Common use of Environmental Health and Safety Clause in Contracts

Environmental Health and Safety. (a) The Company and the Subsidiary (A) have complied with all applicable Environmental, Health, and Safety Laws governing the Company or the Subsidiary in all material respects (and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any such failure to comply), (B) have obtained and been in substantial compliance with all of the terms and conditions of all material permits, licenses, and other authorizations which are required under all applicable Environmental, Health, and Safety Laws governing the Company or the Subsidiary, and (C) have complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in the Environmental, Health, and Safety Laws governing the Company or the Subsidiary. (b) To the knowledge of the Company, the Company and the Subsidiary have no material liability (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), there is no fact or circumstance that with the passage of time, or occurrence of other reasonably foreseeable events would give rise to any material liability, and the Company and the Subsidiary have not handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could give rise to any material liability, for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law governing the Company or the Subsidiary.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Intracel Corp), Agreement and Plan of Reorganization (Intracel Corp)

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Environmental Health and Safety. (a) The Each of the Company, the Company Subsidiaries, and the Subsidiary (A) have their respective predecessors and Affiliates has complied in all material respects with all applicable Environmental, Health, and Safety Laws governing the Company or the Subsidiary in all material respects (Laws, and no action, suit, proceeding, hearing, investigationProceeding, charge, complaint, claim, demand, or notice has been filed filed, commenced or commenced to the Knowledge of the Company, threatened against any of them alleging any such failure so to comply). Without limiting the generality of the preceding sentence, (B) have each of the Company, the Company Subsidiaries and their respective predecessors and Affiliates has obtained and been in substantial compliance with all of the terms and conditions of all material permitsPermits, licenses, and other authorizations which that are required under all applicable Environmental, Healthunder, and Safety Laws governing the Company or the Subsidiary, and (C) have complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in the in, all Environmental, Health, and Safety Laws governing Laws, except to the Company extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the Subsidiaryaggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (b) To Except as set forth in Section 4.18(b) of the knowledge Company Disclosure Letter, to the Knowledge of the Company, none of the Company or any of the Company Subsidiaries has any liability (and none of the Company, the Company Subsidiaries or their respective predecessors and the Subsidiary have no material liability (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), there is no fact or circumstance that with the passage of time, or occurrence of other reasonably foreseeable events would give rise to any material liability, and the Company and the Subsidiary have not Affiliates has handled or disposed of any substanceHazardous Substance, arranged for the disposal of any substanceHazardous Substance, exposed any employee or other individual to any substance Hazardous Substance or condition, or owned or operated any property or facility in any manner that that, could give form the basis for any present or future Proceeding, charge, complaint or demand against the Company or any Company Subsidiary giving rise to any material liability, ) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law governing Law. (c) All properties and equipment used in the business of the Company, the Company Subsidiaries and their respective predecessors and Affiliates are and have been free from any Hazardous Substance, except to the extent that the failure to be free from any Hazardous Substance has not resulted, and would not reasonably be expected to result, individually or in the Subsidiaryaggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000.

Appears in 2 contracts

Samples: Merger Agreement (CFC International Inc), Merger Agreement (Illinois Tool Works Inc)

Environmental Health and Safety. (a) The Except as set forth in ------------------------------- Schedule 3.17 annexed hereto, the Company and has, to the Subsidiary (A) have best of the Company's knowledge, complied with all applicable Environmentalfederal, Healthstate, local and foreign statutes, laws and regulations, ordinances, rules, judgements, orders, decrees, permits, licenses or codes that are currently in effect and that relate to the environment (hereinafter collectively referred to as the "Environmental Health and Safety Laws governing the Company or the Subsidiary in all material respects (Laws") and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them the Company alleging any such failure to comply). Without limiting the generality of the preceding sentence, (B) have except as set forth in Schedule 3.17 or in the SEC Reports, the Company has obtained and been in substantial compliance with all of the terms and conditions of all material permits, licenses, and other authorizations which are required under all applicable Environmental, Health, and Safety Laws governing the Company or the Subsidiary, and (C) have has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, schedules and timetables time tables which are contained in the Environmental, Health, Environmental Health and Safety Laws governing the Company or the Subsidiary. (b) Laws. To the knowledge best of the Company's knowledge, the Company and the Subsidiary have has no material liability (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), there is no fact or circumstance that with the passage of time, or occurrence of other reasonably foreseeable events would give rise to any material liability, and the Company and the Subsidiary have has not handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, condition or owned or operated any property or facility in any manner that could give form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company giving rise to any material liability, liability for damage to any site, location, location or body of water (surface or subsurface), ) for any illness of or personal injury to any employee or other individual, individual or for any reason under any Environmental, Health, Environmental Health and Safety Law governing Law. To the best of the Company's knowledge, all properties and equipment used in the business of the Company have been free of asbestos, PCB'S, methylene chloride, trichloroethylene, dioxin, dibenzofurans or the Subsidiaryany other extremely hazardous substance.

Appears in 1 contract

Samples: Subscription and Stock Purchase Agreement (Linkon Corp)

Environmental Health and Safety. (a) The Company and Except for matters reflected on Schedule 7.10(a), (i) each member of the Subsidiary (A) have complied Business Group is in compliance with all applicable Environmental, HealthHealth and Safety Laws, (ii) no member of the Business Group has been notified or advised during the xxxx Xxxxxx has directly or indirectly owned an investment in the Assets or the Business that any other member of the Business Group’s properties and operations are not in compliance with all applicable Environmental, Health and Safety Laws, (iii) no event has occurred and no circumstance or condition exists, that could reasonably be expected to constitute or result in a violation by any member of the Business Group of, or a failure on the part of any member of the Business Group to comply with, the terms of any applicable Environmental, Health and Safety Laws, (iv) no member of the Business Group nor its properties or operations are subject to any existing or, to the best of Seller’s knowledge, threatened Action by or before any Governmental Authority under any applicable Environmental, Health and Safety Laws, and, to the best of Seller’s knowledge, no Basis exist for any such Action, (v) no Authorizations required to be obtained by any member of the Business Group under any applicable Environmental, Health and Safety Laws governing in connection with the Company Business or the Subsidiary Assets have not been obtained or applied for or are not valid and currently in full force and effect except to the extent of those for which filings are currently pending and there is no reason that any Authorization for which application has been made will not be issued, (vi) there has been no Release of any Hazardous Materials in violation of any applicable Environmental, Health and Safety Laws by any member of the Business Group in connection with the Business or the Assets, and (vii) each member of the Business Group has maintained in all material respects (environmental records in the manner and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any such failure to comply), (B) have obtained and been in substantial compliance with all of for the terms and conditions of all material permits, licenses, and other authorizations which are time periods required under all by applicable Environmental, Health, Health and Safety Laws governing the Company or the Subsidiary, and (C) have complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in the Environmental, Health, and Safety Laws governing the Company or the SubsidiaryLaws. (b) To All internal and external environmental audits and studies and all correspondence on environmental matters prepared during the knowledge last fifteen (15) years by or for Seller or any member of the Company, Business Group that relate to any of the Company Assets or the Business and that are in the Subsidiary possession of Seller or its Affiliates have no material liability been furnished to Buyer. (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become duec) Except for matters reflected on Schedule 7.10(c), there is no fact Authorization required to be obtained by Seller or circumstance that with any member of the passage Business Group under clause (v) of timeSection 7.10(a) and held by Seller or any member of the Business Group could reasonably be expected to be revoked, modified or occurrence of other reasonably foreseeable events would give rise to any material liability, and the Company and the Subsidiary have not handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could give rise to any material liability, for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason suspended under any Environmental, Health, and Safety Law governing the Company or the SubsidiaryApplicable Law.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Desc S a De C V)

Environmental Health and Safety. (ai) The Company and the Subsidiary (A) have Each Seller has complied with all applicable Environmental, Health, Health and Safety Laws governing the Company or the Subsidiary in all material respects Laws; and (and ii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, demand or notice has been filed or filed, commenced or, to the Knowledge of Sellers threatened, against any of them Seller alleging any such failure so to comply), (B) have . Each Seller has obtained and been in substantial compliance with all of the terms and conditions of all material permits, licenses, licenses and other authorizations which are required under all applicable Environmental, Healthunder, and Safety Laws governing the Company or the Subsidiary, and (C) have has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, schedules and timetables which are contained in the in, all Environmental, Health, Health and Safety Laws governing the Company or the SubsidiaryLaws. (b) To the knowledge of the CompanyEach Seller has not handled, the Company and the Subsidiary have no material liability (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), there is no fact or circumstance that with the passage of time, or occurrence of other reasonably foreseeable events would give rise to any material liability, and the Company and the Subsidiary have not handled or disposed of any substanceof, arranged for the disposal of or exposed any individual to any substance, exposed any employee material or other individual to any substance or condition, condition or owned or operated any property or facility in any manner that could give form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand under any Environmental, Health and Safety Laws or otherwise against the Business or any Seller giving rise to any material liability, liability for damage to any site, location, or body of water Leased Facility (surface or subsurface), or for any illness of or personal injury to any employee individual. (c) To the Knowledge of Sellers, there are no past or other individualpresent actions, activities, circumstances, conditions, events or for any reason incidents under any Environmental, Health, Health and Safety Law governing Laws or otherwise which could form the Company basis of any claim against the Business or the SubsidiaryAcquired Assets or against any person or entity whose liability for any claim the Business has or may have retained or assumed either contractually or by operation of law. (d) To the Knowledge of Sellers, none of the Transportation Equipment has been used other than in compliance with Environmental, Health and Safety Laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (PLM International Inc)

Environmental Health and Safety. (a) The Company and the Subsidiary (A) have Except as set forth on Schedule 4.19, Seller has complied with all applicable Environmental, Health, and Safety Laws governing the Company or the Subsidiary in all material respects (Laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any such failure so to comply). Without limiting the generality of the preceding sentence, (B) have Seller has obtained and been in substantial compliance with all of the terms and conditions of all material permits, licenses, and other authorizations which are required under all applicable Environmental, Healthunder, and Safety Laws governing the Company or the Subsidiary, and (C) have has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in the in, all Environmental, Health, and Safety Laws governing the Company or the SubsidiaryLaws. (b) To the knowledge of the Company, the Company Seller has no liability and the Subsidiary have no material liability (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), there is no fact or circumstance that with the passage of time, or occurrence of other reasonably foreseeable events would give rise to any material liability, and the Company and the Subsidiary have Seller has not handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could give rise to form the basis for any material liabilitypresent or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against Seller for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law governing Law. (c) Except as set forth on Schedule 4.19, all properties and equipment used in the Company business of the Station have been free of PCB’s, methylene chloride, trichloroethylene, 1,2- transdichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances (as defined in Section 302 of the Emergency Planning and Community Right to Know Act of 1986). If, through the Closing Date, any Hazardous Material is found on, in, or under the Assets, Seller, at its own cost and expense, shall immediately take such action as is necessary to prevent the spread of and remove or clean up, or otherwise remedy the existence or spread of, such Hazardous Material to the extent required by applicable laws; provided, however, that if the cost of any remedial action exceeds fifty thousand dollars ($50,000), then Seller may choose not to take such remedial action without breaching this subsection 4.19(c), and Buyer may, at its sole option, either terminate this Agreement whereupon all liability with respect to this subsection 4.19(c) shall cease and the Escrow Deposit shall be released to Buyer, or close this Agreement and take the Assets subject to such Hazardous Material (subject to the Purchase Price adjustment provided for in Section 7.12). (d) Seller has no knowledge of nor has Seller received any notice of any radon, lead based paint, asbestos, hazardous or toxic materials, wastes, underground storage tanks, railroad derailments or spills, or substances or contamination in, on, or under the Real Property or the Subsidiaryimprovements thereon in violation of applicable Environmental, Health, and Safety Laws. (e) “Environmental, Health, and Safety Laws” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, and the Occupational Safety and Health Act of 1970, each as amended, together with all other laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof) concerning pollution or protection of the environment, public health and safety, or employee health and safety, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, or chemical, industrial hazardous, or toxic materials or wastes.

Appears in 1 contract

Samples: Asset Purchase Agreement

Environmental Health and Safety. (a) The Company, the Company Subsidiaries, and the Subsidiary (A) their respective predecessors and affiliates have complied with all applicable Environmental, Health, and Safety Laws governing the Company or the Subsidiary in all material respects (Laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed filed, commenced or commenced to the Company's knowledge, threatened against any of them alleging any such failure so to comply). Without limiting the generality of the preceding sentence, (B) the Company, the Company Subsidiaries and their respective predecessors and affiliates have obtained and been in substantial compliance with all of the terms and conditions of all material permits, licenses, and other authorizations which are required under all applicable Environmental, Healthunder, and Safety Laws governing the Company or the Subsidiary, and (C) have complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in the in, all Environmental, Health, and Safety Laws governing the Company or the SubsidiaryLaws. (b) To None of the knowledge of Company or any Company Subsidiary has any liability (and neither the Company, the Company Subsidiaries nor their respective predecessors and the Subsidiary have no material liability (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), there is no fact or circumstance that with the passage of time, or occurrence of other reasonably foreseeable events would give rise to any material liability, and the Company and the Subsidiary have not affiliates has handled or disposed of any substanceHazardous Substance, arranged for the disposal of any substanceHazardous Substance, exposed any employee or other individual to any substance Hazardous Substance or condition, or owned or operated any property or facility in any manner that that, could give form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Company or any Company Subsidiary giving rise to any material liability, ) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law governing Law. (c) All properties and equipment used in the business of the Company, the Company or the SubsidiarySubsidiaries and their respective predecessors and affiliates are and have been free from any Hazardous Substance.

Appears in 1 contract

Samples: Merger Agreement (Ford Motor Co)

Environmental Health and Safety. (a) The Except as set forth in Schedule 3.18 annexed hereto, the Company and has, to the Subsidiary (A) have best of the Company's knowledge, complied with all applicable Environmentalfederal, Healthstate, local and foreign statutes, laws and regulations, ordinances, rules, judgements, orders, decrees, permits, licenses or codes that are currently in effect and that relate to the environment (hereinafter collectively referred to as the "Environmental Health and Safety Laws governing the Company or the Subsidiary in all material respects (Laws") and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them the Company alleging any such failure to comply). Without limiting the generality of the preceding sentence, (B) have except as set forth in Schedule 3.18 or in the SEC Reports, the Company has obtained and been in substantial compliance with all of the terms and conditions of all material permits, licenses, and other authorizations which are required under all applicable Environmental, Health, and Safety Laws governing the Company or the Subsidiary, and (C) have has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, schedules and timetables time tables which are contained in the Environmental, Health, Environmental Health and Safety Laws governing the Company or the Subsidiary. (b) Laws. To the knowledge best of the Company's knowledge, the Company and the Subsidiary have has no material liability (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), there is no fact or circumstance that with the passage of time, or occurrence of other reasonably foreseeable events would give rise to any material liability, and the Company and the Subsidiary have has not handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, condition or owned or operated any property or facility in any manner that could give form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company giving rise to any material liability, liability for damage to any site, location, location or body of water (surface or subsurface), ) for any illness of or personal injury to any employee or other individual, individual or for any reason under any Environmental, Health, Environmental Health and Safety Law governing Law. To the best of the Company's knowledge, all properties and equipment used in the business of the Company have been free of asbestos, PCB'S, methylene chloride, trichloroethylene, dioxin, dibenzofurans or the Subsidiaryany other extremely hazardous substance.

Appears in 1 contract

Samples: Subscription and Stock Purchase Agreement (Roberts & Green Inc)

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Environmental Health and Safety. (a) The Each of the Company and the Subsidiary (A) have its Subsidiary, and their respective predecessors and Affiliates has complied with all applicable Environmental, Health, and Safety Laws governing the Company or the Subsidiary in all material respects (Laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any such failure so to comply). Without limiting the generality of the preceding sentence, (B) have each of the Company, its Subsidiary, and their respective predecessors and Affiliates has obtained and been in substantial compliance with all of the terms and conditions of all material permits, licenses, and other authorizations which are required under all applicable Environmental, Healthunder, and Safety Laws governing the Company or the Subsidiary, and (C) have has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in the in, all Environmental, Health, and Safety Laws governing the Company or the SubsidiaryLaws. (b) To Neither the knowledge Company nor its Subsidiary has any Liability (and none of the Company, the Company and the Subsidiary have no material liability (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidatedits Subsidiary, and whether due or to become due), there is no fact or circumstance that with the passage of time, or occurrence of other reasonably foreseeable events would give rise to any material liability, their respective predecessors and the Company and the Subsidiary have not Affiliates has handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could give form the Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against either the Company or its Subsidiary giving rise to any material liability, Liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or other individual, or for any reason under any Environmental, Health, and Safety Law governing Law. (c) All properties and equipment used in the Company or business of the Company, its Subsidiary, and their respective predecessors and Affiliates have been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Jpe Inc)

Environmental Health and Safety. (a) The Except as set forth in ------------------------------- Schedule 3.18 annexed hereto, the Company and has, to the Subsidiary (A) have best of the Company's knowledge, complied with all applicable Environmentalfederal, Healthstate, local and foreign statutes, laws and regulations, ordinances, rules, judgements, orders, decrees, permits, licenses or codes that are currently in effect and that relate to the environment (hereinafter collectively referred to as the "Environmental Health and Safety Laws governing the Company or the Subsidiary in all material respects (Laws") and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them the Company alleging any such failure to comply). Without limiting the generality of the preceding sentence, (B) have except as set forth in Schedule 3.18 or in the SEC Reports, the Company has obtained and been in substantial compliance with all of the terms and conditions of all material permits, licenses, and other authorizations which are required under all applicable Environmental, Health, and Safety Laws governing the Company or the Subsidiary, and (C) have has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, schedules and timetables time tables which are contained in the Environmental, Health, Environmental Health and Safety Laws governing the Company or the Subsidiary. (b) Laws. To the knowledge best of the Company's knowledge, the Company and the Subsidiary have has no material liability (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), there is no fact or circumstance that with the passage of time, or occurrence of other reasonably foreseeable events would give rise to any material liability, and the Company and the Subsidiary have has not handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, condition or owned or operated any property or facility in any manner that could give form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company giving rise to any material liability, liability for damage to any site, location, location or body of water (surface or subsurface), ) for any illness of or personal injury to any employee or other individual, individual or for any reason under any Environmental, Health, Environmental Health and Safety Law governing Law. To the best of the Company's knowledge, all properties and equipment used in the business of the Company have been free of asbestos, PCB'S, methylene chloride, trichloroethylene, dioxin, dibenzofurans or the Subsidiaryany other extremely hazardous substance.

Appears in 1 contract

Samples: Subscription and Stock Purchase Agreement (Linkon Corp)

Environmental Health and Safety. (ai) The Company Each of the Company, its Subsidiaries, and the Subsidiary (A) have their respective predecessors and Affiliates has complied with all applicable Environmental, Health, Health and Safety Laws governing the Company or the Subsidiary in all material respects (Laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any such failure so to comply). Without limiting the generality of the preceding sentence, (B) have each of the Company, its Subsidiaries, and their respective predecessors and Affiliates has obtained and been in substantial compliance with all of the terms and conditions of all material permits, licenses, and other authorizations which are required under all applicable Environmental, Healthunder, and Safety Laws governing the Company or the Subsidiary, and (C) have has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in the in, all Environmental, Health, Health and Safety Laws governing the Company or the SubsidiaryLaws. (bii) To None of the knowledge Company and its Subsidiaries has any Liability (and none of the Company, the Company and the Subsidiary have no material liability (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidatedits Subsidiaries, and whether due or to become due), there is no fact or circumstance that with the passage of time, or occurrence of other reasonably foreseeable events would give rise to any material liability, their respective predecessors and the Company and the Subsidiary have not Affiliates has handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could give form the Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of the Company and its Subsidiaries giving rise to any material liability, Liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, HealthHealth and Safety Law. (iii) All properties and equipment used in the business of the Company, its Subsidiaries, and Safety Law governing the Company or the Subsidiarytheir respective predecessors and Affiliates have been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, and dibenzofurans.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (China Energy Resources Corp)

Environmental Health and Safety. (a) The Company Each of the Target and the Subsidiary (A) have each of its Subsidiaries has materially complied with and is in material compliance with all applicable Environmental, Health, Health and Safety Laws governing the Company or the Subsidiary in all material respects (Laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any such failure so to comply). Without limiting the generality of the preceding sentence, (Beach of the Target and its Subsidiaries has obtained and, except as set forth on Section 5.24(a) have obtained and of the Disclosure Schedule, has been in substantial material compliance with all of the terms and conditions of all material permits, licenses, and other authorizations which are required under all applicable Environmental, Healthunder, and Safety Laws governing the Company or the Subsidiary, and (C) have has materially complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in the in, all Environmental, Health, Health and Safety Laws governing the Company or the SubsidiaryLaws. (b) To the knowledge Knowledge of the CompanyTarget, neither the Company and the Subsidiary have no material liability (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), there is no fact or circumstance that with the passage Target nor any of time, or occurrence of other reasonably foreseeable events would give rise to its Subsidiaries has any material liabilityLiability (and none of the Target, its Subsidiaries and the Company their respective predecessors and the Subsidiary have not Affiliates has handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could give form the Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Target or its Subsidiaries giving rise to any material liabilityLiability, or assumed or undertaken any material Liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, including any material Liability for response costs, corrective action costs, personal injury, property damages, natural resources damages or attorneys’ fees, or for any reason under any Environmental, Health, and Safety Law governing Law. (c) Except as set forth on Section 5.24(c) of the Company Disclosure Schedule, neither the Target, its Subsidiaries nor their respective predecessors has received any written or oral notice, report or other communication regarding any actual or alleged violation of Environmental, Health and Safety Laws, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health and Safety Laws. (d) To the SubsidiaryKnowledge of the Target, no facts, events or conditions relating to the past or present facilities, properties or operations of the Target, its Subsidiaries, or any of their respective predecessors will prevent, hinder or limit continued compliance with Environmental, Health and Safety Laws, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health and Safety Laws, or give rise to any other Liabilities pursuant to Environmental, Health and Safety Laws, including, without limitation, any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Appears in 1 contract

Samples: Merger Agreement (Micromuse Inc)

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