Common use of Environmental and Health and Safety Matters Clause in Contracts

Environmental and Health and Safety Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Comcast Material Adverse Effect: (i) none of the Comcast Transferors (with respect to the Contributed Comcast Subsidiaries, the Comcast Assets or the Contributed Comcast Businesses), the Contributed Comcast Subsidiaries or the Comcast Assets (except for the Comcast Leased Real Property) is subject and, to the Knowledge of Comcast, no Comcast Leased Real Property is subject, to a written notice, notification, demand, citation, summons, request for information, investigation or order from, or agreement with, any Governmental Authority, or has been assessed any penalty or fine in the last five (5) years, in each case, relating to any Environmental Law, Environmental Permit or Hazardous Material; (ii) there has been no release, discharge, migration or disposal of Hazardous Materials on, at, to, under or from (including offsite disposal or arrangement for the disposal from) the Comcast Real Properties or, to the Knowledge of Comcast, real properties formerly owned, leased or operated by the Contributed Comcast Subsidiaries or otherwise used in the Contributed Comcast Businesses; (iii) there are no Actions pending or threatened against the Comcast Transferors (with respect to the Contributed Comcast Subsidiaries, the Comcast Assets or the Contributed Comcast Businesses), the Comcast Assets or the Contributed Comcast Subsidiaries, in each case, relating to any Environmental Law, Environmental Permit or Hazardous Material; (iv) the Comcast Transferors (with respect to the Comcast Assets or the Contributed Comcast Businesses), the Contributed Comcast Subsidiaries, the Comcast Assets and the Contributed Comcast Businesses have operated for the last five (5) years and are operating in compliance with applicable Environmental Laws including obtaining and maintaining all Environmental Permits; (v) there are no Liabilities of the Comcast Transferors (with respect to the Comcast Assets or the Contributed Comcast Businesses) or the Contributed Comcast Subsidiaries or otherwise relating to the Contributed Comcast Businesses, in each case, with respect to any Environmental Law, Environmental Permit or Hazardous Material; and (vi) there are no financial assurance requirements pertaining to the Contributed Comcast Businesses or the Comcast Assets (including, to the Knowledge of Comcast, the Comcast Leased Real Property) under any Environmental Law or Environmental Permit.

Appears in 3 contracts

Samples: Master Agreement, Master Agreement (General Electric Co), Master Agreement (Comcast Corp)

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Environmental and Health and Safety Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Comcast NBCU Material Adverse Effect: (i) none of the Comcast NBCU Transferors (with respect to the Contributed Comcast SubsidiariesNBCU Entities, the Comcast NBCU Assets or the Contributed Comcast NBCU Businesses), the Contributed Comcast Subsidiaries NBCU Entities or the Comcast NBCU Assets (except for the Comcast NBCU Leased Real Property) is subject and, to the Knowledge of ComcastNBCU, no Comcast NBCU Leased Real Property is subject, to a written notice, notification, demand, citation, summons, request for information, investigation or order from, or agreement with, any Governmental Authority, or has been assessed any penalty or fine in the last five (5) years, in each case, relating to any Environmental Law, Environmental Permit or Hazardous Material; (ii) there has been no release, discharge, migration or disposal of Hazardous Materials on, at, to, under or from (including offsite disposal or arrangement for the disposal from) the Comcast NBCU Real Properties or, to the Knowledge of ComcastNBCU, real properties formerly owned, leased or operated by the Contributed Comcast Subsidiaries NBCU Entities or otherwise used in the Contributed Comcast NBCU Businesses; (iii) there are no Actions pending or threatened against the Comcast NBCU Transferors (with respect to the Contributed Comcast SubsidiariesNBCU Entities, the Comcast NBCU Assets or the Contributed Comcast NBCU Businesses), the Comcast NBCU Assets or the Contributed Comcast SubsidiariesNBCU Entities, in each case, relating to any Environmental Law, Environmental Permit or Hazardous Material; (iv) the Comcast NBCU Transferors (with respect to the Comcast NBCU Assets or the Contributed Comcast NBCU Businesses), the Contributed Comcast SubsidiariesNBCU Entities, the Comcast NBCU Assets and the Contributed Comcast NBCU Businesses have operated for the last five (5) years and are operating in compliance with applicable Environmental Laws including obtaining and maintaining all Environmental Permits; (v) there are no Liabilities of the Comcast NBCU Transferors (with respect to the Comcast NBCU Assets or the Contributed Comcast NBCU Businesses) or the Contributed Comcast Subsidiaries NBCU Entities or otherwise relating to the Contributed Comcast NBCU Businesses, in each case, with respect to any Environmental Law, Environmental Permit or Hazardous Material; and (vi) there are no financial assurance requirements pertaining to the Contributed Comcast NBCU Businesses or the Comcast NBCU Assets (including, to the Knowledge of ComcastNBCU, the Comcast NBCU Leased Real Property) under any Environmental Law or Environmental Permit.

Appears in 2 contracts

Samples: Master Agreement (General Electric Co), Master Agreement (Comcast Corp)

Environmental and Health and Safety Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in 31 the aggregate, a Comcast NBCU Material Adverse Effect: (i) none of the Comcast NBCU Transferors (with respect to the Contributed Comcast SubsidiariesNBCU Entities, the Comcast NBCU Assets or the Contributed Comcast NBCU Businesses), the Contributed Comcast Subsidiaries NBCU Entities or the Comcast NBCU Assets (except for the Comcast NBCU Leased Real Property) is subject and, to the Knowledge of ComcastNBCU, no Comcast NBCU Leased Real Property is subject, to a written notice, notification, demand, citation, summons, request for information, investigation or order from, or agreement with, any Governmental Authority, or has been assessed any penalty or fine in the last five (5) years, in each case, relating to any Environmental Law, Environmental Permit or Hazardous Material; (ii) there has been no release, discharge, migration or disposal of Hazardous Materials on, at, to, under or from (including offsite disposal or arrangement for the disposal from) the Comcast NBCU Real Properties or, to the Knowledge of ComcastNBCU, real properties formerly owned, leased or operated by the Contributed Comcast Subsidiaries NBCU Entities or otherwise used in the Contributed Comcast NBCU Businesses; (iii) there are no Actions pending or threatened against the Comcast NBCU Transferors (with respect to the Contributed Comcast SubsidiariesNBCU Entities, the Comcast NBCU Assets or the Contributed Comcast NBCU Businesses), the Comcast NBCU Assets or the Contributed Comcast SubsidiariesNBCU Entities, in each case, relating to any Environmental Law, Environmental Permit or Hazardous Material; (iv) the Comcast NBCU Transferors (with respect to the Comcast NBCU Assets or the Contributed Comcast NBCU Businesses), the Contributed Comcast SubsidiariesNBCU Entities, the Comcast NBCU Assets and the Contributed Comcast NBCU Businesses have operated for the last five (5) years and are operating in compliance with applicable Environmental Laws including obtaining and maintaining all Environmental Permits; (v) there are no Liabilities of the Comcast NBCU Transferors (with respect to the Comcast NBCU Assets or the Contributed Comcast NBCU Businesses) or the Contributed Comcast Subsidiaries NBCU Entities or otherwise relating to the Contributed Comcast NBCU Businesses, in each case, with respect to any Environmental Law, Environmental Permit or Hazardous Material; and (vi) there are no financial assurance requirements pertaining to the Contributed Comcast NBCU Businesses or the Comcast NBCU Assets (including, to the Knowledge of ComcastNBCU, the Comcast NBCU Leased Real Property) under any Environmental Law or Environmental Permit.

Appears in 1 contract

Samples: Master Agreement

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Environmental and Health and Safety Matters. (a) Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, a Comcast Material Adverse Effectreasonably be expected to be material to the S&P Index Business: (ia) none of the Comcast Transferors MH or any of its Affiliates (with respect to the MH Contributed Comcast Subsidiaries, the Comcast Assets or the Contributed Comcast BusinessesS&P Index Business), the Contributed Comcast Subsidiaries or the Comcast MH Contributed Assets (except for the Comcast Leased Real Property) is subject and, to the Knowledge of Comcast, no Comcast Leased Real Property is subject, to a written notice, notification, demand, citation, summons, request for information, investigation or order from, or agreement with, any Governmental Authority, or has been assessed any penalty or fine in the last five three (53) years, in each case, relating to any Environmental Law, Environmental Permit or Hazardous Material; (iib) there has been no release, discharge, migration or disposal of Hazardous Materials on, at, to, under by MH or from (including offsite disposal or arrangement for the disposal from) the Comcast Real Properties its Affiliates or, to the Knowledge of ComcastMH, real properties formerly ownedby any Third Party, leased on or operated by under the Contributed Comcast Subsidiaries MH Real Property that is reasonably likely to result in a liability or otherwise used in remedial obligation on the Contributed Comcast Businessespart of MH or any of its Affiliates or the Company; (iiic) there are no Actions pending or or, to the Knowledge of MH, threatened against the Comcast Transferors MH or any of its Affiliates (with respect to the MH Contributed Comcast Subsidiaries, the Comcast Assets or the Contributed Comcast Businesses), the Comcast Assets S&P Index Business) or the MH Contributed Comcast SubsidiariesAssets, in each case, relating to any Environmental Law, Environmental Permit or Hazardous Material; and (ivd) the Comcast Transferors MH and its Affiliates (with respect to the Comcast MH Contributed Assets or the Contributed Comcast BusinessesS&P Index Business), the MH Contributed Comcast Subsidiaries, the Comcast Assets and the Contributed Comcast Businesses S&P Index Business have operated for the last five three (53) years years, and are presently operating in compliance with applicable Environmental Laws Laws, including obtaining and maintaining all Environmental Permits; and (ve) there are no Liabilities of the Comcast Transferors (with respect to the Comcast Assets or the Contributed Comcast Businesses) or the Contributed Comcast Subsidiaries or otherwise relating to the Contributed Comcast BusinessesKnowledge of MH, in each case, with respect to any Environmental Law, Environmental Permit or Hazardous Material; and (vi) there are no financial assurance requirements pertaining to the Contributed Comcast Businesses S&P Index Business or the Comcast MH Contributed Assets (including, to including the Knowledge of Comcast, the Comcast Leased MH Real Property) under any Environmental Law or Environmental Permit. Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 3.13 are MH’s sole and exclusive representations and warranties with respect to matters relating to environmental health and safety.

Appears in 1 contract

Samples: Contribution Agreement (McGraw-Hill Companies Inc)

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