Common use of Environmental Liability Clause in Contracts

Environmental Liability. There are no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, or governmental investigations, requests for information or notices of violation of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company or any of the Company Subsidiaries, of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation, permit or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), which liability or obligation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. To the knowledge of the Company, there is no reasonable basis for any such proceeding, claim, action, investigation or remediation that would impose any liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of the Company Subsidiaries is subject to any agreement, order, judgment, decree, directive or Lien by or with any Governmental Entity or third party with respect to any environmental liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Dex Media Inc), Agreement and Plan of Merger (R H Donnelley Corp), Agreement and Plan of Merger (Dex Media West LLC)

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Environmental Liability. There are are, and have been, no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigationsinvestigations pending or, requests for information or notices of violation to Seller’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company Seller or any a Subsidiary of the Company Subsidiaries, Seller of any liability or obligation arising under common law law, under any lease or sublease, or under any foreign, local, state or federal environmental statute, regulation, permit ordinance or ordinance Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA")amended, which liability or obligation wouldhas had or would reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. To the knowledge of the CompanySeller, there is no reasonable basis for any such proceeding, claim, action, action or governmental investigation or remediation that would impose any liability or obligation that wouldwould be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. Neither the Company Seller nor any a Subsidiary of the Company Subsidiaries is Seller is, or has been, subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity Authority or third party imposing any liability or obligation with respect to any environmental liability or obligation the foregoing that wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Kenexa Corp), Agreement and Plan of Merger (Kenexa Corp), Agreement and Plan of Merger (Kenexa Corp)

Environmental Liability. There are no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigations, requests for information or notices of violation investigations of any nature seeking to impose, or that are could reasonably likely to result in the imposition, on the Company or any of the Company Subsidiaries, Orchard of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation, permit regulation or ordinance including including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), pending or, to the Knowledge of the Orchard, threatened against the Orchard, which liability or obligation wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyOrchard. To the knowledge Knowledge of the CompanyOrchard, there is no reasonable basis for any such proceeding, claim, action, action or governmental investigation or remediation that would impose any liability or obligation on the Orchard or any Orchard Subsidiary that wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyOrchard. Neither the Company nor any of the Company Subsidiaries The Orchard is not subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any liability or obligation with respect to any environmental liability or obligation the foregoing that wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyOrchard.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dimensional Associates, LLC), Agreement and Plan of Merger (Digital Music Group, Inc.)

Environmental Liability. There are are, and have been, no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigationsinvestigations pending or, requests for information or notices of violation to the Seller’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company or any of the Company Subsidiaries, Seller of any liability or obligation arising under common law law, under any lease or sublease, or under any foreign, local, state or federal environmental statute, regulation, permit ordinance or ordinance Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA")amended, pending or threatened against the Seller, which liability or obligation wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. To the knowledge of the CompanySeller, there is no reasonable basis for any such proceeding, claim, action, action or governmental investigation or remediation that would impose any liability or obligation that wouldwould be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. Neither the Company nor any of the Company Subsidiaries The Seller is not, and has not been, subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity Authority or third party imposing any liability or obligation with respect to any environmental liability or obligation the foregoing that wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Digitas Inc), Agreement and Plan of Merger (Digitas Inc)

Environmental Liability. There are are, and have been, no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigationsinvestigations pending or, requests for information or notices of violation to Seller’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company Seller or any of the Company Subsidiaries, its Subsidiaries of any liability or obligation arising under common law law, under any lease or sublease, or under any foreign, local, state or federal environmental statute, regulation, permit ordinance or ordinance Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA")amended, which liability or obligation wouldhas had or would reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. To the knowledge of the CompanySeller, there is no reasonable basis for any such proceeding, claim, action, action or governmental investigation or remediation that would impose any liability or obligation that wouldwould be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. Neither the Company Seller nor any of the Company its Subsidiaries is is, or has been, subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity Authority or third party imposing any liability or obligation with respect to any environmental liability or obligation the foregoing that wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BMC Software Inc), Agreement and Plan of Merger (BladeLogic, Inc.)

Environmental Liability. There are no pending or, to the knowledge of the CompanySprint, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, or governmental investigations, requests for information or notices of violation of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company Sprint or any of the Company Sprint Subsidiaries, of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation, permit or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), which liability or obligation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySprint. To the knowledge of the CompanySprint, there is no reasonable basis for any such proceeding, claim, action, investigation or remediation that would impose any liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySprint. Neither the Company Sprint nor any of the Company Sprint Subsidiaries is subject to any agreement, order, judgment, decree, directive or Lien by or with any Governmental Entity or third party with respect to any environmental liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySprint.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sprint Corp)

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Environmental Liability. There are are, and have been, no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigationsinvestigations pending or, requests for information or notices of violation to Seller’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company Seller or any of the Company Subsidiaries, its Subsidiaries of any liability or obligation arising under common law law, under any lease or sublease, or under any foreign, local, state or federal environmental statute, regulation, permit ordinance or ordinance Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA")amended, which liability or obligation wouldhas had or would reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. To the knowledge of the CompanySeller, there is no reasonable basis for any such proceeding, claim, action, action or governmental investigation or remediation that would impose any liability or obligation that wouldwould be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. Neither the Company Seller nor any of the Company its Subsidiaries is is, or has been, subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity Authority or third party imposing any liability or obligation with respect to any environmental liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Companyforegoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Med Technologies Inc)

Environmental Liability. There are no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigations, requests for information or notices of violation investigations of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company Seller or any of the Company Subsidiaries, its Subsidiaries of any liability liability, penalty, obligation or obligation other enforcement action arising under common law or under any foreign, local, state or federal environmental statute, regulationregulation or ordinance, permit or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA")amended, pending or, to the Knowledge of Seller, threatened against Seller or any of its Subsidiaries, which liability liability, penalty, obligation or obligation wouldother enforcement action would reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. To the knowledge of the Company, there There is no reasonable basis for any such proceeding, claim, action, action or governmental investigation or remediation that would impose any liability liability, penalty, obligation or obligation other enforcement action that wouldwould be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. Neither the Company Seller nor any of the Company its Subsidiaries is subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity Authority or third party imposing any liability, penalty, obligation or other enforcement action with respect to any environmental liability or obligation the foregoing that wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clayton Holdings Inc)

Environmental Liability. There are no pending or, to the knowledge of the CompanySprint, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, or governmental investigations, requests for information or notices of violation of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company Sprint or any of the Company Sprint Subsidiaries, of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation, permit or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), which liability or obligation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySprint. To the knowledge of the CompanySprint, there is no reasonable basis for any such proceeding, claim, action, investigation or remediation that would impose any liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySprint. Neither the Company Sprint nor any of the Company Sprint Subsidiaries is subject to any agreement, order, judgment, decree, directive or Lien by or with any Governmental Entity or third party with respect to any environmental liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySprint.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nextel Communications Inc)

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