Compliance With Applicable Laws Environmental Matters. (i) Except as set forth in Schedule 4(m), the each of the Sellers, to the knowledge of each of the Sellers and Seller Related Parties, is in compliance with all applicable statutes, laws, ordinances, rules, orders and regulations of any governmental authority or instrumentality, domestic or foreign, except where noncompliance would not have a material adverse effect on the assets, financial condition or results of operations of the Acquired Business. Except as set forth in Schedule 4(m), none of the Sellers or Seller Related Parties has received any written communication from a governmental authority that alleges that any of the Sellers is not in compliance, in respect of the Acquired Business, in all material respects, with applicable laws, ordinances, rules and regulations.
(ii) Except as set forth in Schedule 4(m), to the knowledge of each of the Sellers and Seller Related Parties, none of the operations or properties of any of the Sellers is the subject of any investigation, in respect of the Acquired Business, evaluating whether any remedial action is needed to respond to a release of any Hazardous Substance (defined below) into the environment, and none of the Sellers has received any written communication from a governmental authority that alleges that any of the Sellers is not in compliance in any material respects, with any applicable foreign laws, ordinances, rules and regulations relating to the environment ("Environmental Laws") in respect of the Acquired Business. Each of the Sellers has filed all material notices required in respect of the Acquired Business to be filed by them under any Environmental Law. To the knowledge of the Sellers and Seller Related Parties, none of the Sellers has any material contingent liabilities in respect of the Acquired Business in connection with any Hazardous Substance that individually or in the aggregate would have adverse effect on the assets, financial condition or results of operations of the Acquired Business. "Hazardous Substance" includes: (i) any hazardous, toxic or dangerous waste, substance or material defined as such in (or for the purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and any so-called superfund or superlien law, or any other Environmental Law, including Environmental Laws relating to or imposing liability or standards of conduct concerning any hazardous or toxic waste, substance or material in effect on the date of this Agreement, (ii) a...
Compliance With Applicable Laws Environmental Matters. 2.20.1 The Company and its Subsidiaries and all real property now owned by the Company and its Subsidiaries ("Company Owned Real Property") are in compliance in all material respects with all federal, state, county, and municipal laws, ordinances, regulations, rules, reporting requirements, judgments, orders, decrees and requirements of common law applicable to the conduct of the Company and its Subsidiaries and to the assets owned, used or occupied by the Company and its Subsidiaries (collectively referred to hereinafter as the "General Laws"), including without limitation all applicable federal, state, county and municipal laws, ordinances, regulations, rules, reporting requirements, judgments, orders, decrees and requirements of common law concerning or relating to the protection of health and the environment (collectively referred to hereinafter as the "Environmental Laws"). To the best of the Company's knowledge, all real property owned, operated, used or leased by, to or for the Company and its Subsidiaries, with respect to any aspect of their businesses including, without limitation, the ABG Business, at any time since 1990 other than the Company Owned Real Property (the "Company Leased/Previously Owned Property"), was and is in compliance in all material respects with the General Laws and the Environmental Laws. The Company and its Subsidiaries have not received any notification of violation, citation, complaint, request for information, order, directive, compliance schedule or other similar enforcement order, or any other notice from any administrative or governmental agency or entity, indicating that any business or operation of or any real property owned, operated, used or leased by, to or for the Company or any Subsidiary, was not or currently is not in compliance in all material respects with all Environmental Laws and General Laws. To the best of the Company's knowledge, Scherer has not received any notification of violation, citaxxxx, xomplaint, request for information, order, directive, compliance schedule or other similar enforcement order, or any other notice from any administrative or governmental agency or entity, indicating that any aspect of the ABG Business was not or currently is not in compliance in all material respects with all Environmental Laws and General Laws.
2.20.2 All businesses and operations of the Company and its Subsidiaries (including without limitation the ABG Business), the Company Owned Real Property and, to the be...
Compliance With Applicable Laws Environmental Matters. (a) Neither the Company nor any Subsidiary is in default with respect to any judgment, order, writ, injunction, decree or decision of any Governmental Body which default would have a material adverse effect on the financial condition, operations or Property of the Company and its Consolidated Subsidiaries on a consolidated basis except as disclosed in writing to the Banks. The Company and each Subsidiary is complying in all material respects with all applicable statutes and regulations, including without limitation ERISA and applicable occupational, safety and health and other labor laws, of all Governmental Bodies, a violation of which could reasonably be expected to have a material adverse effect on the financial condition, operations or Property of the Company and its Subsidiaries on a consolidated basis, except as otherwise disclosed in writing to the Banks.
(b) The Company conducts in the ordinary course of business a review of the effect of existing Environmental Laws and existing Environmental Claims on its business, operations and properties, and as a result thereof the Company has reasonably concluded that, except as specifically disclosed in Schedule 2, such Environmental Laws and Environmental Claims could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition, operations or Property of the Company and its Subsidiaries on a consolidated basis.
Compliance With Applicable Laws Environmental Matters. To the best of Ambir's knowledge, Ambir and all of the real properties subject to the Kazakhstan Licenses and related agreements are in compliance in all material respects with all applicable laws, ordinances, regulations, rules, reporting requirements, judgments, orders, decrees and other legal requirements of any kind (hereinafter collectively referred to as the "General Laws"), including without limitation all applicable laws, ordinances, regulations, rules, reporting requirements, judgments, orders, decrees and other legal requirements of any kind concerning or relating to the protection of health and the environment (hereinafter collectively referred to as the "Environmental Laws"). Neither Ambir nor any of the Shareholders has received any notification of (and none of them is otherwise aware of) any violation, citation, complaint, request for information, order, directive, compliance schedule, or other similar enforcement order, or any other notice from any administrative or governmental agency, indicating that any of the property subject to the Kazakhstan Licenses was not, is not or may in the future not be in compliance in all material respects with the General Laws and the Environmental Laws. To the best knowledge and belief of Ambir and each of the Shareholders, all of the real properties subject to the Kazakhstan Licenses are free of all materials designated as hazardous substances, wastes, hazardous materials, pollutants or contaminants under any Environmental Law.
Compliance With Applicable Laws Environmental Matters. (a) LAWS. Except as set forth in the Disclosure Letter or as disclosed in the Public Reports, the operations, assets and properties of each member of the Company Group are in compliance with all federal, foreign, state, county, and municipal laws, ordinances, regulations, rules, reporting requirements, judgments, orders and decrees applicable to the conduct of business of the Company Group and to the assets owned, used or occupied by it (collectively referred to hereinafter as the "General Laws"), including without limitation all applicable foreign, federal, state, county and municipal laws, ordinances, regulations, rules, reporting requirements, judgments, orders, decrees and requirements of common law concerning or relating to the protection of health and the environment (collectively referred to hereinafter as the "Environmental Laws"), except for non-compliance that would not have a Material Adverse Effect on the Company Group. No member of the Company Group has received any notice of violation, citation, complaint, request for information, order, directive, compliance schedule or other similar enforcement order, or any other notice from any administrative or governmental agency or entity, indicating that it was not or currently is not in compliance with the Environmental Laws and General Laws, except for noncompliance that would not have a Material Adverse Effect on the Company Group, and to the knowledge of the Company, no such item is threatened.
Compliance With Applicable Laws Environmental Matters. (i) The Companies and the Subsidiaries are in compliance with all applicable statutes, laws, ordinances, rules, orders and regulations of any Governmental Entity ("Applicable Laws"), except for instances of noncompliance that, individually or in the aggregate, would not have a Material Adverse Effect. This Section 5(q)(i) does not relate to matters with respect to environmental matters, which are the subject of Section 5(q)(ii).
(ii) None of the Companies or the Subsidiaries have had any environmental liability asserted against it by any third party, including without limitation, any federal, state or local governmental authority, that has had or which could reasonably be expected to have a Material Adverse Effect.
Compliance With Applicable Laws Environmental Matters. Except as set forth in Schedule 10 (as such Schedule may be updated in accordance with Section 12.3) hereto:
(i) Each Clean Line Party is in compliance with, and has conducted (or caused to be conducted) its business and operations and the business and operations of the Project in compliance with, all Applicable Laws, including Environmental Laws, in each case applicable to such Clean Line Party or the Project, except where the failure to comply could not reasonably be expected to result, individually or in the aggregate, in a Clean Line Material Adverse Effect or an Adverse DOE Impact.
(ii) As of the applicable Representation Date, there are no Environmental Claims pending or, to the Knowledge of any Clean Line Party, threatened against such Clean Line Party, any Property of such Clean Line Party or the Project, except as could not reasonably be expected to result, individually or in the aggregate, in a Clean Line Material Adverse Effect or an Adverse DOE Impact.
(iii) As of the applicable Representation Date, to the Knowledge of each Clean Line Party, there are no present or past actions, activities, circumstances, conditions, events or incidents, including the Release of any Hazardous Substances that could reasonably be expected to form the basis of an Environmental Claim against any Clean Line Party or DOE or in respect of the Project Site, except as could not reasonably be expected to result, individually or in the aggregate, in a Clean Line Material Adverse Effect or an Adverse DOE Impact.
(iv) As of the applicable Representation Date, none of the Clean Line Parties nor, to the Knowledge of each Clean Line Party, any other Person, has used, released, discharged, generated, manufactured, produced, stored or disposed of in, on, under or about the Project Site or transported thereto or therefrom, any Hazardous Substances that could reasonably be expected to form the basis of an Environmental Claim related to the Project site or cause any of the Clean Line Parties or the Project Site to be subject to any restrictions arising under Environmental Laws or otherwise have a material adverse environmental or social effect which is prohibited under Applicable Law, except as could not reasonably be expected to result, individually or in the aggregate, in a Clean Line Material Adverse Effect or an Adverse DOE Impact.
(v) No Clean Line Party has received any letter or request for information under Section 104 of the Comprehensive Environmental Response Compensatio...
Compliance With Applicable Laws Environmental Matters. The Company, its operations, assets and all real property ("Company Real Property") now or previously operated, used or leased by, to or for the Company, including, without limitation, all real property subject to lease, are in compliance with all federal, state, county, and municipal laws, ordinances, regulations, rules, reporting requirements, judgments, orders, decrees and requirements of common law applicable to the conduct and business of the Company and to the assets owned, used or occupied by it (collectively referred to hereinafter as the "Company General Laws"), including without limitation all applicable federal, state, county and municipal laws, ordinances, regulations, policies, rules, reporting requirements, judgments, orders, decrees and requirements of common law concerning or relating to the protection of health, safety and the environment (collectively referred to hereinafter as the "Company Environmental Laws"). The Company has not received any notice of violation, citation, complaint, request for information, order, directive, compliance schedule or other similar enforcement action or proceeding, or any other notice or communication from any administrative or governmental agency or entity, indicating that either the Company, its assets or the Company Real Property was not or currently is not in compliance with all Company Environmental Laws and Company General Laws. No condition, state of facts, or other matter presently exists which would subject the Company to any liability or obligation, loss (including loss of value of Company property or assets) under any Company Environmental Laws or Company General Laws.
Compliance With Applicable Laws Environmental Matters. The Company and its Subsidiaries hold all permits, licenses, certificates, variances, exemptions, orders and approvals of Governmental entities required for the ownership of the assets and operation of the businesses of the Company or any of its Subsidiaries as presently conducted, except for the failure to hold any of the foregoing as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company (collectively, the "Permits"). Each of the Company and its Subsidiaries is in compliance with, and has conducted its business so as to comply with, the terms of their respective Permits and with all applicable laws, rules, regulations, ordinances and codes, except where the failure so to comply has not had and, insofar as reasonably can be foreseen by the Company, in the future is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the Company and its Subsidiaries have duly complied with and have no liabilities or obligations under, and the operation of their respective businesses, equipment and other assets and the facilities owned or leased by them are in compliance with the provisions of all applicable federal, state and local environmental, health and safety laws, statutes, ordinances, rules and regulations of any governmental or a quasi governmental authority relating to (i) emissions, (ii) discharges to surface water or ground water, (iii) solid or liquid waste disposal, (iv) the use, storage, generation, handling, transport, discharge, release or disposal of toxic or hazardous substances or waste, (v) the emission of non-ionizing electromagnetic radiation or ionizing radiation or (vi) other environmental, health or safety matters, including without limitation all matters set forth in federal statutes commonly known as the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Superfund Amendments and Authorization Act of 1986, the Occupational Safety and Health Act, the Resource Conservation Recovery Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Emergency Planning Community Right to Know Act, the Clean Air Act, the Federal Insecticide Fungicide and Rodenticide Act, the Oil Pollution Act, and equivalent, similar or related state or local laws (collectively "Environmental and Health Laws"); except, ...
Compliance With Applicable Laws Environmental Matters. Except as set forth in Schedule 4(o), to the knowledge of the Sellers, each Seller and each Subsidiary is in compliance with all applicable statutes, laws, ordinances, rules, orders and regulations of any governmental authority or instrumentality, domestic or foreign, except where noncompliance would not have a material adverse effect on the assets, financial condition or results of operations of the Acquired Business. Except as set forth in Schedule 4(o), no Seller has received any written communication from a governmental authority that alleges that any Seller or Subsidiary is not in compliance, in respect of the Acquired Business, in all material respects, with material federal, state, local or foreign laws, ordinances, rules and regulations.
