Common use of Environmental Compliance and Conditions Clause in Contracts

Environmental Compliance and Conditions. (a) Except for matters that would not have a Company Material Adverse Effect: (i) The Company and its Subsidiaries are, and since the Reference Date have been, in compliance with all Environmental Laws; (ii) The Company and each of the Company’s Subsidiaries holds, and is in compliance with, all Permits required under Environmental Laws to operate their business, including at the Company Real Property, as presently conducted; (iii) Except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities under Environmental Laws; (iv) To the Company’s Knowledge, neither the Company nor any of its Subsidiaries has released any Hazardous Substance on, under or about the Company Real Property or any other real property now or formerly occupied or used by the Company or any of its Subsidiaries in a manner that reasonably could be expected to give rise to Liability for the Company or any of its Subsidiaries under any Environmental Laws; and (v) Neither the Company nor any of its Subsidiaries has assumed, by contract or operation of Law, any liability of any other Person arising under Environmental Laws.

Appears in 1 contract

Samples: Merger Agreement (Acceleron Pharma Inc)

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Environmental Compliance and Conditions. (a) Except for matters that would not have a Company Material Adverse Effect: (i) The Company and its Subsidiaries are, and since the Reference Date have been, in compliance with all Environmental Laws; (ii) The Company and each of the Company’s its Subsidiaries holds, and is in compliance with, all Permits required under Environmental Laws to operate their business, including business at the Company Real Property, Property as presently conducted; (iii) Except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities under Environmental Laws;; and (iv) To the Knowledge of the Company’s Knowledge, neither the Company nor any of its Subsidiaries has released any Hazardous Substance on, under or about the Company Real Property or any other real property now or formerly occupied or used by the Company or any of its Subsidiaries in a manner that reasonably could be expected to give rise to Liability for the Company or any of its Subsidiaries under any Environmental Laws; and (v) Neither the Company nor any of its Subsidiaries has assumed, by contract or operation of Law, any liability of any other Person arising under Environmental Laws.

Appears in 1 contract

Samples: Merger Agreement (Paratek Pharmaceuticals, Inc.)

Environmental Compliance and Conditions. (a) Except for matters that would not have a Company Material Adverse Effect: (i) The Company and its Subsidiaries are, and since the Reference Date have been, in compliance with all Environmental Laws; (ii) The Company and each of the Company’s its Subsidiaries holds, and is in compliance with, all Permits required under Environmental Laws to operate their business, including business at the Company Real Property, Property as presently conducted; (iii) Except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities under Environmental Laws;; and (iv) To the Company’s Knowledge, neither the Company nor any of its Subsidiaries has released any Hazardous Substance on, under or about the Company Real Property or any other real property now or formerly occupied or used by the Company or any of its Subsidiaries in a manner that reasonably could be expected to give rise to Liability for the Company or any of its Subsidiaries under any Environmental Laws; and (v) Neither the Company nor any of its Subsidiaries has assumed, by contract or operation of Law, any liability of any other Person arising under Environmental Laws.

Appears in 1 contract

Samples: Merger Agreement (Radius Health, Inc.)

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Environmental Compliance and Conditions. (a) Except for matters that would not have a Company Material Adverse Effect: (ia) The the Company and its Subsidiaries are, and since the Reference Date have been, in compliance with all applicable Environmental Laws; (iib) The the Company and each of the Company’s Company Subsidiaries holds, and is in compliance with, have obtained all Permits required under Environmental Laws to operate their business, including business at the Company Leased Real Property, Property as presently conducted; (iiic) Except except for matters that are resolved, neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any Action from any Governmental Body or third party regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities under Environmental Laws; (ivd) To neither the Company’s Knowledge, Company nor any Company Subsidiary is a party to any order resolving any alleged violation of or liability under any Environmental Law under which it has any ongoing obligations; and (e) neither the Company nor any of its Subsidiaries Subsidiaries, or, to the Company’s Knowledge, any third-party, has released any Hazardous Substance on, under under, at, from or about the Company Leased Real Property or any other real property now or formerly occupied or used by the Company or any of its Subsidiaries in a manner that reasonably could be expected to give rise to Liability for the Company or any of its Subsidiaries under any Environmental Laws; and (v) Neither the Company nor any of its Subsidiaries has assumed, by contract or operation of Law, any liability of any other Person arising under Environmental Laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ImmunoGen, Inc.)

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