Environmental Compliance and Disclosure. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and each of the Parent Subsidiaries comply with all applicable Environmental Laws (as defined below), and possess and comply with all applicable Environmental Permits (as defined below) required under such Environmental Laws to operate as it presently operates; (ii) to the knowledge of Parent, there are no Materials of Environmental Concern (as defined below) at any property owned or operated by Parent or any of the Parent Subsidiaries, under circumstances that are reasonably likely to result in liability of Parent or any of the Parent Subsidiaries under any applicable Environmental Law; and (iii) neither Parent nor any of the Parent Subsidiaries has received any written notification alleging that it is liable for, or requesting information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar state statute, concerning any release or threatened release of Materials of Environmental Concern at any location except, with respect to any such notification or request for information concerning any such release or threatened release, to the extent such matter has been resolved with the appropriate Governmental Entity. (b) Notwithstanding any other representations and warranties in this Agreement, the representations and warranties in this Section 5.14 are the only representations and warranties in this Agreement with respect to Environmental Laws or Materials of Environmental Concern. (c) For purposes of this Agreement, the following terms shall have the meanings assigned below:
Appears in 2 contracts
Samples: Merger Agreement (Mim Corp), Merger Agreement (Chronimed Inc)
Environmental Compliance and Disclosure. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: (i) Parent the Company and each of the Parent Company Subsidiaries comply with all applicable Environmental Laws (as defined below)Laws, and possess and comply with all applicable Environmental Permits (as defined below) required under such Environmental Laws to operate as it presently operates; (ii) to the knowledge of Parentthe Company, there are no Materials of Environmental Concern (as defined below) at any property owned or operated by Parent the Company or any of the Parent Company Subsidiaries, under circumstances that are reasonably likely to result in liability of Parent the Company or any of the Parent Company Subsidiaries under any applicable Environmental Law; and (iii) neither Parent the Company nor any of the Parent Company Subsidiaries has received any written notification alleging that it is liable for, or requesting information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar state statute, concerning any release or threatened release of Materials of Environmental Concern at any location except, with respect to any such notification or request for information concerning any such release or threatened release, to the extent such matter has been resolved with the appropriate Governmental Entity.
(b) Notwithstanding any other representations and warranties in this Agreement, the representations and warranties in this Section 5.14 6.13 are the only representations and warranties in this Agreement with respect to Environmental Laws or Materials of Environmental Concern.
(c) For purposes of this Agreement, the following terms shall have the meanings assigned below:
Appears in 2 contracts
Samples: Merger Agreement (Mim Corp), Merger Agreement (Chronimed Inc)