seller or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company Seller or any of its Subsidiaries; (iv) neither the Company Seller nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company Seller nor any of its Subsidiaries have released any Hazardous Substance to the environmentSubstance; (vi) neither the Company Seller nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Seller or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company Seller nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company Seller or any of its Subsidiaries that could reasonably be expected to result in any material claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries Seller pursuant to any Environmental Law.
(b) For purposes of this AgreementAs used herein, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.
Appears in 2 contracts
Sources: Merger Agreement (Learning Co Inc), Merger Agreement (Broderbund Software Inc /De/)