Environmental Compliance and Disclosure. (a) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) each of Parent and the Parent Subsidiaries possesses, and is in compliance with, all permits, licenses and governmental authorizations necessary for the conduct of the business as now being conducted, all such permits are in good standing, and each of the Company and the Company Subsidiaries has filed all registrations and notices that are required under, all Environmental Laws applicable to Parent or any Parent Subsidiary, (ii) there are no proceedings pending, or, to Parent’s knowledge, threatened to cancel, modify, or not renew any such permits, licenses or governmental authorizations, and (iii) Parent and each of the Parent Subsidiaries is in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Environmental Laws.
(b) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Parent nor any Parent Subsidiary has received written notice of actual or threatened or potential liability under any applicable Environmental Laws, including the Federal Comprehensive Environmental Response, Compensation and Liability Act (42 X.X.X. §0000 et seq.) (“CERCLA”) or any similar applicable state or local statute or ordinance from any governmental agency.
(c) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the knowledge of Parent, no Hazardous Materials have ever been or are being spilled, released, discharged, disposed, placed or otherwise caused to become located in any environmental medium, including, without limitation, soil, sub-surface strata, air, water or ground water, under, at, or upon any plant, facility, site, area or property currently or previously owned or leased by Parent or any Parent Subsidiary or on which Parent or any Parent Subsidiary is conducting or has conducted its business or operations, except in compliance with applicable Environmental Laws.
(d) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Parent nor any Parent Subsidiary has entered into or agreed to, nor does either contemplate entering into, any consent or Order, and neither Parent nor any Paren...
Environmental Compliance and Disclosure. Except for any matters --------------------------------------- that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) the Company and each of its Subsidiaries has been and are now in compliance with all Environmental Laws in effect on the date hereof; (b) the Company and each of its Subsidiaries have obtained, and are in full compliance with, all material Permits required by applicable laws for the use, storage, treatment, transportation, release, emission and disposal of raw materials, byproducts, wastes and other substances used or produced by or otherwise relating to the operations of any of them; (c) there is not now and has not been any Hazardous Substance used, generated, treated, stored, transported, disposed of, released, handled or otherwise existing on, under, about, or emanating from, or to, any property owned, leased or operated by the Company or any of its Subsidiaries which could impose liability or responsibility on the Company or any of its Subsidiaries; (d) neither the Company nor any of its Subsidiaries has received any written notice from any governmental agency or third party of alleged actual or potential responsibility for, or any inquiry or investigation regarding, any release or threatened release of Hazardous Substances or alleged violation of, or non-compliance with, any Environmental Law, nor are the Company and its Subsidiaries aware of any information which might form the basis of any such notice; and (e) to the knowledge of the Company, there is no site to which the Company or any of its Subsidiaries have transported or arranged for the transport of Hazardous Substances that is the subject of any environmental action. As used in this Agreement, the term "Environmental Laws" means foreign, federal, state or local ------------------ laws, statutes, ordinances, regulations, rules, judgments, court orders, permits and licenses that are applicable to the Company and in effect on the date of this Agreement and (i) regulate or relate to the protection or clean up of the environment; the use, treatment, storage, transportation, handling, disposal or release of Hazardous Substances, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources; or the health and safety of persons or property, including without limitation protection of the health and safety of employees; or (ii) impose liability or responsibility with re...
Environmental Compliance and Disclosure. (a) The Company possesses, and is in compliance in all material respects with, all permits, licenses and government authorizations and has filed all material notices that are required under Environmental Laws applicable to the Company and its Subsidiaries, and the Company and its Subsidiaries are in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Laws or contained in any Order issued, entered, promulgated or approved thereunder, except where the failure to file or so comply would not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any of its predecessors in interest or Subsidiaries has received written notice of actual or threatened liability under CERCLA or any similar state or local statute or ordinance from any Governmental Entity or any Third Party nor has any of them received requests for information pursuant to 42 U.S.C. ss.104(e) or any similar Law.
(c) Neither the Company nor any of its Subsidiaries has entered into or agreed to, nor does the Company or any of its Subsidiaries contemplate entering into, any Order, and the Company is not subject to any Order, relating to compliance or lack of compliance with any applicable Environmental Laws.
(d) Neither the Company nor any of its Subsidiaries has received written notice that it is subject to any Liability incurred, imposed or based upon any provision of any Environmental Law and arising out of any act or omission of the Company, its Subsidiaries, its predecessors in interest or any of their Representatives.
(e) All Hazardous Materials used or generated at any time at any facility of the Company have been disposed of by the Company in accordance with all Environmental Laws.
Environmental Compliance and Disclosure. (a) For the purposes of this Agreement:
Environmental Compliance and Disclosure. Except as set forth in the Company Disclosure Letter:
(a) Each of the Company and its Subsidiaries possesses, and is in compliance in all material respect with, all permits, licenses and governmental authorizations and has filed all notices that are required under, all Environmental Laws (as hereinafter defined) applicable to the Company or any Subsidiary, as applicable, and the Company and each of its Subsidiaries is in compliance in all material respects with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those laws or contained in any Law, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder, including, but not limited to, with respect to the use, storage, treatment, manufacture, generation, disposal and handling of Hazardous Materials;
(b) Neither the Company nor any Subsidiary has received notice of actual or threatened liability under the Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") or any similar state or local statute or ordinance from any governmental agency or any third party and, to the knowledge of the Company, there are no facts or circumstances which could form the basis for the assertion of any claim against the Company or any Subsidiary under any Environmental Laws including, without limitation, CERCLA or any similar local, state or foreign Law with respect to any on-site or off-site location;
(c) No Hazardous Materials have ever been, are being, or are threatened to be spilled, released, discharged, disposed, placed or otherwise caused to become located in buildings or the soil, sub-surface strata, air, water or ground water under, or upon any plant, facility, site, area or property currently or previously owned or leased by the Company or any Subsidiary or on which the Company or any Subsidiary is conducting or has conducted its business or operations.
(d) Neither the Company nor any Subsidiary has entered into or agreed to, nor does it contemplate entering into, any consent decree or order, and neither the Company nor any Subsidiary is subject to any judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of Hazardous Materials under, any applicable Environmental Laws;
(e) Neither the Company nor any Subsidiary has been subject to any administrative or judicial proceeding pursuant ...
Environmental Compliance and Disclosure. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and each of the Parent Subsidiaries comply with all applicable Environmental Laws (as defined below), and possess and comply with all applicable Environmental Permits (as defined below) required under such Environmental Laws to operate as it presently operates; (ii) to the knowledge of Parent, there are no Materials of Environmental Concern (as defined below) at any property owned or operated by Parent or any of the Parent Subsidiaries, under circumstances that are reasonably likely to result in liability of Parent or any of the Parent Subsidiaries under any applicable Environmental Law; and (iii) neither Parent nor any of the Parent Subsidiaries has received any written notification alleging that it is liable for, or requesting information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar state statute, concerning any release or threatened release of Materials of Environmental Concern at any location except, with respect to any such notification or request for information concerning any such release or threatened release, to the extent such matter has been resolved with the appropriate Governmental Entity.
(b) Notwithstanding any other representations and warranties in this Agreement, the representations and warranties in this Section 5.14 are the only representations and warranties in this Agreement with respect to Environmental Laws or Materials of Environmental Concern.
(c) For purposes of this Agreement, the following terms shall have the meanings assigned below:
Environmental Compliance and Disclosure. (a) The Company possesses, and is in compliance in all material respects with, all permits, licenses and government authorizations and has filed all notices that are required under Environmental Laws applicable to the Company, and the Company is in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those laws or contained in any Law, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder, except where the failure to so comply, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect.
(b) The Company has not received written notice of actual or threatened liability under CERCLA or any similar state or local statute or ordinance from any Governmental Entity or any third party.
(c) The Company has not entered into or agreed to, nor does it contemplate entering into, any Order, and the Company is not subject to any Order relating to compliance with any applicable Environmental Laws.
(d) Neither the Company nor any Subsidiary has received written notice that it is subject to any Liability incurred or imposed or based upon any provision of any Environmental Law and arising out of any act or omission of the Company, or any of its employees, agents or representatives.
Environmental Compliance and Disclosure. To the Knowledge of Buyer, except as set forth on Schedule 4.17:
(a) Each of the Buyer Parties possesses, and is in compliance with, all permits, licenses and government authorizations and has filed all notices that are required under applicable Environmental Laws applicable to Buyer Parties and the Buyer Parties Real Property, and each of the Buyer Parties and the Buyer Parties Real Property are in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Environmental Laws or contained in any Order issued, entered, promulgated or approved thereunder.
(b) None of the Buyer Parties has received written notice of actual or threatened liability under CERCLA or any similar state or local Law from any Authority or any third party.
(c) None of the Buyer Parties has entered into or agreed to, nor do any of the Buyer Parties presently contemplate entering into, any consent decree or Order with respect to, and none of the Buyer Parties is subject to any Order relating to, compliance with or the cleanup of hazardous materials under any applicable Environmental Laws.
(d) None of the Buyer Parties has received written notice that it is subject to any claim, obligation, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Law and arising out of any act or omission of Buyer Parties, their respective employees, agents or representatives or arising out of the ownership, use, control or operation by Buyer Parties of any facility, site, area or property (including, without limitation, any facility, site, area or property currently or previously owned or leased by Buyer Parties) from which any hazardous materials were released into the environment.
(e) None of the Buyer Parties Owned Real Property or real property previously owned by Buyer Parties contains any friable asbestos, regulated PCBs or underground storage tanks.
Environmental Compliance and Disclosure. Except as set forth in Section 3.16 of the Company Disclosure Letter:
(a) Each of the Company and the Company Subsidiaries is in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, possession by the Company and the Company Subsidiaries of all permits, licenses and governmental authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof), except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since April 1, 2000, neither the Company nor any Company Subsidiary has received any written or, to the knowledge of the Company, oral communication from a Governmental Entity, or, to the knowledge of the Company, from any citizens' group, employee or otherwise, that alleges that the Company or any Company Subsidiary is not in such compliance.
(b) There is no Environmental Claim pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary, or, to the knowledge of the Company, against any person or entity whose liability for any Environmental Claim the Company or any Company Subsidiary has retained or assumed either contractually or by operation of law.
(c) To the Company's knowledge, none of the assets owned by the Company or any Company Subsidiary or any real property owned or leased by the Company or any Company Subsidiary contain any friable asbestos, PCBs or underground storage tanks which are reasonably likely to result in a material liability to the Company.
Environmental Compliance and Disclosure. Except as set forth in Section 4.16 of the Parent Disclosure Letter:
(a) Each of Parent and the Parent Subsidiaries is in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, possession by Parent and the Parent Subsidiaries of all permits, licenses and governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2000, neither Parent nor any Parent Subsidiary has received any written or, to the knowledge of Parent, oral communication from a Governmental Entity, or, to the knowledge of Parent, from any citizens' group, employee or otherwise, that alleges that Parent or any Parent Subsidiary is not in such compliance.
(b) There is no Environmental Claim pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary, or, to the knowledge of Parent, against any person or entity whose liability for any Environmental Claim Parent or any Parent Subsidiary has retained or assumed either contractually or by operation of law.
(c) To Parent's knowledge, none of the assets owned by Parent or any Parent Subsidiary or any real property owned or leased by Parent or any Parent Subsidiary contain any friable asbestos, PCBs or underground storage tanks which are reasonably likely to result in a material liability to Parent.
