Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (w) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (x) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (y) have not received notice of any actual or potential liability relating to the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and (z) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Insulet Corp), Underwriting Agreement (Insulet Corp), Underwriting Agreement (Insulet Corp)
Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, release or threat of human health and safety, the environment or release of hazardous or toxic substances or wastes, pollutants or contaminants materials (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal release or threat of release of hazardous materials, and have no knowledge of any event or toxic substances condition that would reasonably be expected to result in any such notice, (d) are not conducting or wastespaying for, pollutants in whole or contaminantsin part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, ; and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except except, in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Agency Agreement (Trinity Capital Corp), Sales Agency Agreement (Village Bank & Trust Financial Corp.), Sales Agency Agreement (Village Bank & Trust Financial Corp.)
Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”)) relating to the protection of the environment, natural resources or human health or safety, (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) are in compliance with all terms and conditions of any such permit, license or approval and (d) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws or for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the cases of (a) through (c), where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and (z) are not conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, Material Adverse Effect; and (ii) there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or relating compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to the Company or its subsidiaries, except in the case of each of (ithird parties) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would notwhich would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Azul Sa), Underwriting and Placement Agreement (Azul Sa)
Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, Release (as defined below) of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants Hazardous Materials (as defined below) (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, businesses and (yc) have not received written notice of liability under or relating to, or violation of, any actual or potential liability relating to Environmental Laws, including for the investigation or remediation of any disposal or release Release of hazardous or toxic substances or wastes, pollutants or contaminantsHazardous Materials, and (z) are not a party have no knowledge of any event or condition that would reasonably be expected to result in any order, decree or agreement that imposes any obligation or liability under any Environmental Lawsuch notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilitymatter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Baxalta Inc), Underwriting Agreement (Baxalta Inc)
Compliance with and Liability under Environmental Laws. Except as described in the Registration Statement and the Prospectus, (i) The the Company and its subsidiaries (wA) are are, and to the knowledge of the Company at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, Release (as defined below) or threat of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants Release of Hazardous Materials (as defined below) (collectively, “Environmental Laws”), (xB) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yC) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal Release or release threat of hazardous Release of Hazardous Materials, other than with respect to such notices as have been fully resolved and for which no costs, obligations or toxic substances damages remain, (D) are not conducting or wastespaying for, pollutants in whole or contaminantsin part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (zE) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, ; and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilitymatter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Portland General Electric Co /Or/), Equity Distribution Agreement (Portland General Electric Co /Or/)
Compliance with and Liability under Environmental Laws. The Issuers (i) The Company and its subsidiaries (w) are in compliance with any and all applicable federal, state, state and local laws and foreign laws, rules, regulations, requirements, decisions, judgments, decrees and orders regulations relating to the protection of human health and safetysafety (to the extent such health and safety relate to exposure to hazardous or toxic substances or wastes, pollutants or contaminants), the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (xii) have received and are in compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (y) have not received notice of any actual or potential liability relating to the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsbusinesses as they are currently being conducted, and (ziii) are not a party to in compliance with all terms and conditions of any ordersuch permit, decree license or agreement that imposes any obligation or liability under any Environmental Lawapproval, and (ii) there are no costs or liabilities associated except where such noncompliance with Environmental Laws of or relating to the Company or its subsidiariesLaws, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive such required permits, licenses or approvalsother approvals or failure to comply with the terms and conditions of such permits, licenses or cost or liability, as approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectChange. There are no costs or liabilities arising under Environmental Laws with respect to the operations or properties of the Issuers (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties, compliance with Environmental Laws, any permit, license or approval or any related legal constraints on operating activities, and any potential liabilities of third parties assumed under contract by the Issuers) that would, individually or in the aggregate, have a Material Adverse Change.
Appears in 2 contracts
Samples: Purchase Agreement (Midstates Petroleum Company, Inc.), Purchase Agreement (Midstates Petroleum Company, Inc.)
Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, Release or threat of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants Release of Hazardous Materials (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal Release or release threat of hazardous Release of Hazardous Materials, and have no knowledge of any event or toxic substances condition that would reasonably be expected to result in any such notice, (d) are not conducting or wastespaying for, pollutants in whole or contaminantsin part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except except, in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
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Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries Controlled Entities (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees and orders relating to pollution or the protection of the environment, natural resources or human health and or safety, including those relating to the environment generation, storage, treatment, use, handling, transportation, Release or hazardous or toxic substances or wastes, pollutants or contaminants threat of Release of Hazardous Materials (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals Governmental Authorizations required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal Release or release threat of hazardous Release of Hazardous Materials, and have no knowledge of any event or toxic substances condition that would reasonably be expected to result in any such notice, (d) are not conducting or wastespaying for, pollutants in whole or contaminantsin part, and investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilitymatter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.; and (iii) except as described the
Appears in 1 contract
Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, Release or threat of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants Release of Hazardous Materials (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal Release or release threat of hazardous Release of Hazardous Materials, and have no knowledge of any event or toxic substances condition that would reasonably be expected to result in any such notice, (d) are not conducting or wastespaying for, pollutants in whole or contaminantsin part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilitymatter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.; and (iii) except as
Appears in 1 contract
Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are are, and since the Company’s inception were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, Release or threat of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants Release of Hazardous Materials (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal Release or release threat of hazardous Release of Hazardous Materials, and have no knowledge of any event or toxic substances condition that would reasonably be expected to result in any such notice, (d) are not conducting or wastespaying for, pollutants in whole or contaminantsin part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilitymatter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.; and
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Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are are, and have been, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees and orders relating to the protection of human health and safety, the environment or hazardous natural resources, including those relating to the generation, storage, treatment, use, handling, transportation, Release or toxic substances or wastes, pollutants or contaminants threat of Release of Hazardous Materials (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to the investigation to, or remediation actual or potential violation of, any Environmental Laws, and have no knowledge of any disposal event or release of hazardous condition that would reasonably be expected to result in any such notice, (d) are not conducting or toxic substances paying for, in whole or wastesin part, pollutants any investigation, remediation or contaminantsother corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilitymatter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.; and (iii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a)
Appears in 1 contract