Compliance with Law and Other Instruments. (a) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, the Company and its Subsidiaries and their respective properties, assets, operations and activities, have complied and are in compliance in all respects with all applicable federal, state and local laws, rules, regulations, ordinances, orders, judgments and decrees including, without limitation, health and safety statutes and regulations and all Environmental Laws (as defined herein), including, without limitation, all restrictions, conditions, standards, limitations, prohibitions, requirements, obligations, schedules and timetables contained in the Environmental Laws or contained in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except, with respect to laws, rules, regulations, ordinances, orders, judgments and decrees other than those relating to Environmental Laws, the Foreign Corrupt Practices Act and applicable criminal statutes, where the failure to have complied or be in compliance is not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect, or that would impair, prohibit or prevent the consummation of the transactions contemplated hereby. Neither the Company nor any Subsidiary is in violation of or in default under any terms or provisions of (i) their respective articles or certificates of incorporation, bylaws or similar organizational documents, (ii) any credit or loan agreement, mortgage or security agreement, deed of trust, note, bond or indenture, or (iii) any other instrument, obligation, contract or agreement to which it is subject or by which it is bound, except, in the case of clauses (ii) and (iii), for violations or defaults which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect. (b) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, (i) the Company and its Subsidiaries have obtained all Permits that are (A) required under all federal, state and local laws, rules, regulations, ordinances, orders, judgments and decrees, including, without limitation, the Environmental Laws, for the ownership, construction, use and operation of each property, facility or location owned, operated or leased by the Company or any Subsidiary (the "Property") or (B) otherwise necessary in the conduct of the business of the Company, except for failures to obtain Permits (other than those that would result in the imposition of criminal sanctions) which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect and (ii) all such Permits are in effect, no appeal nor any other action is pending to revoke any such Permit, and the Company and its Subsidiaries are in full compliance with all terms and conditions of all such Permits, except for failures to be in compliance which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect. (c) The Company has heretofore delivered to Parent true and complete copies of all environmental studies in the Company's possession relating to the Property or any other property or facility previously owned, operated or leased by the Company or any Subsidiary. (d) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter pending relating to the Company, any Subsidiary or the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) or, to the Company's knowledge, threatened relating to the Company, any Subsidiary or the Property (or any other such property of facility) and relating in any way to the Environmental Laws or any regulation, code, plan, Permits, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except for such actions, suits, demands, claims, hearings, notices of violation, proceedings, notices or demand letters which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect. (e) Neither the Company nor any Subsidiary or any other Person has, Released (as defined herein), placed, stored, buried or dumped any Hazardous Substances, Oils, Pollutants or Contaminants or any other wastes produced by, or resulting from, any business, commercial, or industrial activities, operations, or processes, on, beneath, or adjacent to the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) except for inventories of such substances to be used, and wastes generated therefrom, in the ordinary course of business of the Company and its Subsidiaries (which inventories and wastes, if any, were and are stored or disposed of in accordance with applicable laws and regulations and in a manner such that there has been no Release of any such substances into the environment), except where such Releases, placement, storage, burial or dumping of Hazardous Substances, Oils, Pollutants or Contaminants are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect. (f) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, no Release or Cleanup occurred at the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) which could result in the assertion or creation of a lien on the Property by any Governmental Entity with respect thereto, nor has any such assertion of a lien been made by any Governmental Entity with respect thereto, except for such Releases, Cleanups or assertions of liens which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect. (g) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, no employee of the Company or any Subsidiary in the course of his or her employment with the Company or any Subsidiary has been exposed to any Hazardous Substances, Oils, Pollutants or Contaminants or any other substance, generated, produced or used by the Company or any Subsidiary which could give rise to any claim against the Company or any Subsidiary, except for such claims which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect. (h) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, neither the Company nor any Subsidiary has received any notice or order from any Governmental Entity or private or public entity advising it that the Company or any Subsidiary is responsible for or potentially responsible for Cleanup or paying for the cost of Cleanup of any Hazardous Substances, Oils, Pollutants or Contaminants or any other waste or substance, and neither the Company nor any Subsidiary has entered into any agreements concerning such Cleanup, nor is the Company or any Subsidiary aware of any facts which might reasonably give rise to such notice, order or agreement, except for such notices, orders or agreements which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect. (i) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, and except for such items which are not reasonably likely to result in a Company Material Adverse Effect, the Property does not contain any: (i) underground storage tanks; (ii) asbestos; (iii) equipment using PCBs; (iv) underground injection wells; or (v) septic txxxx in which process wastewater or any Hazardous Substances, Oils, Pollutants or Contaminants have been disposed. (j) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, with regard to the Company, its Subsidiaries and the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary), and except where the following are not reasonably likely to result in a Company Material Adverse Effect, there are no past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance with the Environmental Laws as in effect on the date hereof or with any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, or which may give rise to any common law or legal liability under the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, place of disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by the Company, any Subsidiary or a present or former facility of the Company or any Subsidiary taken as a whole, of any Hazardous Substances, Oils, Pollutants or Contaminants. (k) Except as disclosed in the Disclosure Memorandum with specific reference to this section, neither the Company nor any Subsidiary has entered into any agreement that may require it to pay to, reimburse, guaranty, pledge, defend, indemnify or hold harmless any person for or against Environmental Liabilities and Costs. (l) The following terms shall be defined as follows:
Appears in 2 contracts
Samples: Merger Agreement (Arrow Electronics Inc), Merger Agreement (Arrow Electronics Inc)
Compliance with Law and Other Instruments. To ENSA's best knowledge, except as set forth in Section 3.16 of the ENSA Disclosure Letter:
(a) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, the Company ENSA and its Subsidiaries and their respective properties, assets, operations and activities, have complied and are in compliance in all respects with all applicable federal, state and local laws, rules, regulations, ordinances, orders, judgments and decrees including, without limitation, health and safety statutes and regulations and all Environmental Laws (as defined herein)Laws, including, without limitation, all restrictions, conditions, standards, limitations, prohibitions, requirements, obligations, schedules and timetables contained in the Environmental Laws or contained in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except, with respect to laws, rules, regulations, ordinances, orders, judgments and decrees other than those relating to Environmental Laws, the Foreign Corrupt Practices Act and applicable criminal statutes, where the failure to have complied or be in compliance is not, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse EffectEffect on ENSA, or that would impair, prohibit or prevent the consummation of the transactions contemplated hereby. Neither the Company nor any Subsidiary ENSA is not in violation of or in default under any terms or provisions of (i) their respective its articles or certificates certificate of incorporation, bylaws or similar organizational documentsdocument, (ii) any credit or loan agreement, mortgage or security agreement, deed of trust, note, bond or indenture, or (iii) any other instrument, obligation, contract or agreement to which it is subject or by which it is bound, except, in the case of clauses (ii) and (iii), for violations or defaults which are not, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse EffectEffect on ENSA.
(b) Except as disclosed in the Disclosure Memorandum with specific reference to this SectionTo ENSA's best knowledge, (i) the Company and its Subsidiaries have ENSA has obtained all Permits that are (A) required under all federal, state and local laws, rules, regulations, ordinances, orders, judgments and decrees, including, without limitation, the Environmental Laws, for the ownership, construction, use and operation of each property, facility or location owned, operated or leased by the Company or any Subsidiary ENSA (the "Property") or (B) otherwise necessary in the conduct of the business of the CompanyENSA, except for failures to obtain Permits (other than those that would result in the imposition of criminal sanctions) which are not, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse Effect on ENSA and (ii) all such Permits are in effect, no appeal nor any other action is pending to revoke any such Permit, and the Company and its Subsidiaries are ENSA is in full compliance with all terms and conditions of all such Permits, except for failures to be in compliance which are not, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse EffectEffect on ENSA.
(c) The Company To ENSA's best knowledge, ENSA has heretofore delivered to Parent ERD true and complete copies of all environmental studies in the CompanyENSA's possession relating to the Property or any other property or facility previously owned, operated or leased by the Company or any SubsidiaryENSA.
(d) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, there There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, or to ENSA's best knowledge, investigation, proceeding, notice or demand letter pending relating to the Company, any Subsidiary ENSA or the Property (or any other property or facility formerly owned, operated or leased by the Company or any SubsidiaryENSA) or, to the CompanyENSA's best knowledge, threatened relating to the Company, any Subsidiary ENSA or the Property (or any other such property of facility) and relating in any way to the Environmental Laws or any regulation, code, plan, Permits, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except for such actions, suits, demands, claims, hearings, notices of violation, proceedings, notices or demand letters which are not, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse EffectEffect on ENSA.
(e) Neither the Company nor any Subsidiary or ENSA nor, to ENSA's best knowledge, any other Person has, Released (as defined herein)Released, placed, stored, buried or dumped any Hazardous Substances, Oils, Pollutants or Contaminants or any other wastes produced by, or resulting from, any business, commercial, or industrial activities, operations, or processes, on, beneath, or adjacent to the Property (or any other property or facility formerly owned, operated or leased by the Company or any SubsidiaryENSA) except for inventories of such substances to be used, and wastes generated therefrom, in the ordinary course of business of the Company and its Subsidiaries (which inventories and wastes, if any, were and are stored or disposed of ENSA in accordance with applicable laws and regulations and in a manner such that there has been no Release of any such substances into the environment), except where such Releases, placement, storage, burial or dumping of Hazardous Substances, Oils, Pollutants or Contaminants are not, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse EffectEffect on ENSA.
(f) Except as disclosed in the Disclosure Memorandum with specific reference to this SectionTo ENSA's best knowledge, no Release or Cleanup occurred at the Property (or any other property or facility formerly owned, operated or leased by the Company or any SubsidiaryENSA) which could result in the assertion or creation of a lien on the Property by any Governmental Entity with respect thereto, nor has any such assertion of a lien been made by any Governmental Entity with respect thereto, except for such Releases, Cleanups or assertions of liens which are not, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse EffectEffect on ENSA.
(g) Except as disclosed in the Disclosure Memorandum with specific reference to this SectionTo ENSA's best knowledge, no employee of the Company or any Subsidiary ENSA in the course of his or her employment with the Company or any Subsidiary ENSA has been exposed to any Hazardous Substances, Oils, Pollutants or Contaminants or any other substance, generated, produced or used by the Company or any Subsidiary ENSA which could give rise to any claim against the Company or any SubsidiaryENSA, except for such claims which are not, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse EffectEffect on ENSA.
(h) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, neither the Company nor any Subsidiary ENSA has not received any notice or order from any Governmental Entity or private or public entity advising it that the Company or any Subsidiary ENSA is responsible for or potentially responsible for Cleanup or paying for the cost of Cleanup of any Hazardous Substances, Oils, Pollutants or Contaminants or any other waste or substance, and neither the Company nor any Subsidiary ENSA has not entered into any agreements concerning such Cleanup, nor is the Company or any Subsidiary ENSA aware of any facts which might reasonably give rise to such notice, order or agreement, except for such notices, orders or agreements which are not, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse EffectEffect on ENSA.
(i) Except as disclosed in the Disclosure Memorandum with specific reference to this SectionTo ENSA's best knowledge, and except for such items which are not not, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse EffectEffect on ENSA, the Property does not contain any: (i) underground storage tanks; (ii) asbestos; (iii) equipment using PCBsPCB's; (iv) underground injection wellsxxxxx; or (v) septic txxxx tanks in which process wastewater or any Hazardous Substances, Oils, Pollutants or Contaminants have been disposed.
(j) Except as disclosed in the Disclosure Memorandum with specific reference to this SectionTo ENSA's best knowledge, with regard to the Company, its Subsidiaries ENSA and the Property (or any other property or facility formerly owned, operated or leased by the Company or any SubsidiaryENSA), and except where the following are not not, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse EffectEffect on ENSA, there are no past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance with the Environmental Laws as in effect on the date hereof or with any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, or which may give rise to any common law or legal liability under the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, place of disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by the Company, any Subsidiary ENSA or a present or former facility of the Company or any Subsidiary taken as a wholeENSA, of any Hazardous Substances, Oils, Pollutants or Contaminants.
(k) Except Other than as disclosed a contractor in the Disclosure Memorandum with specific reference to this sectionordinary course of business, neither the Company nor any Subsidiary ENSA has not entered into any agreement that may require it to pay to, reimburse, guaranty, pledge, defend, indemnify or hold harmless any person for or against Environmental Liabilities and Costs. ENSA is not party to any suit or subject to any claim by any party that it has agreed to indemnify or hold harmless for or against Environmental Liabilities and costs.
(l) The following terms shall be defined as follows:
Appears in 1 contract
Samples: Merger Agreement (Erd Waste Corp)
Compliance with Law and Other Instruments. (a) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, the Company RIMS and each of its Subsidiaries holds all licenses, permits and their respective properties, assets, operations and activities, have complied and are in compliance in all respects with authorizations necessary for the lawful conduct of its business as now being conducted pursuant to all applicable federalstatutes, state and local laws, rules, regulations, ordinances, orders, judgments and decrees including, without limitation, health and safety statutes rules and regulations of all governmental bodies, agencies and all Environmental Laws (as defined herein)other authorities having jurisdiction over it or any part of its respective operations, includingand there are no violations or claimed violations by RIMS of, without limitationor action or proceeding pending against RIMS or any of its Subsidiaries with respect to, all restrictionsany such license, conditionspermit or authorization or any such statute, standardslaw, limitationsordinance, prohibitions, requirements, obligations, schedules and timetables contained in the Environmental Laws rule or contained in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except, with respect to laws, rules, regulations, ordinances, orders, judgments and decrees other than those relating to Environmental Laws, the Foreign Corrupt Practices Act and applicable criminal statutes, except where the failure to obtain such licenses, permits and authorizations or such violation or claimed violations by RIMS or such action or proceeding pending against RIMS or any of its Subsidiaries would not have complied a Material Adverse Effect on RIMS or be any of its Subsidiaries. Section 3.5 of the RIMS Disclosure Schedule sets forth all licenses, permits and authorizations held by RIMS and each of its Subsidiaries.
(b) The business of RIMS and each of its Subsidiaries has been and is being conducted in compliance is notwith all applicable Laws, including without limitation all Laws concerning privacy and/or data protection, except for violations or failures to so comply that could not reasonably be expected, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse EffectEffect on RIMS. No investigation or review by any Regulatory Authority with respect to RIMS or any of its Subsidiaries is pending or, or that would impair, prohibit or prevent to the consummation Knowledge of the transactions contemplated hereby. Neither the Company nor any Subsidiary is Shareholders, RIMS, Kircx xx Heimxxxx, xxreatened in violation of or in default under any terms or provisions of (i) their respective articles or certificates of incorporationwriting, bylaws or similar organizational documents, (ii) any credit or loan agreement, mortgage or security agreement, deed of trust, note, bond or indenture, or (iii) any other instrument, obligation, contract or agreement to which it is subject or by which it is bound, exceptthan, in the case of clauses (ii) and (iii)each case, for violations or defaults those which are notcould not reasonably be expected, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse Effect.
(b) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, (i) the Company and its Subsidiaries have obtained all Permits that are (A) required under all federal, state and local laws, rules, regulations, ordinances, orders, judgments and decrees, including, without limitation, the Environmental Laws, for the ownership, construction, use and operation of each property, facility or location owned, operated or leased by the Company or any Subsidiary (the "Property") or (B) otherwise necessary in the conduct of the business of the Company, except for failures to obtain Permits (other than those that would result in the imposition of criminal sanctions) which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect and (ii) all such Permits are on RIMS or any of its Subsidiaries. RIMS has not received any written communication in effect, no appeal nor the past two years from a Regulatory Authority that alleges that RIMS or any other action is pending to revoke any such Permit, and the Company and of its Subsidiaries are in full compliance with all terms and conditions of all such Permits, except for failures to be is not in compliance which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(c) The Company has heretofore delivered to Parent true and complete copies of all environmental studies in the Company's possession relating to the Property or any other property or facility previously owned, operated or leased by the Company or any Subsidiary.
(d) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter pending relating to the Company, any Subsidiary or the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) or, to the Company's knowledge, threatened relating to the Company, any Subsidiary or the Property (or any other such property of facility) and relating in any way to the Environmental Laws or any regulation, code, plan, Permits, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except for such actions, suits, demands, claims, hearings, notices of violation, proceedings, notices or demand letters which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(e) Neither the Company nor any Subsidiary or any other Person has, Released (as defined herein), placed, stored, buried or dumped any Hazardous Substances, Oils, Pollutants or Contaminants or any other wastes produced by, or resulting from, any business, commercial, or industrial activities, operations, or processes, on, beneath, or adjacent to the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) except for inventories of such substances to be used, and wastes generated therefrom, in the ordinary course of business of the Company and its Subsidiaries (which inventories and wastes, if any, were and are stored or disposed of in accordance with applicable laws and regulations and in a manner such that there has been no Release of any such substances into the environment), except where such Releases, placement, storage, burial or dumping of Hazardous Substances, Oils, Pollutants or Contaminants are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(f) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, no Release or Cleanup occurred at the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) which could result in the assertion or creation of a lien on the Property by any Governmental Entity with respect thereto, nor has any such assertion of a lien been made by any Governmental Entity with respect thereto, except for such Releases, Cleanups or assertions of liens which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(g) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, no employee of the Company or any Subsidiary in the course of his or her employment with the Company or any Subsidiary has been exposed to any Hazardous Substances, Oils, Pollutants or Contaminants or any other substance, generated, produced or used by the Company or any Subsidiary which could give rise to any claim against the Company or any Subsidiary, except for such claims which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(h) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, neither the Company nor any Subsidiary has received any notice or order from any Governmental Entity or private or public entity advising it that the Company or any Subsidiary is responsible for or potentially responsible for Cleanup or paying for the cost of Cleanup of any Hazardous Substances, Oils, Pollutants or Contaminants or any other waste or substance, and neither the Company nor any Subsidiary has entered into any agreements concerning such Cleanup, nor is the Company or any Subsidiary aware of any facts which might reasonably give rise to such notice, order or agreement, except for such notices, orders or agreements which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(i) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, and except for such items which are not reasonably likely to result in a Company Material Adverse Effect, the Property does not contain any: (i) underground storage tanks; (ii) asbestos; (iii) equipment using PCBs; (iv) underground injection wells; or (v) septic txxxx in which process wastewater or any Hazardous Substances, Oils, Pollutants or Contaminants have been disposed.
(j) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, with regard to the Company, its Subsidiaries and the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary), and except where the following are not reasonably likely to result in a Company Material Adverse Effect, there are no past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance with the Environmental Laws as in effect on the date hereof or with any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, or which may give rise to any common law or legal liability under the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, place of disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by the Company, any Subsidiary or a present or former facility of the Company or any Subsidiary taken as a whole, of any Hazardous Substances, Oils, Pollutants or Contaminantsapplicable Law.
(k) Except as disclosed in the Disclosure Memorandum with specific reference to this section, neither the Company nor any Subsidiary has entered into any agreement that may require it to pay to, reimburse, guaranty, pledge, defend, indemnify or hold harmless any person for or against Environmental Liabilities and Costs.
(l) The following terms shall be defined as follows:
Appears in 1 contract
Compliance with Law and Other Instruments. (a) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, the Company and its Subsidiaries and their respective properties, assets, operations and activities, have complied and are in compliance in all respects with all applicable federal, state and local laws, rules, regulations, ordinances, orders, judgments and decrees including, without limitation, health and safety statutes and regulations and all Environmental Laws (as defined herein), including, without limitation, all restrictions, conditions, standards, limitations, prohibitions, requirements, obligations, schedules and timetables contained in the Environmental Laws or contained in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except, with respect to laws, rules, regulations, ordinances, orders, judgments and decrees other than those relating to Environmental Laws, the Foreign Corrupt Practices Act and applicable criminal statutes, where the failure to have complied or be in compliance is not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect, or that would impair, prohibit or prevent the consummation of the transactions contemplated hereby. Neither the Company nor any Subsidiary is in violation of or in default under any terms or provisions of (i) their respective articles or certificates of incorporation, bylaws or similar organizational documents, (ii) any credit or loan agreement, mortgage or security agreement, deed of trust, note, bond or indenture, or (iii) any other instrument, obligation, contract or agreement to which it is subject or by which it is bound, except, in the case of clauses (ii) and (iii), for violations or defaults which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(b) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, (i) the Company and its Subsidiaries have obtained all Permits that are (A) required under all federal, state and local laws, rules, regulations, ordinances, orders, judgments and decrees, including, without limitation, the Environmental Laws, for the ownership, construction, use and operation of each property, facility or location owned, operated or leased by the Company or any Subsidiary (the "Property") or (B) otherwise necessary in the conduct of the business of the Company, except for failures to obtain Permits (other than those that would result in the imposition of criminal sanctions) which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect and (ii) all such Permits are in effect, no appeal nor any other action is pending to revoke any such Permit, and the Company and its Subsidiaries are in full compliance with all terms and conditions of all such Permits, except for failures to be in compliance which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(c) The Company has heretofore delivered to Parent true and complete copies of all environmental studies in the Company's possession relating to the Property or any other property or facility previously owned, operated or leased by the Company or any Subsidiary.
(d) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter pending relating to the Company, any Subsidiary or the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) or, to the Company's knowledge, threatened relating to the Company, any Subsidiary or the Property (or any other such property of facility) and relating in any way to the Environmental Laws or any regulation, code, plan, Permits, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except for such actions, suits, demands, claims, hearings, notices of violation, proceedings, notices or demand letters which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(e) Neither the Company nor any Subsidiary or any other Person has, Released (as defined herein), placed, stored, buried or dumped any Hazardous Substances, Oils, Pollutants or Contaminants or any other wastes produced by, or resulting from, any business, commercial, or industrial activities, operations, or processes, on, beneath, or adjacent to the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) except for inventories of such substances to be used, and wastes generated therefrom, in the ordinary course of business of the Company and its Subsidiaries (which inventories and wastes, if any, were and are stored or disposed of in accordance with applicable laws and regulations and in a manner such that there has been no Release of any such substances into the environment), except where such Releases, placement, storage, burial or dumping of Hazardous Substances, Oils, Pollutants or Contaminants are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(f) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, no Release or Cleanup occurred at the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) which could result in the assertion or creation of a lien on the Property by any Governmental Entity with respect thereto, nor has any such assertion of a lien been made by any Governmental Entity with respect thereto, except for such Releases, Cleanups or assertions of liens which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(g) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, no employee of the Company or any Subsidiary in the course of his or her employment with the Company or any Subsidiary has been exposed to any Hazardous Substances, Oils, Pollutants or Contaminants or any other substance, generated, produced or used by the Company or any Subsidiary which could give rise to any claim against the Company or any Subsidiary, except for such claims which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(h) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, neither the Company nor any Subsidiary has received any notice or order from any Governmental Entity or private or public entity advising it that the Company or any Subsidiary is responsible for or potentially responsible for Cleanup or paying for the cost of Cleanup of any Hazardous Substances, Oils, Pollutants or Contaminants or any other waste or substance, and neither the Company nor any Subsidiary has entered into any agreements concerning such Cleanup, nor is the Company or any Subsidiary aware of any facts which might reasonably give rise to such notice, order or agreement, except for such notices, orders or agreements which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(i) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, and except for such items which are not reasonably likely to result in a Company Material Adverse Effect, the Property does not contain any: (i) underground storage tanks; (ii) asbestos; (iii) equipment using PCBs; (iv) underground injection wells; or (v) septic txxxx in which process wastewater or any Hazardous Substances, Oils, Pollutants or Contaminants have been disposed.
(j) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, with regard to the Company, its Subsidiaries and the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary), and except where the following are not reasonably likely to result in a Company Material Adverse Effect, there are no past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance with the Environmental Laws as in effect on the date hereof or with any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, or which may give rise to any common law or legal liability under the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, place of disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by the Company, any Subsidiary or a present or former facility of the Company or any Subsidiary taken as a whole, of any Hazardous Substances, Oils, Pollutants or Contaminants.
(k) Except as disclosed in the Disclosure Memorandum with specific reference to this section, neither the Company nor any Subsidiary has entered into any agreement that may require it to pay to, reimburse, guaranty, pledge, defend, indemnify or hold harmless any person for or against Environmental Liabilities and Costs.
(l) The following terms shall be defined as follows:,
Appears in 1 contract
Compliance with Law and Other Instruments. (a) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, the Company and its Subsidiaries and their respective properties, assets, operations and activities, have complied and are in compliance in all respects with all applicable federal, state and local laws, rules, regulations, ordinances, orders, judgments and decrees including, without limitation, health and safety statutes and regulations and all Environmental Laws (as defined herein), including, without limitation, all restrictions, conditions, standards, limitations, prohibitions, requirements, obligations, schedules and timetables contained in the Environmental Laws or contained in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except, with respect to laws, rules, regulations, ordinances, orders, judgments and decrees other than those relating to Environmental Laws, the Foreign Corrupt Practices Act and applicable criminal statutes, where the failure to have complied or be in compliance is not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect, or that would impair, prohibit or prevent the consummation of the transactions contemplated hereby. Neither the Company nor any Subsidiary is in violation of or in default under any terms or provisions of (i) their respective articles or certificates of incorporation, bylaws or similar organizational documents, (ii) any credit or loan agreement, mortgage or security agreement, deed of trust, note, bond or indenture, or (iii) any other instrument, obligation, contract or agreement to which it is subject or by which it is bound, except, in the case of clauses (ii) and (iii), for violations or defaults which are not, 19 individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(b) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, (i) the Company and its Subsidiaries have obtained all Permits that are (A) required under all federal, state and local laws, rules, regulations, ordinances, orders, judgments and decrees, including, without limitation, the Environmental Laws, for the ownership, construction, use and operation of each property, facility or location owned, operated or leased by the Company or any Subsidiary (the "Property") or (B) otherwise necessary in the conduct of the business of the Company, except for failures to obtain Permits (other than those that would result in the imposition of criminal sanctions) which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect and (ii) all such Permits are in effect, no appeal nor any other action is pending to revoke any such Permit, and the Company and its Subsidiaries are in full compliance with all terms and conditions of all such Permits, except for failures to be in compliance which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(c) The Company has heretofore delivered to Parent true and complete copies of all environmental studies in the Company's possession relating to the Property or any other property or facility previously owned, operated or leased by the Company or any Subsidiary.
(d) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter pending relating to the Company, any Subsidiary or the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) or, to the Company's knowledge, threatened relating to the Company, any Subsidiary or the Property (or any other such property of facility) and relating in any way to the Environmental Laws or any regulation, code, plan, Permits, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except for such actions, suits, demands, claims, hearings, notices of violation, proceedings, notices or demand letters which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(e) Neither the Company nor any Subsidiary or any other Person has, Released (as defined herein), placed, stored, buried or dumped any Hazardous Substances, Oils, Pollutants or Contaminants or any other wastes produced by, or resulting from, any business, commercial, or industrial activities, operations, or processes, on, beneath, or adjacent to the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) except for inventories of such substances to be used, and wastes generated therefrom, in the ordinary course of business of the Company and its Subsidiaries (which inventories and wastes, if any, were and are stored or disposed of in accordance with applicable laws and regulations and in a manner such that there has been no Release of any such substances into the environment), except where such Releases, placement, storage, burial or dumping of Hazardous Substances, Oils, Pollutants or Contaminants are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(f) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, no Release or Cleanup occurred at the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) which could result in the assertion or creation of a lien on the Property by any Governmental Entity with respect thereto, nor has any such assertion of a lien been made by any Governmental Entity with respect thereto, except for such Releases, Cleanups or assertions of liens which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(g) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, no employee of the Company or any Subsidiary in the course of his or her employment with the Company or any Subsidiary has been exposed to any Hazardous Substances, Oils, Pollutants or Contaminants or any other substance, generated, produced or used by the Company or any Subsidiary which could give rise to any claim against the Company or any Subsidiary, except for such claims which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(h) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, neither the Company nor any Subsidiary has received any notice or order from any Governmental Entity or private or public entity advising it that the Company or any Subsidiary is responsible for or potentially responsible for Cleanup or paying for the cost of Cleanup of any Hazardous Substances, Oils, Pollutants or Contaminants or any other waste or substance, and neither the Company nor any Subsidiary has entered into any agreements concerning such Cleanup, nor is the Company or any Subsidiary aware of any facts which might reasonably give rise to such notice, order or agreement, except for such notices, orders or agreements which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(i) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, and except for such items which are not reasonably likely to result in a Company Material Adverse Effect, the Property does not contain any: (i) underground storage tanks; (ii) asbestos; (iii) equipment using PCBs; (iv) underground injection wellsxxxxx; or (v) septic txxxx tanks in which process wastewater or any Hazardous Substances, Oils, Pollutants or Contaminants have been disposed.
(j) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, with regard to the Company, its Subsidiaries and the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary), and except where the following are not reasonably likely to result in a Company Material Adverse Effect, there are no past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance with the Environmental Laws as in effect on the date hereof or with any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, or which may give rise to any common law or legal liability under the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, place of disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by the Company, any Subsidiary or a present or former facility of the Company or any Subsidiary taken as a whole, of any Hazardous Substances, Oils, Pollutants or Contaminants.
(k) Except as disclosed in the Disclosure Memorandum with specific reference to this section, neither the Company nor any Subsidiary has entered into any agreement that may require it to pay to, reimburse, guaranty, pledge, defend, indemnify or hold harmless any person for or against Environmental Liabilities and Costs.
(l) The following terms shall be defined as follows:
Appears in 1 contract
Compliance with Law and Other Instruments. (aAttached as Schedule 2(l) Except as disclosed in the Disclosure Memorandum is a list of all licenses, certificates and permits of SELLER, together with specific reference to this Sectiontrue and correct copies of each such license, the Company certificate and its Subsidiaries permit, which licenses, certificates and their respective properties, assets, operations and activities, have complied and permits are in full force and effect, and SELLER is in compliance with the terms, undertakings, conditions and provisions of such licenses, certificates and permits. Except where a violation or the non-compliance would have a material adverse effect on SELLER's business or financial condition, SELLER is in all respects compliance with all applicable federallaws, state and local lawsordinances, rules, regulations, ordinances, orders, judgments and decrees including, without limitation, health and safety statutes and regulations and orders of all Environmental Laws governmental or regulatory entities, bodies, agencies and commissions ("Regulatory Entities") which are material and applicable to the operation of its business as defined herein)currently operated and as anticipated to be operated. No notice has been issued and no investigation or review is pending or, includingto the knowledge of SELLER, without limitation, all restrictions, conditions, standards, limitations, prohibitions, requirements, obligations, schedules and timetables contained in the Environmental Laws or contained in threatened by any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except, Regulatory Entities (i) with respect to lawsany alleged violation by SELLER of any law, rulesordinance, regulationsrule, ordinancesregulation, ordersorder or guideline of any of the Regulatory Entities, judgments and decrees other than those relating or (ii) with respect to Environmental Laws, the Foreign Corrupt Practices Act and applicable criminal statutes, where the any alleged failure to have complied or be all permits, certificates, licenses, approvals and other authorizations required in compliance is not, individually or in connection with the aggregate, reasonably likely to result in a Company Material Adverse Effect, or that would impair, prohibit or prevent the consummation of the transactions contemplated hereby. Neither the Company nor any Subsidiary is in violation of or in default under any terms or provisions of (i) their respective articles or certificates of incorporation, bylaws or similar organizational documents, (ii) any credit or loan agreement, mortgage or security agreement, deed of trust, note, bond or indenture, or (iii) any other instrument, obligation, contract or agreement to which it is subject or by which it is bound, except, in the case of clauses (ii) and (iii), for violations or defaults which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(b) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, (i) the Company and its Subsidiaries have obtained all Permits that are (A) required under all federal, state and local laws, rules, regulations, ordinances, orders, judgments and decrees, including, without limitation, the Environmental Laws, for the ownership, construction, use and operation of each property, facility or location owned, operated or leased by the Company or any Subsidiary (the "Property") or (B) otherwise necessary in the conduct of the business of the Company, except for failures SELLER as operated currently and as anticipated to obtain Permits (other than those that would result in the imposition of criminal sanctions) which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect and (ii) all such Permits are in effectbe operated. Except as otherwise set forth on Schedule 2(l), no appeal nor any other action proceeding is pending to revoke any such Permitpending, and the Company and its Subsidiaries are in full compliance with all terms and conditions of all such Permits, except for failures to be in compliance which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(c) The Company has heretofore delivered to Parent true and complete copies of all environmental studies in the Company's possession relating to the Property or any other property or facility previously ownedknowledge of SELLER, operated or leased by the Company or any Subsidiary.
(d) Except as disclosed in the Disclosure Memorandum with specific reference to this Sectionthreatened, there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter pending relating to the Company, any Subsidiary or the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) or, to the Company's knowledge, threatened relating to the Company, any Subsidiary or the Property (or any other such property of facility) and relating in any way to the Environmental Laws or any regulation, code, plan, Permits, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except for such actions, suits, demands, claims, hearings, notices of violation, proceedings, notices or demand letters which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(e) Neither the Company nor any Subsidiary or any other Person has, Released (as defined herein), placed, stored, buried or dumped any Hazardous Substances, Oils, Pollutants or Contaminants or any other wastes produced by, or resulting from, any business, commercial, or industrial activities, operations, or processes, on, beneath, or adjacent to the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) except for inventories of such substances to be used, and wastes generated therefrom, in the ordinary course of business of the Company and its Subsidiaries (which inventories and wastes, if any, were and are stored or disposed of in accordance with applicable laws and regulations and in a manner such that there has been no Release of any such substances into the environment), except where such Releases, placement, storage, burial or dumping of Hazardous Substances, Oils, Pollutants or Contaminants are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(f) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, no Release or Cleanup occurred at the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary) which could result in a revocation or denial to renew any license, permit, certificate, approval or other authorization required in connection with the assertion or creation of a lien on the Property by any Governmental Entity with respect thereto, nor has any such assertion of a lien been made by any Governmental Entity with respect thereto, except for such Releases, Cleanups or assertions of liens which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(g) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, no employee operation of the Company or any Subsidiary in the course business of his or her employment with the Company or any Subsidiary has been exposed to any Hazardous Substances, Oils, Pollutants or Contaminants or any other substance, generated, produced or used by the Company or any Subsidiary which could give rise to any claim against the Company or any Subsidiary, except for such claims which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(h) Except SELLER as disclosed in the Disclosure Memorandum with specific reference to this Section, neither the Company nor any Subsidiary has received any notice or order from any Governmental Entity or private or public entity advising it that the Company or any Subsidiary is responsible for or potentially responsible for Cleanup or paying for the cost of Cleanup of any Hazardous Substances, Oils, Pollutants or Contaminants or any other waste or substance, and neither the Company nor any Subsidiary has entered into any agreements concerning such Cleanup, nor is the Company or any Subsidiary aware of any facts which might reasonably give rise to such notice, order or agreement, except for such notices, orders or agreements which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect.
(i) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, and except for such items which are not reasonably likely to result in a Company Material Adverse Effect, the Property does not contain any: (i) underground storage tanks; (ii) asbestos; (iii) equipment using PCBs; (iv) underground injection wells; or (v) septic txxxx in which process wastewater or any Hazardous Substances, Oils, Pollutants or Contaminants have been disposed.
(j) Except as disclosed in the Disclosure Memorandum with specific reference to this Section, with regard to the Company, its Subsidiaries and the Property (or any other property or facility formerly owned, operated or leased by the Company or any Subsidiary), and except where the following are not reasonably likely to result in a Company Material Adverse Effect, there are no past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance with the Environmental Laws as in effect conducted on the date hereof and as SELLER proposes to conduct such business thereafter. There is no existing law, rule, regulation or with order prohibits SELLER from conducting its business in any regulation, code, plan, order, decree, judgment, injunction, notice jurisdiction in which it is now conducting such business or demand letter issued, entered, promulgated or approved thereunder, or in which may give rise it presently proposes to any common law or legal liability under the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, place of disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by the Company, any Subsidiary or a present or former facility of the Company or any Subsidiary taken as a whole, of any Hazardous Substances, Oils, Pollutants or Contaminants.
(k) Except as disclosed conduct business in the Disclosure Memorandum with specific reference to this section, neither the Company nor any Subsidiary has entered into any agreement that may require it to pay to, reimburse, guaranty, pledge, defend, indemnify or hold harmless any person for or against Environmental Liabilities and Costsfuture.
(l) The following terms shall be defined as follows:
Appears in 1 contract
