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

Compliance with and Liability under Environmental Laws. The Company, its Subsidiaries and, to the best knowledge of the Company after due inquiry, the Drilling Partnerships (i) are in compliance with any and all applicable foreign, federal, state and local laws, including common law, and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or other wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses (other than permits reasonably expected to be granted in the ordinary course with respect to exploration and development activities) and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, 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 compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 5 contracts

Samples: Underwriting Agreement (PDC Energy, Inc.), Underwriting Agreement (PDC Energy, Inc.), Underwriting Agreement (PDC Energy, Inc.)

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Compliance with and Liability under Environmental Laws. The Company, its Subsidiaries and, to the best knowledge of the Company after due inquiry, the Drilling Partnerships (i) The Company and its subsidiaries (a) are in compliance with any and all applicable foreign, federal, state state, local and local laws, including common law, foreign laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or other wastes, pollutants or contaminants (“Environmental Laws”), (iib) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses (other than permits reasonably expected to be granted in the ordinary course with respect to exploration and development activities) and (iiic) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually singly or in the aggregate, be reasonably likely to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package ; and the Prospectus, (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 properties, or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually singly or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Sales Agreement (NanoString Technologies Inc), Sales Agreement (NanoString Technologies Inc), Underwriting Agreement (NanoString Technologies Inc)

Compliance with and Liability under Environmental Laws. The Company, its Subsidiaries and, to the best knowledge of the Company after due inquiry, the Drilling Partnerships (i) are in compliance with any and all applicable foreign, federal, state and local laws, including common law, and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or other wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses (other than permits reasonably expected to be granted in the ordinary course with respect to exploration and development activities) and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, 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 compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Purchase Agreement (PDC Energy, Inc.), Purchase Agreement (PDC Energy, Inc.), Purchase Agreement (PDC Energy, Inc.)

Compliance with and Liability under Environmental Laws. (A) The Company, Company and its Subsidiaries and, to the best knowledge of the Company after due inquiry, the Drilling Partnerships subsidiaries (i) are in compliance with any and all applicable foreign, foreign and U.S. federal, state and local laws, including common lawregulations, requirements, decisions and orders relating to pollution, protection of the Environment, and regulations relating to the protection of human health and safety, safety (as such is affected by exposure to Hazardous Materials including those relating to the environment Release or hazardous or toxic substances or other wastes, pollutants or contaminants threat of Release of Hazardous Materials) (“Environmental Laws”), ; (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses (other than permits reasonably expected to be granted in the ordinary course with respect to exploration and development activities) own and operate their properties; (iii) are in compliance with all terms and conditions have not received notice of any actual or potential liability under, or actual or alleged violation of, any Environmental Law, including for investigation or remediation of any disposal or release of Hazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such permit, license or approvalnotice, except in each case where such noncompliance non-compliance with Environmental Laws, failure to receive or comply with required permits, licenses or other approvals approvals, liability or failure to comply with the terms and conditions of such permitsviolation, licenses or approvals would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Except ; and (B) except as disclosed set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, (i) there are no costs proceedings that are pending, or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities that are known by the Company to third parties) which would, individually or in the aggregate, have be threatened by a Material Adverse Effect.governmental entity,

Appears in 1 contract

Samples: Underwriting Agreement (Acushnet Holdings Corp.)

Compliance with and Liability under Environmental Laws. The Company, its Subsidiaries and, to Except as otherwise described in the best knowledge of the Company after due inquiryPricing Disclosure Package, the Drilling Partnerships Parent Guarantor and each of its subsidiaries is (i) are in compliance with any and all applicable foreign, federal, state and local laws, including common law, laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or other wastes, pollutants or contaminants (“Hazardous Substances”) or human health and safety (to the extent relating to exposure to Hazardous Substances) (“Environmental Laws”), (ii) have has received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their its respective businesses (other than permits reasonably expected to be granted in the ordinary course with respect to exploration and development activities) business and (iii) are is in compliance with all terms and conditions of any such permit, license or approval, except in the case of (i), (ii) and (iii) where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually singly or in the aggregate, have a Material Adverse Effect. Except as disclosed otherwise described in the Registration StatementPricing Disclosure Package, to the General Disclosure Package and the ProspectusParent Guarantor’s knowledge, there are no costs or liabilities associated with arising under Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually singly or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (PERRIGO Co PLC)

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Compliance with and Liability under Environmental Laws. The Company, its Subsidiaries and, to Except as otherwise disclosed in the best knowledge of Pricing Disclosure Package and the Company after due inquiryOffering Memorandum, the Drilling Partnerships Issuers, the Guarantors and their respective subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws, including common law, laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or other wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses (other than permits reasonably expected to be granted in the ordinary course with respect to exploration and development activities) and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed to the extent described in the Registration Statement, the General Pricing Disclosure Package and the ProspectusOffering Memorandum, 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 compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which wouldwould reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (McDermott International Inc)

Compliance with and Liability under Environmental Laws. The Company, its Subsidiaries and, to the best knowledge of the Company after due inquiry, the Drilling Partnerships (i) are in compliance with any and all applicable foreign, federal, state and local laws, including common law, and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or other wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses (other than permits reasonably expected to be granted in the ordinary course with respect to exploration and development activities) and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no costs or Table of Contents liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Petroleum Development Corp)

Compliance with and Liability under Environmental Laws. The CompanyExcept as otherwise disclosed in the Pricing Disclosure Package and the Offering Circular, its Subsidiaries and, to the best knowledge of the Company after due inquiry, the Drilling Partnerships and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws, including common law, laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or other wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses (other than permits reasonably expected to be granted in the ordinary course with respect to exploration and development activities) and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed to the extent described in the Registration Statement, the General Pricing Disclosure Package and the ProspectusOffering Circular, 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 compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which wouldwould reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (McDermott International Inc)

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