Common use of Environmental Compliance and Conditions Clause in Contracts

Environmental Compliance and Conditions. Except as set forth on Schedule 4.17: (a) The Company and its Subsidiaries are in compliance with all Environmental Laws, except where the failure to comply would not have a Material Adverse Effect. (b) The Company and its Subsidiaries hold and are in compliance with all Permits required under Environmental Laws to operate at the Leased Real Property and to carry on their businesses as now conducted, except where the failure to hold such Permits would not have a Material Adverse Effect. (c) Since January 1, 2015, the Company and its Subsidiaries have not received any written notice from any Governmental Body regarding any actual or alleged violation of Environmental Laws, or any liabilities or potential liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney’s fees under Environmental Laws, the subject of which would have a Material Adverse Effect. (d) Neither the Company nor its Subsidiaries have disposed of or released any Hazardous Substance at any Leased Real Property in violation of any Environmental Laws and so as to give rise to liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney’s fees under CERCLA or any other Environmental Laws, except for any such liabilities which would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Roper Technologies Inc)

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Environmental Compliance and Conditions. Except as set forth on Schedule 4.17: (a) The Company and its Subsidiaries are in material compliance with all Environmental Laws, except where the failure to comply would not have a Material Adverse Effect. (b) The Company and its Subsidiaries hold and are in material compliance with all Permits required under Environmental Laws to operate at the Leased Real Property and to carry on their its businesses as now conducted, except where the failure to hold such Permits would not have a Material Adverse Effect. (c) Since January 1, 2015, the The Company and its Subsidiaries have not received any written notice from any Governmental Body regarding of any actual or alleged material violation of Environmental Laws, or any material liabilities or potential material liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney’s attorney fees under Environmental Laws, the subject of which would have a Material Adverse EffectLaws in each case that remains pending or unresolved. (d) Neither the Company nor its Subsidiaries have disposed of or released Released any Hazardous Substance at any Leased Real Property in violation of any Environmental Laws and so as to give rise to any liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney’s attorney fees under CERCLA or any other Environmental Laws, except for . (e) The Company and each of its Subsidiaries has delivered to Parent copies of all Phase I and Phase II environmental site assessments of which the Company or any such liabilities which would not of its Subsidiaries have a Material Adverse Effectknowledge related to any of the Leased Real Property that are in the Company’s or its Subsidiaries’ possession.

Appears in 1 contract

Samples: Merger Agreement (Datalink Corp)

Environmental Compliance and Conditions. Except as set forth on Schedule 4.174.15: (a) The Company and its Subsidiaries are in material compliance with all Environmental Laws, except where the failure to comply would not have a Material Adverse Effect. (b) The Company and its Subsidiaries hold and are in material compliance with all Permits required under Environmental Laws to operate at the Leased Real Property and to carry on their its businesses as now conducted, except where the failure to hold such Permits would not have a Material Adverse Effect. (c) Since January 1, 20152011, the Company and its Subsidiaries have not received any written notice from any Governmental Body regarding any actual or alleged violation of Environmental Laws, or any liabilities or potential liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney’s attorney fees under Environmental Laws, the subject of which would have a Material Adverse Effect. (d) Neither the Company nor its Subsidiaries have disposed of or released any Hazardous Substance at any Leased Real Property in violation of any Environmental Laws and so as to give rise to liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney’s attorney fees under CERCLA or any other Environmental Laws. (e) The representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of the Company concerning environmental, except for any such liabilities which would not have a Material Adverse Effecthealth or safety matters including, without limitation, matters arising under Environmental Laws.

Appears in 1 contract

Samples: Merger Agreement (Belden Inc.)

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Environmental Compliance and Conditions. Except as set forth on Schedule 4.17in Section 4.16 of the Disclosure Schedule: (a) The the Company is, and for the last three (3) years has been, in compliance in all material respects with all Environmental Laws applicable to the conduct of its Subsidiaries are business; (b) the Company is, and for the last three (3) years has been, in compliance with all Environmental Laws, except where the failure to comply would not have a Material Adverse Effect. (b) The Company and its Subsidiaries hold and are in compliance with all material Permits required under Environmental Laws Law to operate conduct its business at the Leased Real Property and to carry on their businesses as now conducted, except where the failure to hold such Permits would not have a Material Adverse Effect.Property; (c) Since January 1, 2015, the Company and its Subsidiaries have has not received during the last three (3) years any written notice, information request, demand, claim or notice of violation from any Governmental Body Authority regarding any actual or alleged material violation of Environmental Laws, or any material liabilities or potential material liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney’s attorney fees under Environmental Laws, the subject of which would have a Material Adverse Effect.; (d) Neither there are no material Actions pending or, to the Company’s knowledge, threatened before or by any Governmental Authority against the Company nor its Subsidiaries have which assert any claim under any Environmental Law; and (e) the Company has not disposed of or released any Hazardous Substance at any Leased Real Property in violation of any Environmental Laws and so as to give rise to any material liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney’s attorney fees under CERCLA or any other Environmental Laws. (f) The representations and warranties in this Section 4.16 are the sole and exclusive representations and warranties in this Agreement concerning environmental matters, except for any such liabilities which would not have a Material Adverse Effectincluding matters arising under Environmental Laws.

Appears in 1 contract

Samples: Equity Purchase Agreement (Amedisys Inc)

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