Compliance Liabilities Clause Samples
Compliance Liabilities. All activities of the Company have been, and are currently being, conducted in compliance with all applicable state, local or foreign laws, ordinances, regulations, interpretations, judgments, decrees, injunctions, permits, licenses, certificates, governmental requirements, orders, guidelines and other similar items of any court or other governmental entity. All Company indebtedness is listed on Scheduled 2.10 of the Disclosure Schedule. No event (including the Acquisition) has occurred or been alleged that is, or with the passing of any time or the giving of any notice, certificate, declaration or demand would become, an event of default under, or breach of, any of the terms of any loan, borrowing, debenture or financial facility of the Company or which would entitle any person to call for repayment prior to normal maturity.
Compliance Liabilities. Obligations to comply with, and all ---------------------- liabilities connected with or arising out of, the permits, licenses, exemptions, allowances, approvals and other items (including applications) listed in Schedule 2.1(c) (Specific Permits, Licenses and Variances) and --------------- other permits, licenses, exemptions, allowances and approvals obtained or required in connection with the Assets, including the obligations and liabilities arising from or related to emission and discharge allowances, any zoning, land use, building, construction, demolition, setback and subdivision permits, licenses, approvals and authorizations, and the obligation to cure any violation or default under any of the foregoing and pay any resultant penalties, irrespective of whether such violation or default arose or occurred prior to the Closing Date.
Compliance Liabilities. Obligations to comply with, ---------------------- and all liabilities connected with or arising out of, the permits, licenses, approvals and other items (including applications) listed in Schedule 2.1(d) and other permits, licenses, exemptions, allowances --------------- and approvals obtained in connection with the Purchased Assets, in each case relating to the period from and after the Closing Date.
Compliance Liabilities. Any and all liabilities and obligations arising out of or related to compliance after the Effective Date with (i) the Permits; (ii) Governmental Authority mandates, directives, orders, agreements, claims rights, actions, causes of actions, investigations, proceedings, suits and obligations of any kind related to the solid waste operations on the Landfill Land and/or the Facilities; and (iii) Applicable Law. Notwithstanding the foregoing, Assumed Liabilities shall not include Losses or Liabilities to the extent arising out of or caused by (1) any Closed County Landfill, including any leachate, landfill gas or Hazardous Substances at or released or migrating from any Closed County Landfill or (2), unless otherwise agreed in a writing subsequently signed by both parties hereto, Losses or Liabilities relating to the Compost Facility, Future Compost Facility, any other composting operation on the Landfill Land or Household Hazardous Waste Facility.
Compliance Liabilities. Obligations to comply with the Permits listed on Schedule 2.1(c).
Compliance Liabilities. Except as could not reasonably be expected to result in a Company Material Adverse Effect, (i) each Company Benefit Plan has been at all times operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code (including, without limitation, Section 409A of the Code), and (ii) with respect to the Company Benefit Plans, no event has occurred and, to the knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company could reasonably be subject to any material liability (other than for routine benefit liabilities) under the terms of, or with respect to, such Company Benefit Plans, ERISA, the Code or any other Law applicable to such Company Benefit Plans. All due contributions, premiums, or payments under or with respect to any Company Benefit Plans have been made.
Compliance Liabilities. Any and all Liabilities arising out of or related to compliance with Applicable Law relating to Contractor’s performance of this Agreement, including Financial Assurances. Notwithstanding the foregoing, Assumed Liabilities shall not include Losses or Liabilities to the extent arising out of or caused by (1) any Closed County Landfill, including any leachate, landfill gas or Hazardous Substances at or released or migrating from any Closed County Landfill or (2), unless otherwise agreed in a writing subsequently signed by both parties hereto, Losses or Liabilities relating to the Compost Facility, Future Compost Facility, any other composting operation on the Landfill Land or Household Hazardous Waste Facility.