Environmental Laws and Regulations Sample Clauses
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptu...
Environmental Laws and Regulations. GFI and each GFI Subsidiary has complied and is in compliance in all material respects with all applicable Environmental Laws and has obtained and is in compliance in all material respects with all Environmental Permits. Except as do not constitute a Material Adverse Effect, (i) no notice of violation, notification of liability, demand, request for information, citation, summons or Order relating to or arising out of any Environmental Law has been received by GFI or any GFI Subsidiary, and (ii) no complaint has been filed, no penalty or fine has been assessed or, to the Knowledge of GFI, is threatened and no investigation, action, claim, suit or proceeding is pending or, to the Knowledge of GFI, threatened by any Person involving GFI or any GFI Subsidiary, relating to or arising out of any Environmental Law. No Release or threatened Release of Hazardous Substances has occurred at, on, above, under or from any properties currently or, to the Knowledge of GFI, formerly owned, leased, operated or used by GFI or any GFI Subsidiary that, in each case, has resulted in or would reasonably be expected to result in any material cost, liability or obligation of GFI or any GFI Subsidiary under any Environmental Law. There are no circumstances, actions, activities, conditions, events or incidents that could reasonably be expected to result in any material liability or obligation against GFI or any GFI Subsidiary relating to (i) the environmental conditions at, on, above, under, or about any properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or (ii) the past or present use, management, handling, transport, treatment, generation, storage, disposal, Release or threatened Release of Hazardous Substances at any location regardless of whether such location was or is owned or operated by GFI or any GFI Subsidiary. GFI has provided to Parent all environmental site assessments, audits, reports, investigations and studies in the possession, custody or control of GFI or any GFI Subsidiary relating to properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or otherwise relating to GFI’s or any GFI Subsidiary’s compliance with Environmental Laws.
Environmental Laws and Regulations. (a) Except as publicly disclosed by the Company in the Company SEC Reports, (i) each of the Company and its subsidiaries is in compliance with all applicable federal, state and local laws and regulations relating to pollution, the protection of human health from the effects of pollution or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively, "Environmental Laws"), except for non-compliance that would not have a Company Material Adverse Effect, which compliance includes, but is not limited to, the possession by the Company and its subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws necessary for the operation of its business as presently conducted, and compliance with the terms and conditions thereof; (ii) none of the Company or its subsidiaries has received written notice of, or, to the knowledge of the Company, is the subject of, any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim") that would have a Company Material Adverse Effect; and (iii) to the knowledge of the Company, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.
(b) Except as publicly disclosed by the Company in the Company SEC Reports, there are no Environmental Claims which would have a Company Material Adverse Effect that are pending or, to the knowledge of the Company, threatened against the Company or its subsidiaries or, to the knowledge of the Company, against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has or may have retained or assumed either contractually or by operation of law.
Environmental Laws and Regulations. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (i) there are, to the knowledge of Company, no investigations, actions, suits, proceedings (whether administrative or judicial) pending or threatened in writing against Company or any of its Subsidiaries or any person or entity whose liability Company or any of its Subsidiaries has retained or assumed either contractually or by operation of law, alleging non-compliance with or other liability under any Environmental Law, (ii) Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2018 have been, in compliance with all Environmental Laws (which compliance includes the possession by Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) there have been no Releases at any location of Hazardous Materials by Company or any of its Subsidiaries, or, to Company’s knowledge, as a result of any operations or activities of Company or any of its Subsidiaries or their contractors or third-party operators, that would reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation or liability of any kind to Company or its Subsidiaries, (iv) none of Company and its Subsidiaries is subject to any Order, or any indemnity obligation with respect to the liability of any other person, that would reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning any Releases of Hazardous Materials and (v) none of Company and its Subsidiaries has received any unresolved claim, notice, complaint or request for information from a Governmental Entity or any other person relating to actual or alleged noncompliance by Company or its Subsidiaries with or liability of Company or its Subsidiaries under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by Company or its Subsidiaries by contract or by operation of law).
Environmental Laws and Regulations. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have a WTW Material Adverse Effect: (a) WTW and its Subsidiaries are now and have been since January 1, 2018 in compliance with all, and have not violated any, applicable Environmental Laws; (b) no property currently or formerly owned, leased or operated by WTW or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), or any other location used by WTW or any WTW Subsidiary, is contaminated with any Hazardous Substance in a manner that is or is reasonably likely to be required to be remediated or removed, that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (c) since January 1, 2018, neither WTW nor any of its Subsidiaries has received any notice, demand letter, claim or request, for information alleging that WTW or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (d) neither WTW nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement with any third party, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; and (e) WTW has all of the material Environmental Permits necessary for the conduct and operation of its business as now being conducted, all such Environmental Permits are valid and in full force and effect and WTW and WTW Subsidiaries are in compliance with such Environmental Permits.
Environmental Laws and Regulations. (a) Except as disclosed by TCG, (i) each of TCG and its subsidiaries is in material compliance with all Environmental Laws, except for non-compliance that would not have a Material Adverse Effect on TCG, which compliance includes, but is not limited to, the possession by TCG and its subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) none of TCG or its subsidiaries has received written notice of, or, to the knowledge of TCG, is the subject of, any Environmental Claim that could reasonably be expected to have a Material Adverse Effect on TCG; and (iii) to the knowledge of TCG, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.
(b) Except as disclosed by TCG, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on TCG that are pending or, to the knowledge of TCG, threatened against TCG or any of its subsidiaries or, to the knowledge of TCG, against any person or entity whose liability for any Environmental Claim TCG or its subsidiaries has or may have retained or assumed either contractually or by operation of law.
Environmental Laws and Regulations. 3.14.1 Except as set forth in Schedule 3.14, (i) Seller has not generated, used, transported, treated, stored, released or disposed of any Hazardous Substance in violation of any Legal Requirements; (ii) to Seller's Knowledge, there has not been any generation, transportation, treatment, storage, release or disposal of any Hazardous Substance by any Person in connection with the operation of the System that has created or might reasonably be expected to create any liability under any Legal Requirement; (iii) to Seller's Knowledge, no underground storage tank is contained within any Real Property owned by Seller; (iv) except for Hazardous Substances customarily used in the cable industry and utilized in compliance with Legal Requirements, to Seller's Knowledge, there is not located at, on, or under any real property owned by Seller, any Hazardous Substance, including, but not limited to, asbestos; and (v) any Hazardous Substance handled or dealt with by Seller in any way in connection with the System has been and is being handled or dealt with in all material respects in compliance with all applicable Legal Requirements.
3.14.2 Seller has provided Buyer with complete and correct copies of (a) all studies, reports, surveys, or other written materials in Seller's possession relating to the presence or alleged presence of Hazardous Substances at, on, under or affecting the Real Property, (b) all notices or other materials in Seller's possession that were received from any Governmental Authority having the power to administer or enforce any Legal Requirement relating to current or past ownership, use or operation of the Real Property or activities at the Real Property; and (c) all materials in Seller's possession relating to any litigation or allegation by any private third party concerning Hazardous Substances affecting the Property.
Environmental Laws and Regulations. 3.13.1. CSI and each of its Subsidiaries is in compliance in all material respects with all applicable federal, state and local laws and regulations of the United States and national and local laws and regulations of the United Kingdom relating to pollution, hazardous substances, or protection of human health or the environment (collectively, "Environmental Laws") which compliance includes, but is not limited to, the possession by CSI and its Subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof. Neither CSI nor any of its Subsidiaries has received written notice of, or, to the knowledge of CSI, is the subject of, any action, cause of action, claim, investigation, demand or notice, including without limitation, non-compliance orders, warning letters, or notices of violation, by any person or entity alleging liability under or non-compliance with any Environmental Law (an "CSI Environmental Claim"), nor to the knowledge of CSI is there any basis for any CSI Environmental Claim that would reasonably be expected to have, individually or in the aggregate, a CSI Material Adverse Effect. To the knowledge of CSI there are no circumstances that are reasonably likely to prevent or interfere with such material compliance or give rise to such liability in the future.
3.13.2. There are no CSI Environmental Claims, which would reasonably be expected to have, individually or in the aggregate, a CSI Material Adverse Effect, that are pending or, to the knowledge of CSI, overtly threatened against CSI or any of its Subsidiaries or, to the knowledge of CSI, against any person or entity whose liability for any CSI Environmental Claim CSI or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law.
3.13.3. Neither CSI nor any CSI Subsidiary (a) has handled or discharged, nor has it allowed or arranged for any third party to handle or discharge, any hazardous substances to, at or upon: (i) any location other than a site lawfully permitted to receive such hazardous substances, (ii) any parcel of real property owned or leased by CSI or any CSI Subsidiary, except in compliance with applicable Environmental Laws; (iii) any site which, pursuant to CERCLA or any similar state law or law of the U.K. (x) has been placed on the National Priorities List or its state or U.K. equivalent, or (y) the Environmental Protection A...
Environmental Laws and Regulations. (a) Parent and each of its Subsidiaries are and, except with respect to matters that have been fully and finally resolved, have been, since July 31, 2003, in compliance with all Environmental Laws, which compliance includes, but is not limited to, the possession by Parent and its Subsidiaries of all Parent Permits that are required under applicable Environmental Laws, and compliance with the terms and conditions thereof, except for such non-compliance or failure to possess such Parent Permits as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; (b) neither Parent nor any of its Subsidiaries has received written notice of, or is the subject of, any actions, causes of action, claims, investigations, demands or notices by any person asserting an obligation on the part of Parent or its Subsidiaries to conduct investigations or clean-up activities under Environmental Law, alleging non-compliance with any Environmental Law, or alleging liability under any Environmental Law or under common law with respect to matters relating to pollution or protection of human health, the environment or natural resources, in each case, which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (collectively, “Parent Environmental Claims”), and, to Parent’s knowledge, there are no facts, circumstances or conditions existing, initiated or occurring as of the date hereof which provide a basis for Parent Environmental Claims which have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent; and (c) neither Parent nor any of its Subsidiaries has agreed to assume the liability of any other person arising under Environmental Law or under common law with respect to matters relating to pollution or protection of human health, the environment or natural resources which have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.
Environmental Laws and Regulations. (a) Except as publicly disclosed by WWNI in the WWNI SEC Reports, (i) WWNI is in material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively, "Environmental Laws"), except for non-compliance that would not have a Material Adverse Effect on WWNI, which compliance includes, but is not limited to, the possession by WWNI of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) WWNI has not received written notice of, or, to the knowledge of WWNI, is the subject of, any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an ``Environmental Claim") that could reasonably be expected to have a Material Adverse Effect on WWNI; and (iii) to the knowledge of WWNI, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.
(b) Except as publicly disclosed by WWNI, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on WWNI that are pending or, to the knowledge of WWNI, threatened against WWNI or, to the knowledge of WWNI, against any person or entity whose liability for any Environmental Claim WWNI has or may have retained or assumed either contractually or by operation of law.