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 Parent Subsidiary is subject to any consent or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws. (e) Neither Parent nor any Parent Subsidiary has been subject to any administrative or judicial proceeding material to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge of Parent, has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years. (f) 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 notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent or any Parent Subsidiary, its employees, agents or representatives or, to the knowledge of Parent, arising out of the ownership, use, control or operation by Parent or any Parent Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent or any Parent Subsidiary) or any other area on which Parent or any Parent Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released into the environment (the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, to the knowledge of Parent, none are threatened or foreseen. (g) 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, 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. (h) As used in this Agreement, the term “Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 3 contracts
Samples: Merger Agreement (Micro Investment LLC), Merger Agreement (Micro Therapeutics Inc), Merger Agreement (Ev3 Inc.)
Environmental Compliance and Disclosure. (a) Except as has not had, or would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect on Company: (i) each of Parent Company and the Parent Subsidiaries each Company Subsidiary possesses, and is in compliance with, all permits, licenses licenses, registrations 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 Company or any Parent Company Subsidiary, as applicable, true and complete copies of which have been made available to Buyer, (ii) there are no proceedings proceedings, investigations or inquiries pending, or, to ParentSeller’s knowledge, threatened to cancel, modify, or not renew any such permits, licenses licenses, registrations or governmental authorizations, and (iii) Parent Company and each of the Parent Subsidiaries Company Subsidiary 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 Neither Company nor any Parent Company Subsidiary has received written notice of actual or threatened or potential liability liability, or request for information that would be material to the business of Company and Company Subsidiaries, taken as a whole, under any applicable Environmental Laws, including the Federal Comprehensive Environmental Response, Compensation and Liability Act (42 X.X.X. §0000 et seq.) (“CERCLA”) CERCLA or any similar applicable state or local statute or ordinance from any governmental agency.
(c) Except as has not had, or would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, to the knowledge of ParentEffect on Company, no Hazardous Materials have ever been or are being spilled, released, discharged, disposed, placed placed, or, to the Knowledge of Seller, migrated, 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 Site currently or previously owned or leased by Parent Company 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 LawsCompany Subsidiary.
(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 Neither Company nor any Parent Company Subsidiary has entered into or agreed to, nor does either contemplate entering into, any material consent or Order, and neither Parent Company nor any Parent Company Subsidiary is subject to any material consent or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.
(e) Neither Parent Company nor any Parent Company Subsidiary has been subject to any administrative or judicial proceeding material to Parent the business of Company and the Parent Company Subsidiaries, taken as a whole, pursuant to, and, to the knowledge Knowledge of ParentSeller, has not been alleged in writing by any governmental agency Governmental Entity to be in violation in a manner material to Parent the business of Company and the Parent Company Subsidiaries, taken as a whole, of, of applicable Environmental Laws either now or any time during the past five yearspreviously which has not been fully resolved.
(f) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Parent Neither Company nor any Parent Company Subsidiary has received notice that it is subject to any material claim, obligation, investigation, inquiry, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent Company or any Parent Company Subsidiary, its employees, agents or representatives or, to the knowledge Knowledge of ParentSeller, arising out of the ownership, use, control or operation by Parent Company or any Parent Company Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent or any Parent Subsidiary) or any other area on which Parent or any Parent Subsidiary is conducting or has conducted its business or operations at or Site from which any Hazardous Materials were released into the environment (the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface that has not been addressed or ground water, drinking water supply, soil, surface remediated in accordance with applicable Environmental Laws by Company when it was ultimately determined that it was Company’s responsibility or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, obligation to the knowledge of Parent, none are threatened or foreseendo so.
(g) Except as has not had, or would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect on Company, to the knowledge of Parent, none of the assets owned by Parent no Tower Related Asset or any Parent Subsidiary or Site contains any real property owned or leased by Parent or any Parent Subsidiary contain any friable asbestos, PCBs or underground or aboveground storage tanks.
(h) As used in Seller has made available to Buyer, true and complete copies of surveys, reports, assessments, audits, evaluation investigations, remedial actions, sampling results or other documents relating to the presence, migration or disposal of any Hazardous Materials or noncompliance with Environmental Laws prepared for or at the request of Company or any Company Subsidiary or with regard to any Site currently or previously owned or leased by Company or any Company Subsidiary.
(i) For purposes of this AgreementSection 3.14, the term “Environmental LawsSite” means any applicable and binding Laws (including statutesshall exclude Managed Sites, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materialsthat Company or any Company Subsidiary is not an owner or operator of the Site under CERCLA.
(j) Except as specifically set forth in this Section 3.14, Seller makes no other representations or warranties in this Agreement with respect to Environmental Laws, environmental matters or the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seqother matters set forth in this Section 3.14.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sba Communications Corp), Stock Purchase Agreement (Sba Communications Corp)
Environmental Compliance and Disclosure. (a) Except as has not had, or would not reasonably be expected to have, individually or set forth in Section 5.15(a) of the aggregate, a Material Adverse EffectCompany Disclosure Schedule: (i) each of Parent Company and the Parent Subsidiaries Company Subsidiary possesses, and is in compliance with, all permits, licenses licenses, registrations 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 such Company and such Company Subsidiary, (ii) there are no proceedings proceedings, investigations or inquiries pending, or, to Parent’s knowledgethe Knowledge of the Companies, threatened to cancel, modify, or not renew any such permits, licenses licenses, registrations or governmental authorizations, and (iii) Parent each Company and each of the Parent Subsidiaries Company Subsidiary is in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those all applicable Environmental Laws.
(b) Except as has not had, or would not reasonably be expected to have, individually or in None of the aggregate, a Material Adverse Effect, neither Parent Companies nor any Parent Subsidiary of the Company Subsidiaries has received written notice of actual or actual, threatened or potential liability liability, or request for information, and, to the Companies’ Knowledge, none of the Companies nor any of the Company Subsidiaries has received oral notice of actual, threatened or potential liability, or request for information that would reasonably expected to be material to the business of each Company or Company Subsidiary, taken as a whole, under CERCLA or any other 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 Law from any governmental agency, citizens’ group, or other putative plaintiff or plaintiffs.
(c) Except as has not had, or would not reasonably be expected to have, individually or in set forth on Section 5.15(c) of the aggregate, a Material Adverse EffectCompany Disclosure Schedule, to the knowledge Knowledge of Parentthe Companies, no Hazardous Materials have ever been or are being spilled, releasedReleased, discharged, disposed, placed placed, or migrated, or otherwise caused to become located in any environmental mediummedium or building interior, including, without limitation, including soil, sub-surface strata, indoor or ambient air, water or ground water, under, at, or upon any plant, facility, site, area Property or property Tower Site currently or previously owned or leased by Parent a Company or any Parent Subsidiary Company Subsidiary, in a condition or on concentration which Parent requires investigation or any Parent Subsidiary is conducting or has conducted its business or operations, except in compliance with applicable cleanup under Environmental Laws.
(d) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, Neither a Material Adverse Effect, neither Parent Company nor any Parent Company Subsidiary has entered into or agreed to, nor does either it contemplate entering into, any consent material consent, Order, or Ordersettlement, and neither Parent a Company nor any Parent Company Subsidiary is subject to any consent material consent, Order, or Ordersettlement, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.
(e) Neither Parent a Company nor any Parent Company Subsidiary has been is subject to any administrative or judicial proceeding material to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge Knowledge of Parentthe Companies, has not been alleged in writing by any governmental agency Governmental Authority to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, of applicable Environmental Laws either now or any time during the past five yearspreviously which has not been fully resolved.
(f) Except as has not had, or would not reasonably be expected to have, individually or in None of the aggregate, a Material Adverse Effect, neither Parent Companies nor any Parent Subsidiary of the Company Subsidiaries has received written notice that it is subject to any claim, obligation, investigation, inquiry, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent or any Parent Subsidiary, its employees, agents or representatives or, to the knowledge of Parent, arising out of the ownership, use, control or operation by Parent or any Parent Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent or any Parent Subsidiary) or any other area on which Parent or any Parent Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released into the environment (the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, to the knowledge of ParentCompanies’ Knowledge, none are threatened of the Companies nor any of the Companies Subsidiaries have received any oral notice that it is subject to any claim, obligation, investigation, inquiry, penalty, fine, liability, loss, damage or foreseenexpense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law that has not been addressed or remediated in accordance with applicable Environmental Laws by such Company or such Company Subsidiary.
(g) 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, none set forth on Section 5.15(g) of the assets owned by Parent Company Disclosure Schedule, no Company Asset, Property or any Parent Subsidiary or Tower Site contains any real property owned or leased by Parent or any Parent Subsidiary contain any friable asbestos, PCBs or underground or aboveground storage tanks, in a condition that requires action to comply with Environmental Laws.
(h) As used in this Agreement, The Towers developed by Mobilitie Guatemala are authorized by the term Ministerio de Ambiente y Recursos Naturales of Guatemala (“MARN”) as the proponent under the Plan de Ampliacion de Ochocientos Sitios de Telefonica Movil (“Environmental Laws” means any applicable and binding Laws (including statutesPlan”). Each Tower located in Guatemala has been constructed in accordance with the Environmental Plan, and common lawMobilitie Guatemala does not have any additional obligations under the Environmental Plan in connection with such Tower. Further information on the proponent under the Environmental Plan is set forth in Section 5.15(h) of the United States, any State Company Disclosure Schedule.
(i) The representations and warranties in this Section 5.15 and in Section 5.6 (Permits; Compliance with Laws) are the sole representations and warranties in this Agreement concerning environmental matters or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Environmental Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Sba Communications Corp)
Environmental Compliance and Disclosure. (a) Except as has not had, or set forth in Section 5.13 of the Company Disclosure Letter under the appropriately captioned corresponding clause contained herein and except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect: (ia) the Company and each of Parent Subsidiary have complied and are in compliance with, and the Parent Subsidiaries possesses, Owned Real Property and is the Leased Real Property (each as hereinafter defined are collectively referred to in this Section 5.13 as the "Property") and all improvements thereon are 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(as hereinafter defined), (iib) there are no proceedings pendingfacts, orcircumstances, to Parent’s knowledge, threatened to cancel, modify, or not renew any such permits, licenses or governmental authorizations, and Releases (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”hereinafter defined) or conditions existing, initiated or occurring which have or will result in liability to the Company or any similar applicable state or local statute or ordinance from any governmental agency.
Subsidiary under Environmental Law, (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, there are 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 Parent Subsidiary is subject to any consent or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.
(e) Neither Parent nor any Parent Subsidiary has been subject to any administrative or judicial proceeding material to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge of Parent, has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years.
(f) 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 notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent or any Parent Subsidiary, its employees, agents or representatives pending or, to the knowledge of Parentthe Company, arising out threatened Environmental Claims (as hereinafter defined), and neither the Company nor any Subsidiary has received any written notice of any Environmental Claim from any Person, (d) (i) the Company and each Subsidiary maintains in full force and effect all Environmental Permits (as hereinafter defined) necessary to operate the business or assets of the ownership, use, control or operation by Parent Company or any Parent Subsidiary as currently operated, a true and complete list of any plantwhich is set forth in Section 5.13(d)(i) the Company Disclosure Letter, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent or any Parent Subsidiaryii) or any other area on which Parent or any Parent the Company and each Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released into the environment (the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environmenttimely filed applications for all Environmental Permits, and the term “environment” meaning any surface or ground water(iii) none of such Environmental Permits require consent, drinking water supply, soil, surface or subsurface strata or mediumnotification, or other action to remain in full force and effect following the ambient airtransactions contemplated hereby; (e)
(i) and there is no reasonable basis for any such notice the Owned Real Property and, to the knowledge of ParentCompany's knowledge, none are threatened or foreseen.
the Leased Real Property do not contain underground improvements (ge.g., tanks) Except as has not had, or would not reasonably be expected to have, individually used currently or in the aggregate, a Material Adverse Effect, to past for the knowledge of Parent, 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.
(h) As used in this Agreement, the term “Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection and no portion of the environment Owned Real Property or, to the Company's knowledge, the Leased Real Property is or protection has been used as a dump or landfill or consists of human health or contains filled in land or wetlands, (ii) with respect to any real property formerly owned, operated, or leased by the Company or any Subsidiary, during the period of such ownership, operation or tenancy, no portion of such property was used as a dump or landfill and safety from Hazardous Materialsthe Company has no knowledge of any such use at any time prior to its ownership or operation of or tenancy at such real property, including judgmentsand (iii) neither PCBs (as hereinafter defined), awards"toxic mold," nor asbestos-containing materials are present on or in the Owned Real Property or the improvements thereon or, decreesto the Company's knowledge, regulationsthe Leased Real Property or the improvements thereon; (f) the Company has furnished to Purchaser accurate and complete copies of all environmental assessments, rulesreports, standardsaudits and other documents in its possession or under its control that relate to the Property, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such compliance with Environmental Laws, or any other real property that the Company or any Subsidiary formerly owned, operated, or leased; and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.g) (i) no Property, and no property to which Hazardous Materials (as hereinafter defined) originating on or from such properties or the businesses or assets of the Company or any Subsidiary has been sent for treatment or disposal, is listed or, to the extent Company's knowledge, proposed to be listed on the National Priorities List or CERCLIS or on any other governmental database or list of properties that may or do require Remediation (as hereinafter defined) under Environmental Laws and (ii) neither the Company nor any Subsidiary has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Materials at any location such that it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seqis or will be liable for Remediation of such location pursuant to Environmental Laws.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
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 ATC and the Parent ATC 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 ATC or any Parent ATC Subsidiary, as applicable, (ii) there are no proceedings pending, or, to ParentATC’s knowledge, threatened to cancel, modify, modify or not renew any such permits, licenses or governmental authorizations, and (iii) Parent ATC and each of the Parent ATC 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 Neither ATC nor any Parent ATC Subsidiary has received written notice of actual or threatened or potential liability that would be material to ATC and the ATC Subsidiaries, taken as a whole, under any applicable Environmental Laws, including the Federal Comprehensive Environmental Response, Compensation and Liability Act (42 X.X.X. §0000 et seq.) (“CERCLA”) 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 ParentATC, 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, at or upon any plant, facility, site, area or property currently or previously owned or leased by Parent ATC or any Parent ATC Subsidiary or on which Parent ATC or any Parent ATC 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 ATC nor any Parent ATC Subsidiary has entered into or agreed to, nor does either contemplate entering into, any consent or Order, and neither Parent ATC nor any Parent ATC Subsidiary is subject to any consent or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.
(e) Neither Parent ATC nor any Parent ATC Subsidiary has been subject to any administrative or judicial proceeding material to Parent ATC and the Parent ATC Subsidiaries, taken as a whole, pursuant to, and, to the knowledge of ParentATC, has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent ATC and the Parent ATC Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years.
(f) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Parent ATC nor any Parent ATC Subsidiary has received notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent ATC or any Parent ATC Subsidiary, its employees, agents or representatives or, to the knowledge of ParentATC, arising out of the ownership, use, control or operation by Parent ATC or any Parent ATC Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent ATC or any Parent ATC Subsidiary) or any other area on which Parent ATC or any Parent ATC Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released into the environment (the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, to the knowledge of ParentATC, none are threatened or foreseen.
(g) 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 ParentATC, none of the assets owned by Parent ATC or any Parent ATC Subsidiary or any real property owned or leased by Parent ATC or any Parent ATC Subsidiary contain any friable asbestos, PCBs or underground storage tanks.
(h) As used in this Agreement, the term “Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
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 SpectraSite and the Parent SpectraSite 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 SpectraSite or any Parent SpectraSite Subsidiary, as applicable, (ii) there are no proceedings pending, or, to Parent’s SpectraSite's knowledge, threatened to cancel, modify, or not renew any such permits, licenses or governmental authorizations, and (iii) Parent SpectraSite and each of the Parent SpectraSite 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 Neither SpectraSite nor any Parent SpectraSite Subsidiary has received written notice of actual or threatened or potential liability that would be material to SpectraSite and the SpectraSite Subsidiaries, taken as a whole, under any applicable Environmental Laws, including the Federal Comprehensive Environmental Response, Compensation and Liability Act (42 X.X.X. §0000 U.S.C. ss.9601 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 ParentSpectraSite, 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 SpectraSite or any Parent SpectraSite Subsidiary or on which Parent SpectraSite or any Parent SpectraSite 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 SpectraSite nor any Parent SpectraSite Subsidiary has entered into or agreed to, nor does either contemplate entering into, any consent or Order, and neither Parent SpectraSite nor any Parent SpectraSite Subsidiary is subject to any consent or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.
(e) Neither Parent SpectraSite nor any Parent SpectraSite Subsidiary has been subject to any administrative or judicial proceeding material to Parent SpectraSite and the Parent SpectraSite Subsidiaries, taken as a whole, pursuant to, and, to the knowledge of ParentSpectraSite, has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent SpectraSite and the Parent SpectraSite Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years.
(f) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Parent SpectraSite nor any Parent SpectraSite Subsidiary has received notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent SpectraSite or any Parent SpectraSite Subsidiary, its employees, agents or representatives or, to the knowledge of ParentSpectraSite, arising out of the ownership, use, control or operation by Parent SpectraSite or any Parent SpectraSite Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent SpectraSite or any Parent SpectraSite Subsidiary) or any other area on which Parent SpectraSite or any Parent SpectraSite Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released into the environment (the term “"release” " meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “"environment” " meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, to the knowledge of ParentSpectraSite, none are threatened or foreseen.
(g) 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 ParentSpectraSite, none of the assets owned by Parent SpectraSite or any Parent SpectraSite Subsidiary or any real property owned or leased by Parent SpectraSite or any Parent SpectraSite Subsidiary contain any friable asbestos, PCBs or underground storage tanks.
(h) As used in this Agreement, the term “Environmental Laws” "ENVIRONMENTAL LAWS" means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ ss.ss. 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ X.X.X. ss.ss. 6901 et seq.), the Clean Water Act (33 U.S.C. §§ ss.ss. 1251 et seqsxx.), the Occupational Safety and Health Act (29 U.S.C. §§ U.S.X. xx.ss. 651 et seq.) (to the extent it regulates Hazardous Materials) , the xxx Toxic Substances Control Act (15 U.S.C. §§ ss.ss. 2601 et seq.), Emergency Planning and Community Right To Know Act Xxx (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ ss.ss. 300f et seq.), as well as any and all regulations, rules, standardsstanxxxxx, requirements, orders and permits issued thereunder.
Appears in 1 contract
Samples: Merger Agreement (Spectrasite Inc)
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 ATC and the Parent ATC 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 ATC or any Parent ATC Subsidiary, as applicable, (ii) there are no proceedings pending, or, to Parent’s ATC's knowledge, threatened to cancel, modify, modify or not renew any such permits, licenses or governmental authorizations, and (iii) Parent ATC and each of the Parent ATC 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 Neither ATC nor any Parent ATC Subsidiary has received written notice of actual or threatened or potential liability that would be material to ATC and the ATC Subsidiaries, taken as a whole, under any applicable Environmental Laws, including the Federal Comprehensive Environmental Response, Compensation and Liability Act (42 X.X.X. §0000 et seq.) (“CERCLA”) 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 ParentATC, 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, at or upon any plant, facility, site, area or property currently or previously owned or leased by Parent ATC or any Parent ATC Subsidiary or on which Parent ATC or any Parent ATC 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 ATC nor any Parent ATC Subsidiary has entered into or agreed to, nor does either contemplate entering into, any consent or Order, and neither Parent ATC nor any Parent ATC Subsidiary is subject to any consent or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.
(e) Neither Parent ATC nor any Parent ATC Subsidiary has been subject to any administrative or judicial proceeding material to Parent ATC and the Parent ATC Subsidiaries, taken as a whole, pursuant to, and, to the knowledge of ParentATC, has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent ATC and the Parent ATC Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years.
(f) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Parent ATC nor any Parent ATC Subsidiary has received notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent ATC or any Parent ATC Subsidiary, its employees, agents or representatives or, to the knowledge of ParentATC, arising out of the ownership, use, control or operation by Parent ATC or any Parent ATC Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent ATC or any Parent ATC Subsidiary) or any other area on which Parent ATC or any Parent ATC Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released into the environment (the term “"release” " meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “"environment” " meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, to the knowledge of ParentATC, none are threatened or foreseen.
(g) 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 ParentATC, none of the assets owned by Parent ATC or any Parent ATC Subsidiary or any real property owned or leased by Parent ATC or any Parent ATC Subsidiary contain any friable asbestos, PCBs or underground storage tanks.
(h) As used in this Agreement, the term “Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
Samples: Merger Agreement (Spectrasite Inc)
Environmental Compliance and Disclosure. Except as set forth on Schedule 3.25 of the Company Disclosure Schedule:
(a) Except as has not had, or would not reasonably be expected to have, individually or in Each of the aggregate, a Material Adverse Effect: (i) each of Parent Company and the Parent its Subsidiaries possesses, and is in compliance in all material respects with, all permits, licenses Permits 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 (as defined below) applicable to Parent the Company 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 the Company and each of the Parent its Subsidiaries is in material compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules prohibitions and timetables obligations contained in those Environmental Laws.Laws or contained in any Law, 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 (as defined below);
(b) Except as has not had, or would not reasonably be expected to have, individually or in Neither the aggregate, a Material Adverse Effect, neither Parent Company 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.agency and, to the Knowledge of the Company, there are no facts or circumstances which could form the basis for the assertion of any material 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) 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 No Hazardous Materials have ever been been, or are being being, spilled, released, discharged, disposed, placed or otherwise caused to become located in any environmental medium, including, without limitation, buildings or the soil, sub-surface strata, air, water or ground water, water under, at, or upon any plant, facility, site, area or property currently or previously owned or leased by Parent the Company or any Parent Subsidiary or on which Parent the Company or any Parent Subsidiary is conducting or has conducted its business or operations, by the Company or its Subsidiaries, except in compliance with applicable Environmental Laws.
(d) Except as has not hadto the extent that such spillages, releases, discharges, disposals, placements or otherwise would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, neither Parent Effect on the Company;
(d) Neither the Company nor any Parent Subsidiary has entered into or agreed to, nor does either contemplate entering into, to any consent decree or Orderorder, and neither Parent the Company nor any Parent Subsidiary is subject to any consent judgment, decree or Order, in either case, judicial or administrative order relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.;
(e) Neither Parent the Company nor any Parent Subsidiary has been subject to any administrative or judicial proceeding material pursuant to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge Knowledge of Parentthe Company, has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws or regulations either now or any time during the past five three years.;
(f) Except as has not had, or would not reasonably be expected to have, individually or in Neither the aggregate, a Material Adverse Effect, neither Parent Company nor any Parent Subsidiary has received written notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law Law, including claims for personal property damage, and arising out of any act or omission of Parent the Company or any Parent Subsidiary, its employees, agents or representatives or, to the knowledge Knowledge of Parentthe Company, arising out of the ownership, use, control or operation by Parent the Company or any Parent Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent the Company or any Parent Subsidiary) or any other area on which Parent the Company or any Parent Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released into the environment (the term “"release” " meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “"environment” " meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and and, to the Knowledge of the Company, there is no reasonable basis for any such notice and, to the knowledge of Parent, and none are threatened or foreseen.threatened;
(g) Except as The Company has not hadheretofore made available to Parent true, correct and complete copies of all files of the Company and each Subsidiary relating to environmental matters. Neither the Company nor any Subsidiary has paid any fines, penalties or would not reasonably be expected assessments within the last three years with respect to have, individually or in environmental matters; and
(h) To the aggregate, a Material Adverse Effect, to Knowledge of the knowledge of ParentCompany, none of the assets owned by Parent the Company or any Parent Subsidiary or any real property owned or leased by Parent the Company or any Parent Subsidiary contain any friable asbestos, regulated PCBs or underground storage tanks.
(h) As used in this Agreement. To the Company's Knowledge, the term “Environmental Laws” means Company has not (i) manufactured or distributed or otherwise incorporated into any applicable and binding Laws product it manufactured or distributed, nor (including statutes, and common lawii) of the United Statesever acquired any company that manufactured or distributed or otherwise incorporated into any product it manufactured or distributed, any State asbestos or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seqasbestos-containing materials.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
Samples: Merger Agreement (Bha Group Inc)
Environmental Compliance and Disclosure. (a) Except as has not had, or would had and is not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: :
(a) (i) each of Parent Global and the Parent Global 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 Global or any Parent Global Subsidiary, as applicable, (ii) there are no proceedings pending, or, to ParentGlobal’s knowledge, threatened to cancel, modify, or not renew any such permits, licenses or governmental authorizations, and (iii) Parent Global and each of the Parent Global 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 Global nor any Parent Global Subsidiary has received written notice of actual or threatened or potential liability under any applicable Environmental Laws, including the Federal Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 X.X.X. §0000 U.S.C. § 9601 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 ParentGlobal, no Hazardous Materials (as defined in Section 3.16(j)) have ever been or are being spilled, released, discharged, disposedReleased, 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 Global or any Parent Global Subsidiary or on which Parent Global or any Parent Global 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 Global nor any Parent Global Subsidiary has entered into or agreed tointo, nor does either contemplate entering into, any consent agreement or Order, and neither Parent Global nor any Parent Global Subsidiary is subject to any consent agreement or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.;
(e) Neither Parent except for any matters that have been materially resolved, neither Global nor any Parent Global Subsidiary is or has been subject to any administrative or judicial proceeding material related to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge alleged or actual violations of Parent, has not been alleged in writing by or liability under any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years.Laws;
(f) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Parent Global nor any Parent Global Subsidiary has received notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent Global or any Parent Global Subsidiary, its employees, agents or representatives or, to the knowledge of ParentGlobal, arising out of the ownership, use, control or operation by Parent Global or any Parent Global Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent Global or any Parent Global Subsidiary) or any other area on which Parent Global or any Parent Global Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released Released into the environment and there is no reasonable basis for any such notice and, to the knowledge of Global, none are threatened or foreseen; and
(g) to the term “release” meaning knowledge of Global, none of the assets owned by Global or any spillingGlobal Subsidiary or any real property owned or leased by Global or any Global Subsidiary contain any friable asbestos, leakingPolychlorinated biphenyls or underground storage tanks.
(h) As used in this Agreement, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning means any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, to the knowledge of Parent, none are threatened or foreseen.
(g) 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, 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.
(h) As used in this Agreement, the term “Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
Environmental Compliance and Disclosure. To the Knowledge of Acquired Company, except as set forth on Schedule 3.21:
(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 Acquired Company possesses, and is in material compliance with, all permits, licenses and governmental government 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 underunder applicable Laws relating to protection of the environment, all pollution control, product registration and hazardous materials (“Environmental Laws 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 authorizationsAcquired Company and the Acquired Company Real Property, and (iii) Parent Acquired Company and each of the Parent Subsidiaries is Acquired Company Real Property are in material compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Environmental LawsLaws or contained in any Order issued, entered, promulgated or approved thereunder.
(b) Except as Acquired Company 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 Law from any governmental agencyAuthority or any third party.
(c) Except as Acquired Company has not hadentered into or agreed to, nor has Acquired Company received written notice of any consent decree or would Order with respect to, and Acquired Company is not reasonably be expected subject to haveany Order relating to, 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 or the cleanup of hazardous materials under any applicable Environmental Laws.
(d) Except as Acquired Company 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 Parent Subsidiary is subject to any consent or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.
(e) Neither Parent nor any Parent Subsidiary has been subject to any administrative or judicial proceeding material to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge of Parent, has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years.
(f) 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 that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent or any Parent SubsidiaryAcquired Company, its employees, agents or representatives or, to the knowledge of Parent, or arising out of the ownership, use, control or operation by Parent or any Parent Subsidiary Acquired Company of any plant, facility, site, area or property (including including, without limitation, any plant, facility, site, area or property currently or previously owned or leased by Parent Acquired Company or any Parent Subsidiaryof its Subsidiaries) or any other area on which Parent or any Parent Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials hazardous materials were released into the environment (the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for that requires a cleanup response under any such notice and, to the knowledge of Parent, none are threatened or foreseenapplicable Environmental Law.
(ge) Except as None of the Acquired Company Owned Real Property or real property previously owned by Acquired Company contains (i) any friable asbestos that has not hadbeen abated under applicable Environmental Laws, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the knowledge of Parent, 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, (ii) regulated PCBs or underground storage tanks.
(h) As used , except as owned or operated by the Acquired Company in this Agreement, the term “compliance with Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
Samples: Share Exchange Agreement (Harvest Health & Recreation Inc.)
Environmental Compliance and Disclosure. (a) Except as has not had, or would had and is not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: :
(a) (i) each of Parent Global and the Parent Global 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 Global or any Parent Global Subsidiary, as applicable, (ii) there are no proceedings pending, or, to Parent’s Global's knowledge, threatened to cancel, modify, or not renew any such permits, licenses or governmental authorizations, and (iii) Parent Global and each of the Parent Global 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 Global nor any Parent Global Subsidiary has received written notice of actual or threatened or potential liability under any applicable Environmental Laws, including the Federal Comprehensive Environmental Response, Compensation Compensation, and Liability Act (42 X.X.X. §0000 U.S.C. ss. 9601 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 ParentGlobal, no Hazardous Materials (as defined in Section 3.16(j)) have ever been or are being spilled, released, discharged, disposedReleased, 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 Global or any Parent Global Subsidiary or on which Parent Global or any Parent Global 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 Global nor any Parent Global Subsidiary has entered into or agreed tointo, nor does either contemplate entering into, any consent agreement or Order, and neither Parent Global nor any Parent Global Subsidiary is subject to any consent agreement or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.;
(e) Neither Parent except for any matters that have been materially resolved, neither Global nor any Parent Global Subsidiary is or has been subject to any administrative or judicial proceeding material related to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge alleged or actual violations of Parent, has not been alleged in writing by or liability under any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years.Laws;
(f) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Parent Global nor any Parent Global Subsidiary has received notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent Global or any Parent Global Subsidiary, its employees, agents or representatives or, to the knowledge of ParentGlobal, arising out of the ownership, use, control or operation by Parent Global or any Parent Global Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent Global or any Parent Global Subsidiary) or any other area on which Parent Global or any Parent Global Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released Released into the environment and there is no reasonable basis for any such notice and, to the knowledge of Global, none are threatened or foreseen; and
(g) to the knowledge of Global, none of the assets owned by Global or any Global Subsidiary or any real property owned or leased by Global or any Global Subsidiary contain any friable asbestos, Polychlorinated biphenyls or underground storage tanks.
(h) As used in this Agreement, the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the "environment, and the term “environment” meaning " means any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, to the knowledge of Parent, none are threatened or foreseen.
(g) 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, 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.
(h) As used in this Agreement, the term “Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
Samples: Merger Agreement (Global Signal Inc)
Environmental Compliance and Disclosure. (a) Except as has not had, or would had and is not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: :
(a) (i) each of Parent Crown and the Parent Crown 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 Crown or any Parent Crown Subsidiary, as applicable, (ii) there are no proceedings pending, or, to ParentCrown’s knowledge, threatened to cancel, modify, modify or not renew any such permits, licenses or governmental authorizations, and (iii) Parent Crown and each of the Parent Crown 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 Crown nor any Parent Crown 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”) 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 ParentCrown, no Hazardous Materials have ever been or are being spilled, released, discharged, disposedReleased, 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, at or upon any plant, facility, site, area or property currently or previously owned or leased by Parent Crown or any Parent Crown Subsidiary or on which Parent Crown or any Parent Crown 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 Crown nor any Parent Crown Subsidiary has entered into or agreed tointo, nor does either contemplate entering into, any consent agreement or Order, and neither Parent Crown nor any Parent Crown Subsidiary is subject to any consent agreement or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.;
(e) Neither Parent except for matters that have been materially resolved, neither Crown nor any Parent Crown Subsidiary is or has been subject to any administrative or judicial proceeding material related to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge alleged or actual violations of Parent, has not been alleged in writing by or liability under any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years.Laws;
(f) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Parent Crown nor any Parent Crown Subsidiary has received notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent Crown or any Parent Crown Subsidiary, its employees, agents or representatives or, to the knowledge of ParentCrown, arising out of the ownership, use, control or operation by Parent Crown or any Parent Crown Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent Crown or any Parent Crown Subsidiary) or any other area on which Parent Crown or any Parent Crown Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released Released into the environment (the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, to the knowledge of ParentCrown, none are threatened or foreseen.; and
(g) 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 ParentCrown, none of the assets owned by Parent Crown or any Parent Crown Subsidiary or any real property owned or leased by Parent Crown or any Parent Crown Subsidiary contain any friable asbestos, PCBs Polychlorinated biphenyls or underground storage tanks.
(h) As used in this Agreement, the term “Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
Environmental Compliance and Disclosure. (a) Except as has not had, or set forth in the Company Disclosure Letter and except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: material adverse effect on the GCS Entities taken as a whole:
(ia) each of Parent and the Parent Subsidiaries possessesThe GCS Entities possess, and is are in substantial compliance with, all permits (including air emission permits), licenses and governmental government 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 have filed all notices and registrations and notices that are required underunder local, all state and federal Laws and regulations relating to protection of the environment, pollution control, product registration and hazardous materials ("Environmental Laws Laws") applicable to Parent or any Parent Subsidiaryof the GCS Entities, (ii) there are no proceedings pending, or, to Parent’s knowledge, threatened to cancel, modify, or not renew any such permits, licenses or governmental authorizationstheir compressors and other assets, and (iii) Parent the Stockholder Properties and each of the Parent Subsidiaries is GCS Entities are in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Environmental Laws.Laws or contained in any Law, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder;
(b) Except as has not had, or would not reasonably be expected to have, individually or in None of the aggregate, a Material Adverse Effect, neither Parent nor any Parent Subsidiary GCS Entities 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 hadagency or any third party, and the GCS Entities and the Stockholder have no Knowledge of facts or circumstances which would not reasonably be expected to have, individually or in form the aggregate, a Material Adverse Effect, to basis for the knowledge assertion 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, claim against any of the GCS Entities under any Environmental Laws 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 CERCLA or any Parent Subsidiary similar local, state or on which Parent foreign Law with respect to any on-site or any Parent Subsidiary is conducting or has conducted its business or operationsoff-site location (including, except in compliance with applicable Environmental Laws.without limitation, the Stockholder Properties);
(dc) Except as has not had, or would not reasonably be expected to have, individually or in None of the aggregate, a Material Adverse Effect, neither Parent nor any Parent Subsidiary GCS Entities has entered into or agreed to, nor does either any of the GCS Entities contemplate entering into, any consent decree or Orderorder, and neither Parent nor any Parent Subsidiary none of such entities is subject to any consent judgment, decree or Order, in either case, judicial or administrative order relating to compliance with, or the investigation, management or cleanup of Hazardous Materials hazardous materials under, any applicable Environmental Laws.;
(ed) Neither Parent nor any Parent Subsidiary None of the GCS Entities or the Stockholder Properties is or to the Knowledge of the Company has been subject to any administrative or judicial proceeding material to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge Knowledge of Parent, the Company none has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or regulations any time during the past five years.;
(fe) Except as has not had, None of the GCS Entities or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Parent nor any Parent Subsidiary Stockholder has received notice that it or the Stockholder Properties is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent or any Parent Subsidiary, its employees, agents or representatives or, to the knowledge of Parent, arising out of the ownership, use, control or operation by Parent or any Parent Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent or any Parent Subsidiary) or any other area on which Parent or any Parent Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released into the environment (the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, to the knowledge of Parent, none are threatened or foreseen.
(g) 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, 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.
(h) As used in this Agreement, the term “Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.expense
Appears in 1 contract
Environmental Compliance and Disclosure. (a) Except as set forth on Schedule 6.17:
(i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received by the Company or any Subsidiary that has not hadbeen fully resolved, or, to the knowledge of the Company or would not reasonably be expected any Subsidiary, is pending or threatened by any Person against, the Company or any Subsidiary, nor has any material penalty been assessed against the Company or any Subsidiary with respect to haveany (A) alleged violation of any Environmental Law or liability thereunder, (B) alleged failure to have any permit, certificate, license, approval, registration or authorization required under any Environmental Law, (C) generation, treatment, storage, recycling, transportation or disposal of any Hazardous Substance or (D) discharge, emission or release of any Hazardous Substance;
(ii) no Hazardous Substance has been discharged, emitted or released by the Company or any Subsidiary in violation of applicable Environmental Laws at any property now or previously owned, leased or operated by the Company or any Subsidiary, which circumstances, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect: ; and
(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, (iiiii) there are no proceedings pending, or, Environmental Liabilities that have had or would reasonably be expected 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 Lawshave a Material Adverse Effect.
(b) Except as There has not hadbeen no environmental investigation, study, audit, test, review or would not reasonably be expected other analysis conducted since January 1, 1993 of which the Company has knowledge in relation to have, individually the current or in prior business of 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”) Company or any similar applicable state property 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 facility now or previously owned or leased by Parent the Company or any Parent Subsidiary that discusses or on reveals any material environmental liability which Parent has not been delivered to Purchaser at least five days prior to the date hereof.
(c) Neither the Company nor any Subsidiary owns or leases or has, since January 1, 1993, owned or leased any Parent Subsidiary is conducting real property in New Jersey or has conducted its business or operations, except in compliance with applicable Environmental LawsConnecticut.
(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 Parent Subsidiary is subject to any consent or Order, in either case, relating to compliance with, or the investigation, management or cleanup For purposes of Hazardous Materials under, any applicable Environmental Laws.
(e) Neither Parent nor any Parent Subsidiary has been subject to any administrative or judicial proceeding material to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge of Parent, has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years.
(f) 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 notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent or any Parent Subsidiary, its employees, agents or representatives or, to the knowledge of Parent, arising out of the ownership, use, control or operation by Parent or any Parent Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent or any Parent Subsidiary) or any other area on which Parent or any Parent Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released into the environment (the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, to the knowledge of Parent, none are threatened or foreseen.
(g) 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, 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.
(h) As used in this AgreementSection, the term “Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of following terms shall have the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.meanings set forth below:
Appears in 1 contract
Environmental Compliance and Disclosure. Except as set forth in Section 5.13 of the Parent Disclosure Letter:
(a) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) Parent and each of Parent and the Parent its Subsidiaries possessespossess, and is are in compliance with, all permits, licenses and governmental government 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 under 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 authorizationsand each of its Subsidiaries, and (iii) Parent and each of the Parent its Subsidiaries is are in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Environmental Laws.laws or contained in any Law, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder;
(b) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Neither Parent nor any Parent Subsidiary of its Subsidiaries 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”) CERCLA or any similar applicable state or local statute or ordinance from any governmental agency.
(c) Except as has not hadagency or any third party, and there are no facts or would not reasonably be expected to have, individually circumstances which could form the basis for the assertion of any claim against Parent or in the aggregate, a Material Adverse Effect, to the knowledge any of Parent, no Hazardous Materials have ever been or are being spilled, released, discharged, disposed, placed or otherwise caused to become located in its Subsidiaries under any environmental medium, Environmental Laws 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 CERCLA or any Parent Subsidiary similar local, state or on which Parent foreign Law with respect to any on-site or any Parent Subsidiary is conducting or has conducted its business or operations, except in compliance with applicable Environmental Laws.off-site location;
(dc) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Neither Parent nor any Parent Subsidiary of its Subsidiaries has entered into or agreed to, nor does either Parent or any of its Subsidiaries contemplate entering into, into any consent decree or Orderorder, and neither Parent nor any Parent Subsidiary is are not subject to any consent judgment, decree or Order, in either case, judicial or administrative order relating to compliance with, or the investigation, management or cleanup of Hazardous Materials hazardous materials under, any applicable Environmental Laws.;
(ed) Neither Parent nor any Parent Subsidiary of its Subsidiaries has been subject to any administrative or judicial proceeding material pursuant to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge Knowledge of Parent, has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws or regulations either now or any time during the past five years.;
(fe) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Neither Parent nor any Parent Subsidiary of its Subsidiaries has received notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent or any Parent Subsidiaryof its Subsidiaries, its employees, agents or representatives or, to the knowledge Knowledge of Parent, arising out of the ownership, use, control or operation by Parent or any Parent Subsidiary of its Subsidiaries of any plant, facility, site, area or property (including including, without limitation, any plant, facility, site, area or property currently or previously owned or leased by Parent or any Parent Subsidiaryof its Subsidiaries) or any other area on which Parent or any Parent Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials hazardous materials were released into the environment (the term “"release” " meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “"environment” " meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air);
(f) Parent has heretofore provided the Company with correct and there is no reasonable basis for complete copies of all files of Parent and its Subsidiaries relating to environmental matters (or an opportunity to review such files). Neither Parent nor any such notice of its Subsidiaries has paid any fines, penalties or assessments within the last five years with respect to environmental matters; and, to the knowledge of Parent, none are threatened or foreseen.
(g) 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, none None of the assets owned by Parent or any Parent Subsidiary of its Subsidiaries or any real property owned or leased by Parent or any Parent Subsidiary of its Subsidiaries contain any friable asbestos, regulated PCBs or underground storage tanks.
(h) As used in this Agreement, the term “Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
Samples: Merger Agreement (DBT Online Inc)
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 SpectraSite and the Parent SpectraSite 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 SpectraSite or any Parent SpectraSite Subsidiary, as applicable, (ii) there are no proceedings pending, or, to ParentSpectraSite’s knowledge, threatened to cancel, modify, or not renew any such permits, licenses or governmental authorizations, and (iii) Parent SpectraSite and each of the Parent SpectraSite 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 Neither SpectraSite nor any Parent SpectraSite Subsidiary has received written notice of actual or threatened or potential liability that would be material to SpectraSite and the SpectraSite Subsidiaries, taken as a whole, 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 ParentSpectraSite, 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 SpectraSite or any Parent SpectraSite Subsidiary or on which Parent SpectraSite or any Parent SpectraSite 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 SpectraSite nor any Parent SpectraSite Subsidiary has entered into or agreed to, nor does either contemplate entering into, any consent or Order, and neither Parent SpectraSite nor any Parent SpectraSite Subsidiary is subject to any consent or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.
(e) Neither Parent SpectraSite nor any Parent SpectraSite Subsidiary has been subject to any administrative or judicial proceeding material to Parent SpectraSite and the Parent SpectraSite Subsidiaries, taken as a whole, pursuant to, and, to the knowledge of ParentSpectraSite, has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent SpectraSite and the Parent SpectraSite Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years.
(f) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Parent SpectraSite nor any Parent SpectraSite Subsidiary has received notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent SpectraSite or any Parent SpectraSite Subsidiary, its employees, agents or representatives or, to the knowledge of ParentSpectraSite, arising out of the ownership, use, control or operation by Parent SpectraSite or any Parent SpectraSite Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent SpectraSite or any Parent SpectraSite Subsidiary) or any other area on which Parent SpectraSite or any Parent SpectraSite Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released into the environment (the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, to the knowledge of ParentSpectraSite, none are threatened or foreseen.
(g) 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 ParentSpectraSite, none of the assets owned by Parent SpectraSite or any Parent SpectraSite Subsidiary or any real property owned or leased by Parent SpectraSite or any Parent SpectraSite Subsidiary contain any friable asbestos, PCBs or underground storage tanks.
(h) As used in this Agreement, the term “Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) ), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
Environmental Compliance and Disclosure. (a) Except as has not had, or would had and is not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: :
(a) (i) each of Parent Crown and the Parent Crown 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 Crown or any Parent Crown Subsidiary, as applicable, (ii) there are no proceedings pending, or, to Parent’s Crown's knowledge, threatened to cancel, modify, modify or not renew any such permits, licenses or governmental authorizations, and (iii) Parent Crown and each of the Parent Crown 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 Crown nor any Parent Crown 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”) 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 ParentCrown, no Hazardous Materials have ever been or are being spilled, released, discharged, disposedReleased, 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, at or upon any plant, facility, site, area or property currently or previously owned or leased by Parent Crown or any Parent Crown Subsidiary or on which Parent Crown or any Parent Crown 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 Crown nor any Parent Crown Subsidiary has entered into or agreed tointo, nor does either contemplate entering into, any consent agreement or Order, and neither Parent Crown nor any Parent Crown Subsidiary is subject to any consent agreement or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.;
(e) Neither Parent except for matters that have been materially resolved, neither Crown nor any Parent Crown Subsidiary is or has been subject to any administrative or judicial proceeding material related to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge alleged or actual violations of Parent, has not been alleged in writing by or liability under any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years.Laws;
(f) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither Parent Crown nor any Parent Crown Subsidiary has received notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent Crown or any Parent Crown Subsidiary, its employees, agents or representatives or, to the knowledge of ParentCrown, arising out of the ownership, use, control or operation by Parent Crown or any Parent Crown Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent Crown or any Parent Crown Subsidiary) or any other area on which Parent Crown or any Parent Crown Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released Released into the environment (the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, to the knowledge of ParentCrown, none are threatened or foreseen.; and
(g) 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 ParentCrown, none of the assets owned by Parent Crown or any Parent Crown Subsidiary or any real property owned or leased by Parent Crown or any Parent Crown Subsidiary contain any friable asbestos, PCBs Polychlorinated biphenyls or underground storage tanks.
(h) As used in this Agreement, the term “Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
Samples: Merger Agreement (Global Signal Inc)
Environmental Compliance and Disclosure. To the Knowledge of the Company:
(a) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) The Company and each of Parent and the Parent its Subsidiaries possessespossess, and is are in compliance with, all permits, licenses and governmental government 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 have filed all registrations and notices that are required underunder local, all Environmental state and federal Laws and regulations relating to protection of the environment, pollution control, product registration and hazardous materials ("ENVIRONMENTAL LAWS") applicable to Parent or any Parent Subsidiarythe Company, (ii) there are no proceedings pending, or, to Parent’s knowledge, threatened to cancel, modify, or not renew any such permits, licenses or governmental authorizationseach of its Subsidiaries and the Company Real Property, and (iii) Parent and the Company, each of its Subsidiaries and the Parent Subsidiaries is Company Real Property are in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Environmental LawsLaws or contained in any Law, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder.
(b) Except as has not had, or would not reasonably be expected to have, individually or in Neither the aggregate, a Material Adverse Effect, neither Parent Company nor any Parent Subsidiary of its Subsidiaries 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 agencyagency or any third party, and there are no facts or circumstances which would form the basis for the assertion of any claim against the Company or any of its Subsidiaries 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) Except as has not had, or would not reasonably be expected to have, individually or in Neither 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 Company nor any Parent Subsidiary of its Subsidiaries has entered into or agreed to, nor does either the Company or any of its Subsidiaries contemplate entering into, into any consent decree or Orderorder, and neither Parent nor any Parent Subsidiary is are not subject to any consent judgment, decree or Order, in either case, judicial or administrative order relating to compliance with, or the investigation, management or cleanup of Hazardous Materials hazardous materials under, any applicable Environmental Laws.
(ed) Neither Parent the Company nor any Parent Subsidiary has been subject to any administrative or judicial proceeding material to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge of Parent, has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years.
(f) 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 its Subsidiaries has received notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent the Company or any Parent Subsidiaryof its Subsidiaries, its employees, agents or representatives or, to the knowledge of Parent, or arising out of the ownership, use, control or operation by Parent the Company or any Parent Subsidiary of its Subsidiaries of any plant, facility, site, area or property (including including, without limitation, any plant, facility, site, area or property currently or previously owned or leased by Parent the Company or any Parent Subsidiaryof its Subsidiaries) or any other area on which Parent or any Parent Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials hazardous materials were released into the environment (the term “release” "RELEASE" meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” "ENVIRONMENT" meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for any such notice and, to the knowledge of Parent, none are threatened or foreseen).
(ge) 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, none None of the assets Company Owned Real Property or real property previously owned by Parent the Company or any Parent Subsidiary or any real property owned or leased by Parent or any Parent Subsidiary contain of its Subsidiaries contains any friable asbestos, regulated PCBs or underground storage tanks.
(h) As used in this Agreement, the term “Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
Environmental Compliance and Disclosure. Except as set forth on Schedule 3.25 of the Company Disclosure Schedule:
(a) Except as has not had, or would not reasonably be expected to have, individually or in Each of the aggregate, a Material Adverse Effect: (i) each of Parent Company and the Parent its Subsidiaries possesses, and is in compliance in all material respects with, all permits, licenses Permits 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 (as defined below) applicable to Parent the Company 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 the Company and each of the Parent its Subsidiaries is in material compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules prohibitions and timetables obligations contained in those Environmental Laws.Laws or contained in any Law, 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 (as defined below);
(b) Except as has not had, or would not reasonably be expected to have, individually or in Neither the aggregate, a Material Adverse Effect, neither Parent Company 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.agency and, to the Knowledge of the Company, there are no facts or circumstances which could form the basis for the assertion of any material 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) 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 No Hazardous Materials have ever been been, or are being being, spilled, released, discharged, disposed, placed or otherwise caused to become located in any environmental medium, including, without limitation, buildings or the soil, sub-surface strata, air, water or ground water, water under, at, or upon any plant, facility, site, area or property currently or previously owned or leased by Parent the Company or any Parent Subsidiary or on which Parent the Company or any Parent Subsidiary is conducting or has conducted its business or operations, by the Company or its Subsidiaries, except in compliance with applicable Environmental Laws.
(d) Except as has not hadto the extent that such spillages, releases, discharges, disposals, placements or otherwise would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, neither Parent Effect on the Company;
(d) Neither the Company nor any Parent Subsidiary has entered into or agreed to, nor does either contemplate entering into, to any consent decree or Orderorder, and neither Parent the Company nor any Parent Subsidiary is subject to any consent judgment, decree or Order, in either case, judicial or administrative order relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.;
(e) Neither Parent the Company nor any Parent Subsidiary has been subject to any administrative or judicial proceeding material pursuant to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge Knowledge of Parentthe Company, has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws or regulations either now or any time during the past five three years.;
(f) Except as has not had, or would not reasonably be expected to have, individually or in Neither the aggregate, a Material Adverse Effect, neither Parent Company nor any Parent Subsidiary has received written notice that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law Law, including claims for personal property damage, and arising out of any act or omission of Parent the Company or any Parent Subsidiary, its employees, agents or representatives or, to the knowledge Knowledge of Parentthe Company, arising out of the ownership, use, control or operation by Parent the Company or any Parent Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by Parent the Company or any Parent Subsidiary) or any other area on which Parent the Company or any Parent Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials were released into the environment (the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and and, to the Knowledge of the Company, there is no reasonable basis for any such notice and, to the knowledge of Parent, and none are threatened or foreseen.threatened;
(g) Except as The Company has not hadheretofore made available to Parent true, correct and complete copies of all files of the Company and each Subsidiary relating to environmental matters. Neither the Company nor any Subsidiary has paid any fines, penalties or would not reasonably be expected assessments within the last three years with respect to have, individually or in environmental matters; and
(h) To the aggregate, a Material Adverse Effect, to Knowledge of the knowledge of ParentCompany, none of the assets owned by Parent the Company or any Parent Subsidiary or any real property owned or leased by Parent the Company or any Parent Subsidiary contain any friable asbestos, regulated PCBs or underground storage tanks.
(h) As used in this Agreement. To the Company’s Knowledge, the term “Environmental Laws” means Company has not (i) manufactured or distributed or otherwise incorporated into any applicable and binding Laws product it manufactured or distributed, nor (including statutes, and common lawii) of the United Statesever acquired any company that manufactured or distributed or otherwise incorporated into any product it manufactured or distributed, any State asbestos or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seqasbestos-containing materials.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.
Appears in 1 contract
Environmental Compliance and Disclosure. To the Knowledge of Acquired Company, except as set forth on Schedule 3.21:
(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 Acquired Company possesses, and is in material compliance with, all permits, licenses and governmental government 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 underunder applicable Laws relating to protection of the environment, all pollution control, product registration and hazardous materials (“Environmental Laws 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 authorizationsAcquired Company and the Acquired Company Real Property, and (iii) Parent Acquired Company and each of the Parent Subsidiaries is Acquired Company Real Property are in material compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Environmental LawsLaws or contained in any Order issued, entered, promulgated or approved thereunder.
(b) Except as Acquired Company 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 Law from any governmental agencyAuthority or any third party.
(c) Except as Acquired Company has not hadentered into or agreed to, nor has Acquired Company received written notice of any consent decree or would Order with respect to, and Acquired Company is not reasonably be expected subject to haveany Order relating to, 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 or the cleanup of hazardous materials under any applicable Environmental Laws.
(d) Except as Acquired Company 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 Parent Subsidiary is subject to any consent or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.
(e) Neither Parent nor any Parent Subsidiary has been subject to any administrative or judicial proceeding material to Parent and the Parent Subsidiaries, taken as a whole, pursuant to, and, to the knowledge of Parent, has not been alleged in writing by any governmental agency to be in violation in a manner material to Parent and the Parent Subsidiaries, taken as a whole, of, applicable Environmental Laws either now or any time during the past five years.
(f) 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 that it is subject to any claim, obligation, penalty, fine, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law and arising out of any act or omission of Parent or any Parent SubsidiaryAcquired Company, its employees, agents or representatives or, to the knowledge of Parent, or arising out of the ownership, use, control or operation by Parent or any Parent Subsidiary Acquired Company of any plant, facility, site, area or property (including including, without limitation, any plant, facility, site, area or property currently or previously owned or leased by Parent Acquired Company or any Parent Subsidiaryof its Subsidiaries) or any other area on which Parent or any Parent Subsidiary is conducting or has conducted its business or operations at or from which any Hazardous Materials hazardous materials were released into the environment (the term “release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no reasonable basis for that requires a cleanup response under any such notice and, to the knowledge of Parent, none are threatened or foreseenapplicable Environmental Law.
(ge) Except as None of the Acquired Company Owned Real Property or real property previously owned by Acquired Company contains (i) any friable asbestos that 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, 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.
(h) As used in this Agreement, the term “been abated under applicable Environmental Laws” means any applicable and binding Laws (including statutes, and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials) , the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.or
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Samples: Share Exchange Agreement