Common use of Compliance with and Liability under Environmental Laws Clause in Contracts

Compliance with and Liability under Environmental Laws. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries a) 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, orders and the common law relating to pollution or the protection of the environment or natural resources, including those relating to the generation, storage, treatment, use, handling, transportation, release or threat of release of hazardous materials, substances or waste (collectively, “Environmental Laws”), (b) 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, (c) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any release or threat of release of hazardous materials, substances or waste, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law.

Appears in 2 contracts

Samples: Costar Group Inc, Costar Group Inc

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Compliance with and Liability under Environmental Laws. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries (a) 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, orders and the common law relating to pollution or the protection of the environment or natural resources, including those relating to the generation, storage, treatment, use, handling, transportation, release or threat of release of hazardous materials, substances or waste (collectively, “Environmental Laws”), (b) 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, (c) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any release or threat of release of hazardous materials, substances or waste, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law.

Appears in 2 contracts

Samples: Costar Group, Inc., Costar Group, Inc.

Compliance with and Liability under Environmental Laws. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the (i) The Company and its subsidiaries (a) are, and at all prior times were, are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and the common law relating to pollution or the protection of the environment environment, natural resources or natural resourceshuman health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, release or threat Release (as defined below) of release of hazardous materials, substances or waste Hazardous Materials (as defined below) (collectively, “Environmental Laws”), (b) 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 (c) have not received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any release or threat Release of release of hazardous materials, substances or wasteHazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (dii) there are not conducting no costs or paying forliabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in whole the case of each of (i) and (ii) above, for any such matter, as would not, individually or in partthe aggregate, any investigation, remediation or other corrective action pursuant reasonably be expected to any Environmental Law at any location, and (e) are not have a party to any order, decree or agreement that imposes any obligation or liability under any Environmental LawMaterial Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Baxalta Inc), Underwriting Agreement (Baxalta Inc)

Compliance with and Liability under Environmental Laws. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the (a) The Company and its subsidiaries aSubsidiaries (i) are, and at all prior times were, except as disclosed in the Company SEC Filings, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and the common law relating to pollution or the protection of the environment environment, natural resources or natural resourceshuman health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, release or threat of release of hazardous materials, substances or waste materials (collectively, “Environmental Laws”), (bii) 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, (ciii) have not received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any release or threat of release of hazardous materials, substances or waste, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (div) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ev) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law.

Appears in 2 contracts

Samples: Securities Purchase Agreement (SK Ecoplant Co., Ltd.), Securities Purchase Agreement (Bloom Energy Corp)

Compliance with and Liability under Environmental Laws. Except as would notdisclosed in each of the Time of Sale Information and the Prospectus, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and its subsidiaries (a) 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, orders and the common law relating to pollution or the protection of the environment environment, natural resources or natural resourceshuman health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, release hazardous or threat of release of hazardous materials, toxic substances or waste wastes, pollutants or contaminants (collectively, “Environmental Laws”), (b) 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 as currently conducted and (c) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any release or threat of release of hazardous materials, or toxic substances or wastewastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying forexcept where, in whole each case, such noncompliance with Environmental Laws, failure to receive permits, licenses, certificates, authorizations or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation approvals or liability under any Environmental Lawwould not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Oshkosh Corp), Oshkosh Corp

Compliance with and Liability under Environmental Laws. Except as would not, individually or disclosed in the aggregateOffering Memorandum, have a Material Adverse Effect, (i) the Company and its subsidiaries (a) 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, orders and the common law relating to pollution or the protection of the environment environment, natural resources or natural resourceshuman health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, release hazardous or threat of release of hazardous materials, toxic substances or waste wastes, pollutants or contaminants (collectively, “Environmental Laws”), (b) 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 as currently conducted and (c) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any release or threat of release of hazardous materials, or toxic substances or wastewastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying forexcept where, in whole each case, such noncompliance with Environmental Laws, failure to receive permits, licenses, certificates, authorizations or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation approvals or liability under any Environmental Lawwould not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Oshkosh Corp), Purchase Agreement (Oshkosh Corp)

Compliance with and Liability under Environmental Laws. Except as would not, individually or disclosed in the aggregateRegistration Statement, have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus, (i) the Company and its subsidiaries (a) 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, orders and the common law relating to pollution or the protection of the environment environment, natural resources or natural resourceshuman health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, release hazardous or threat of release of hazardous materials, toxic substances or waste wastes, pollutants or contaminants (collectively, “Environmental Laws”), (b) 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 businessesbusinesses as currently conducted, (c) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any release or threat of release of hazardous materials, or toxic substances or wastewastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying forexcept where, in whole each case, such noncompliance with Environmental Laws, failure to receive permits, licenses, certificates, authorizations or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation approvals or liability under any Environmental Lawwould not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Oshkosh Corp)

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Compliance with and Liability under Environmental Laws. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the (i) The Company and its subsidiaries (a) are, and at all prior times were, are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, decrees and orders and the common law relating to pollution or the protection of the environment environment, natural resources or natural resourcespublic health, including those relating to the generation, storage, treatment, use, handling, transportation, release hazardous or threat of release of hazardous materials, toxic substances or waste wastes, pollutants or contaminants (collectively, “Environmental Laws”), (b) 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 (c) have not received written notice of any actual or potential liability under or relating to, or actual or potential violation of, to any Environmental Laws, including for the investigation or remediation of any release or threat of release of hazardous materials, substances or waste, and have no knowledge of any event or condition that would reasonably be expected to result in any such noticenotice and (ii) there are no costs or liabilities associated with Environmental Laws (including, for purposes of (dii) are not conducting only, common law relating to the environment or paying forto substances regulated pursuant to Environmental Laws) of or relating to the Company or its subsidiaries, except in whole the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses, certificates or other authorizations or approvals, or cost or actual or potential liability, as would not, individually or in partthe aggregate, any investigation, remediation or other corrective action pursuant reasonably be expected to any Environmental Law at any location, and (e) are not have a party to any order, decree or agreement that imposes any obligation or liability under any Environmental LawMaterial Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Plainscapital Corp)

Compliance with and Liability under Environmental Laws. Except as would not, individually or disclosed in the aggregateOffering Memorandum, have a Material Adverse Effect, (i) the Company and its subsidiaries (a) 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, orders and the common law relating to pollution or the protection of the environment environment, natural resources or natural resourceshuman health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, release hazardous or threat of release of hazardous materials, toxic substances or waste wastes, pollutants or contaminants (collectively, “Environmental Laws”), (b) 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 businessesbusinesses as currently conducted, (c) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any release or threat of release of hazardous materials, or toxic substances or wastewastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying forexcept where, in whole each case, such noncompliance with Environmental Laws, failure to receive permits, licenses, certificates, authorizations or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation approvals or liability under any Environmental Lawwould not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Oshkosh Corp)

Compliance with and Liability under Environmental Laws. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the (i) The Company and its subsidiaries (a) 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, orders and the common law relating to pollution or the protection of the environment environment, natural resources or natural resourceshuman health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, release Release (as defined below) or threat of release Release of hazardous materials, substances or waste Hazardous Materials (as defined below) (collectively, “Environmental Laws”), (b) 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, (c) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any release Release or threat of release Release of hazardous materials, substances or wasteHazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law.decree

Appears in 1 contract

Samples: Synovus Financial Corp

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