Environmental Liability. Except as could not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Parent Material Adverse Effect: (a) The businesses of Parent and its Subsidiaries have been and are operated in material compliance with all Environmental Laws. (b) Neither Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, except in material compliance with all Environmental Laws, and, to Parent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for any of its Subsidiaries except in material compliance with all Environmental Laws. (c) Neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Parent, any other communication alleging or concerning any material violation by Parent or any of its Subsidiaries of, or responsibility or liability of Parent or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation. (d) Parent and its Subsidiaries have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Parent and its Subsidiaries as currently conducted; there are no pending or, to the knowledge of Parent, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations. (e) Without in any way limiting the generality of the foregoing, (i) to Parent’s knowledge, all offsite locations where Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent or any of its Subsidiaries except in material compliance with Environmental Laws. (f) No claims have been asserted or, to Parent’s knowledge, threatened to be asserted against Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Energy Partners LTD), Merger Agreement (Stone Energy Corp)
Environmental Liability. Except as could not (individually set forth in Section 5.13 of the Parent Disclosure Letter or in either the aggregate) reasonably be expected Parent SEC Reports or Parent SEDAR Reports filed and publicly available prior to result in liabilities that have a the Agreement Date, including the September 30, 2014 Parent Material Adverse EffectBalance Sheet:
(a) The businesses of Parent and its Subsidiaries have been and are operated in compliance in all material compliance respects with all applicable Environmental Laws.
(b) Neither Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, except in compliance in all material compliance respects with all Environmental Laws and in a manner that does not give rise to any Liability under any Environmental Laws, and, to Parent’s knowledgeKnowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has otherwise occurred at any property or facility currently or formerly owned, leased or operated by Parent for or any of its Subsidiaries Subsidiaries, including the Parent Real Property, except in compliance in all material compliance respects with all Environmental Laws and in a manner that does not give rise to any Liability under any Environmental Laws.
(c) Neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge Knowledge of Parent, any other communication alleging or concerning any material violation by Parent or any of its Subsidiaries of, or responsibility or liability of Parent or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge Knowledge of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent have any knowledge Knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent and its Subsidiaries have obtained and are in compliance in all material respects with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the Parent Real Property, Parent Improvements and the businesses of Parent and its Subsidiaries as currently conducted; , and there are no pending or, to the knowledge Knowledge of Parent, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and . Parent does not have knowledge Knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, to Parent’s Knowledge, (i) to Parent’s knowledge, all offsite locations where Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are and have been licensed and operating as required by law in all material respects with Environmental Laws and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are now or have been used or stored at any property owned, leased or operated by Parent or any of its Subsidiaries Subsidiaries, except in compliance in all material compliance respects with Environmental Laws and in a manner that does not give rise to any Liability under any Environmental Laws.
(f) No claims have been asserted or, to Parent’s knowledgeKnowledge, threatened to be asserted against Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed of by Parent or its Subsidiaries.
(g) No Lien has been attached or filed or is, to the Knowledge of Parent, threatened against Parent or its Subsidiaries in favor of any Person for (i) any liability under or violation of any applicable Environmental Law, (ii) any Release of Hazardous Substances or (iii) any imposition of Liability.
(h) No property currently or formerly owned or operated by Parent or its Subsidiaries, including the Parent Real Property, is listed on a List, and neither the Parent nor its Subsidiaries have received any notice that any such property is being considered for listing on a List.
(i) All environmental audits, site assessments, risk assessments, and other environmental reports and studies, including summaries of any material test results or analytic data, conducted by, at the expense of, or on behalf of Parent or its Subsidiaries or that are otherwise in the possession of Parent or its Subsidiaries have been provided to Target.
Appears in 2 contracts
Samples: Merger Agreement (Energy Fuels Inc), Merger Agreement (Uranerz Energy Corp.)
Environmental Liability. Except as set forth in Section 5.12 of the Parent Disclosure Letter or as could not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Parent Material Adverse Effect:
(a) The businesses of Parent and its Subsidiaries have been and are operated in material compliance with all Environmental Laws.
(b) Neither Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, except in material compliance with all Environmental Laws, and, to Parent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Parent, any other communication alleging or concerning any material violation by Parent or any of its Subsidiaries of, or responsibility or liability of Parent or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent and its Subsidiaries have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Parent and its Subsidiaries as currently conducted; there are no pending or, to the knowledge of Parent, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Parent’s knowledge, all offsite locations where Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Parent’s knowledge, threatened to be asserted against Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Stone Energy Corp), Merger Agreement (Plains Exploration & Production Co)
Environmental Liability. Except as could set forth in Section 3.12 of the Company Disclosure Schedule or as would not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Parent Company Material Adverse Effect:
(a) The businesses of Parent the Company and its Subsidiaries have been and are operated in material compliance with all Environmental Laws.
(b) Neither Parent the Company nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, except in material compliance with all Environmental Laws, and, to Parentthe Company’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent the Company for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Parentthe Company, any other communication alleging or concerning any material violation by Parent the Company or any of its Subsidiaries of, or responsibility or liability of Parent the Company or any of its Subsidiaries under, any Environmental Law. There As of the date of this Agreement, there are no pendingpending or, or to the knowledge of Parentthe Company, threatened, claims, suits, actions, proceedings or investigations Legal Proceedings with respect to the businesses or operations of Parent the Company or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigationLegal Proceeding.
(d) Parent The Company and its Subsidiaries have obtained and are in compliance in all material respects with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities Permits under all Environmental Laws required for the operation and ownership of the businesses of Parent the Company and its Subsidiaries as currently conducted; as of the date of this Agreement there are no pending or, to the knowledge of Parentthe Company, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationsPermits; and Parent as of the date of this Agreement the Company does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationsPermits.
(e) Without in any way limiting the generality of the foregoing, as of the date of this Agreement (i) to Parentthe Company’s knowledge, all offsite locations where Parent the Company or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent the Company or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No As of the date of this Agreement, no claims have been asserted or, to Parentthe Company’s knowledge, threatened to be asserted against Parent the Company or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent the Company or its Subsidiaries.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Bering Exploration, Inc.)
Environmental Liability. Except as could not (individually or disclosed in the aggregate) reasonably be expected to result in liabilities that have a Parent Material Adverse EffectSchedule 3.12 hereto:
(a) The businesses of Parent the Company and its Subsidiaries have been and are operated in material compliance with all Federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "Environmental Laws").
(b) Neither Parent the Company nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, dischargerelease or disposal of chemicals, releasepollutants, disposalcontaminants, transport wastes, toxic substances, hazardous substances, petroleum, petroleum products or handling of any substance regulated under any Environmental Law ("Hazardous Substances, ") except in material compliance with all Environmental Laws, and, to Parent’s knowledge, and no generation, treatment, manufacture, processing, distribution, usehandling, storage, discharge, release, disposal, transport discharge or handling disposal of any Hazardous Substances has occurred at any property or facility owned, leased owned or operated by Parent for any of its Subsidiaries the Company except in material compliance with all Environmental Laws.
(c) Neither Parent the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Parentthe Company, any other communication from any governmental authority alleging or concerning any material violation by Parent the Company or any of its Subsidiaries of, or responsibility or liability of Parent the Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of Parentthe Company, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent the Company or any of its Subsidiaries alleging or concerning any material violation of, of or responsibility or liability under, under any Environmental Law, nor does Parent the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent The Company and its Subsidiaries have obtained and are in compliance with possession of all material approvals, permits, licenses, registrations permits and similar authorizations licenses from all Governmental Authorities governmental authorities under all Environmental Laws required for with respect to the operation and ownership of the businesses of Parent the Company and its Subsidiaries as currently conductedSubsidiaries; there are no pending or, or to the knowledge of Parentthe Company, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, permits and licenses, registrations and authorizations; and Parent the Company does not have knowledge of any fact or condition that is reasonably likely to could give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, permits or licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Parent’s knowledgethe Company does not store, all offsite locations where Parent dispose of or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged arrange for the disposal of Hazardous Substances are licensed and operating as required by law and at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs, ) or PCB-containing items, asbestos-containing materials, or radioactive materials items are used or stored at any property owned, owned or leased or operated by Parent or any of its Subsidiaries except in material compliance with Environmental Lawsthe Company.
(f) No claims have been asserted or, to Parent’s knowledge, threatened to be asserted against Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Psicor Inc), Merger Agreement (Baxter International Inc)
Environmental Liability. Except as set forth in Section 5.12 of the Wave Disclosure Schedule or as could not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Parent Wave Material Adverse Effect:
(a) The businesses of Parent Wave and its Subsidiaries have been and are operated in material compliance with all Environmental Laws.
(b) Neither Parent Wave nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, except in material compliance with all Environmental Laws, and, to ParentWave’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for Wave or any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent Wave nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of ParentWave, any other communication alleging or concerning any material violation by Parent Wave or any of its Subsidiaries of, or responsibility or liability of Parent Wave or any of its Subsidiaries under, any Environmental Law. There are no pendingpending or, or to the knowledge of ParentWave, threatened, threatened claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent Wave or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent Wave have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent Wave and its Subsidiaries have obtained are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Parent Wave and its Subsidiaries as currently conductedSubsidiaries; there are no pending or, to the knowledge of ParentWave, threatened, threatened actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Parent Wave does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to ParentWave’s knowledge, all offsite locations where Parent Wave or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBsPCB’s, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent Wave or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to ParentWave’s knowledge, threatened to be asserted against Parent Wave or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent Wave or its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Prime Medical Services Inc /Tx/), Merger Agreement (Healthtronics Surgical Services Inc)
Environmental Liability. Except as could not (for such matters that, either individually or in the aggregate) , would not reasonably be expected to result in liabilities that have a Parent Material Adverse Effect:
Effect on Parent: (a) The businesses of Parent and its Subsidiaries have been and are operated in material compliance has complied with all applicable Environmental Laws.
; (b) Neither Parent nor any there has been no release or threat of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling release of any Hazardous SubstancesSubstance at, except in material compliance with all Environmental Lawsto, andunder, to Parent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport on or handling of any Hazardous Substances has occurred at from any property or facility currently owned, leased leased, or operated by the Parent for any or its Subsidiaries, as a result of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent nor any the operations of its Subsidiaries has received any written notice from any Governmental Authority or third party Parent, or, to the knowledge of Parent, otherwise; (c) there was no release or threat of release of any other communication alleging Hazardous Substance at, to, under, on or concerning from any material violation property formerly owned, leased or operated by the Parent or any of its Subsidiaries ofduring the period of ownership, lease or responsibility or liability of operation by the Parent or any of its Subsidiaries underor their predecessors, any Environmental Law. There are no pending, or to as a result of the knowledge operations of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent and its Subsidiaries have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Parent and its Subsidiaries as currently conducted; there are no pending or, to the knowledge of Parent, threatened, actions, proceedings otherwise; (d) neither Parent nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or investigations alleging violations of or seeking to modify, revoke or deny renewal of contamination on any of such approvals, permits, licenses, registrations and authorizationsthird party property; and Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Parent’s knowledge, all offsite locations where neither Parent or any of nor its Subsidiaries has transportedreceived any notice, releaseddemand, dischargedclaim, storedsummons, disposed or arranged request for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBs, PCB-containing items, asbestos-containing materialsinformation, or radioactive materials are used or stored at any property owned, leased or operated by Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Parent’s knowledge, threatened to be asserted against other notice alleging that the Parent or its Subsidiaries for may be in violation of or liable under any personal injury Environmental Law; (including wrongful deathf) neither Parent nor its Subsidiaries are subject to any orders, agreements, decrees, judgments, writs or property damage (real injunctions of, or personal) arising out of alleged exposure arrangements with, any court, governmental authority or otherwise related regulatory agency or is subject to any indemnity or other agreement with any third party, in each case relating to liability or an obligation under any Environmental Law or relating to Hazardous Substances usedSubstances; and (g) to the knowledge of Parent, handledthere are no conditions involving Parent or its Subsidiaries or their predecessors that could reasonably be expected to result in any legal, generatedadministrative, transported arbitral, or disposed by other proceedings, claims, actions, causes of action, liabilities, obligations, investigations or costs, or any restrictions on the ownership, use or transfer of any property of Parent or its Subsidiaries, arising under any Environmental Law.
Appears in 2 contracts
Samples: Merger Agreement (Bruker Daltonics Inc), Merger Agreement (Bruker Axs Inc)
Environmental Liability. Except as set forth in Section 4.12 of the Stone Disclosure Schedule or as could not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Parent Stone Material Adverse Effect:
(a) The businesses of Parent Stone and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Parent Stone nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to ParentStone’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for Stone or any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent Stone nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of ParentStone, any other communication alleging or concerning any material violation by Parent Stone or any of its Subsidiaries of, or responsibility or liability of Parent Stone or any of its Subsidiaries under, any Environmental Law. There are no pendingpending or, or to the knowledge of ParentStone, threatened, threatened claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent Stone or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent Stone have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent Stone and its Subsidiaries have obtained are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Parent Stone and its Subsidiaries as currently conductedSubsidiaries; there are no pending or, to the knowledge of ParentStone, threatened, threatened actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Parent Stone does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to ParentStone’s knowledge, all offsite locations where Parent Stone or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent Stone or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to ParentStone’s knowledge, threatened to be asserted against Parent Stone or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent Stone or its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Healthtronics Surgical Services Inc), Merger Agreement (Prime Medical Services Inc /Tx/)
Environmental Liability. Except as set forth in Section 5.11 of the Parent Disclosure Schedule or as could not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Parent Material Adverse Effect:
(a) The businesses of Parent and its Subsidiaries have been and are operated in material compliance with all Environmental Laws.
(b) Neither Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, Substances except in material compliance with all Environmental Laws, and, to Parent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for or any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Parent, any other communication alleging or concerning any material violation by Parent or any of its Subsidiaries of, or responsibility or liability of Parent or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent and its Subsidiaries have obtained are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Parent and its Subsidiaries as currently conductedSubsidiaries; there are no pending or, to the knowledge of Parent, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Parent’s knowledge, all offsite locations where Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBsPCB’s, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Parent’s knowledge, threatened to be asserted against Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Prime Medical Services Inc /Tx/), Merger Agreement (Medstone International Inc/)
Environmental Liability. Except as could not (individually or set forth in the aggregate) reasonably be expected Parent SEC Reports filed and publicly available prior to result in liabilities the date of this Agreement and except for matters that would not have a Parent Material Adverse Effect:
(a) a. The businesses of Parent and its Subsidiaries have been and are operated in material compliance with all Environmental Laws.
(b) b. Neither Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, Substances at any of its properties or facilities except in material compliance with all Environmental Laws, and, to Parent’s 's knowledge, no generation, treatment, manufacture, processing, distribution, use, treatment, handling, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for or any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) c. Neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Parent, any other communication alleging or concerning any material violation by Parent or any of its Subsidiaries of, or responsibility or liability of Parent or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent or any of its Subsidiaries alleging or concerning any material violation of, of or responsibility or liability under, under any Environmental LawLaw that, if adversely determined, could reasonably be expected to have a Parent Material Adverse Effect, nor does Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) d. Parent and its Subsidiaries have obtained and are in compliance with possession of all material approvals, permits, licenses, registrations and similar type authorizations from all Governmental Authorities under all Environmental Laws required for with respect to the operation and ownership of the businesses of Parent and its Subsidiaries as currently conductedSubsidiaries; there are no pending or, to the knowledge of Parent, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, licenses registrations and authorizations; and Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without e. There has been no discharge, release or disposal by Parent or its Subsidiaries or, to Parent's knowledge, any predecessor in interest at any way limiting the generality of the foregoing, (i) to Parent’s knowledge, all offsite locations where Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased properties owned or operated by Parent Parent, its Subsidiaries, or a predecessor in interest, or to the knowledge of Parent, at any disposal or treatment facility which received Hazardous Substances generated by Parent, its Subsidiaries, or any of its Subsidiaries except predecessor in material compliance with Environmental Lawsinterest which could reasonably be expected to have a Parent Material Adverse Effect.
(f) No f. To Parent's knowledge, no pending claims have been asserted or, to Parent’s knowledge, or threatened to be asserted against Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its Subsidiaries at property owned or operated by Parent or its Subsidiaries, except as could not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Environmental Liability. Except as could not (individually or in the aggregatei) reasonably be expected to result in liabilities that have a Parent Material Adverse Effect:
(a) The businesses Each of Parent and its Subsidiaries have been and are operated is in material compliance with all Environmental Laws.
applicable federal and state laws and regulations relating to pollution or protection of the environment (b) Neither Parent nor any including without limitation, laws and regulations relating to emissions, discharges, releases and threatened releases of its Subsidiaries has caused Hazardous Materials (as hereinafter defined)), or allowed otherwise relating to the generation, treatment, manufacture, processing, distribution, use, treatment, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, except in material compliance with all Environmental Laws, and, to Parent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Parent, any other communication alleging or concerning any material violation by Parent or any of its Subsidiaries of, or responsibility or liability of Parent or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent and its Subsidiaries have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses each of Parent and its Subsidiaries as currently conducted; there are of Hazardous Materials;
(ii) There is no suit, claim, action, proceeding, investigation or notice pending or, to the knowledge of Parent, threatenedthreatened (or past or present actions or events that, to the knowledge of Parent, could form the basis of any such suit, claim, action, proceeding, investigation or notice), in which Parent or any Subsidiary of Parent has been or, with respect to threatened suits, claims, actions, proceedings proceedings, investigations or investigations alleging violations of notices may be, named as a defendant (x) for alleged material noncompliance (including by any predecessor) with any environmental law, rule or seeking regulation or (y) relating to modify, revoke any material release or deny renewal threatened release into the environment of any of such approvalsHazardous Material, permits, licenses, registrations and authorizations; and Parent does not have knowledge of any fact occurring at or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Parent’s knowledge, all offsite locations where Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property on a site owned, leased or operated by Parent or any Subsidiary of Parent, or to the knowledge of Parent, relating to any material release or threatened release into the environment of any Hazardous Material, occurring at or on a site not owned, leased or operated by Parent or any Subsidiary of Parent;
(iii) During the period of Parent's or any of its Subsidiaries' ownership or operation of any of its properties, there has not been any material release by Parent or any of its Subsidiaries except in material compliance with Environmental Laws.of Hazardous Materials in, on, under or affecting any such property;
(fiv) No claims have been asserted orTo the knowledge of Parent, neither Parent nor any Subsidiary of Parent has made or participated in any loan to Parent’s knowledgeany person who is subject to any suit, claim, action, proceeding, investigation or notice, pending or threatened, with respect to (i) any alleged material noncompliance as to any property securing such loan with any environmental law, rule or regulation or (ii) the release or the threatened to be asserted against Parent release into the environment of any Hazardous Material at a site owned, leased or its Subsidiaries for operated by such person on any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its Subsidiariessecuring such loan.
Appears in 1 contract
Samples: Merger Agreement (BSB Bancorp Inc)
Environmental Liability. Except as could set forth in Section 4.12 of the Company Disclosure Schedule or as would not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Parent Company Material Adverse Effect:
(a) The businesses of Parent the Company and its Subsidiaries have been and are operated in material compliance with all Environmental Laws.
(b) Neither Parent the Company nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, except in material compliance with all Environmental Laws, and, to Parentthe Company’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent the Company for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Parentthe Company, any other communication alleging or concerning any material violation by Parent the Company or any of its Subsidiaries of, or responsibility or liability of Parent the Company or any of its Subsidiaries under, any Environmental Law. There As of the date of this Agreement, there are no pendingpending or, or to the knowledge of Parentthe Company, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent the Company or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent The Company and its Subsidiaries have obtained and are in compliance in all material respects with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities Permits under all Environmental Laws required for the operation and ownership of the businesses of Parent the Company and its Subsidiaries as currently conducted; as of the date of this Agreement there are no pending or, to the knowledge of Parentthe Company, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationsPermits; and Parent as of the date of this Agreement the Company does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationsPermits.
(e) Without in any way limiting the generality of the foregoing, as of the date of this Agreement (i) to Parentthe Company’s knowledge, all offsite locations where Parent the Company or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent the Company or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No As of the date of this Agreement, no claims have been asserted or, to Parentthe Company’s knowledge, threatened to be asserted against Parent the Company or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent the Company or its Subsidiaries.
Appears in 1 contract
Environmental Liability. Except as could not (individually To the knowledge of PHC, NHS or in the aggregate) reasonably be expected to result in liabilities that have a Parent Material Adverse Effectany Subsidiary:
(a) The businesses of Parent NHS and its Subsidiaries each Subsidiary have been and are operated in material compliance with all Environmental Laws.
(b) Neither Parent applicable statutory or regulatory requirements of all federal, state and local governmental authorities with jurisdiction over the environment or over workplace health and safety, and neither NHS nor any of its Subsidiaries has Subsidiary have caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport release or handling disposal of any Hazardous Substances, hazardous substances except in material compliance accordance with all Environmental Laws, and, to Parent’s knowledge, no such statutes and regulations as they existed at the time of such generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, release or disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(cb) Neither Parent PHC, NHS nor any of its Subsidiaries Subsidiary has received any written notice from any Governmental Authority or third party or, to the best knowledge of ParentPHC, NHS or any Subsidiary, any other communication communication, from any governmental authority alleging or concerning any material violation by Parent NHS or any of its Subsidiaries Subsidiary of, or responsibility or liability of Parent NHS or any of its Subsidiaries underSubsidiary, any Environmental Lawstatute or regulation relating to the environment. There are no pending, pending or to the knowledge of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent NHS or any of its Subsidiaries Subsidiary alleging or concerning any material violation of, of or responsibility or liability under, under any Environmental Lawstatutes or regulations relating to the environment, nor does Parent PHC, NHS or any Subsidiary have any knowledge of any fact or condition that could which might reasonably be expected to give rise to such a claim, suit, action, proceeding or investigation.
(dc) Parent and its Subsidiaries have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Parent and its Subsidiaries as currently conducted; there There are no pending or, to the knowledge of Parent, threatened, or threatened actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permitspermits and licenses; nor does PHC, licenses, registrations and authorizations; and Parent does not NHS or any Subsidiary have knowledge of any fact or condition that is which might reasonably likely be expected to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationspermits or licenses if such revocation or denial would constitute a Material Adverse Event.
(e) Without in any way limiting the generality of the foregoing, (i) to Parent’s knowledge, all offsite locations where Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Parent’s knowledge, threatened to be asserted against Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its Subsidiaries.
Appears in 1 contract
Samples: Stock Purchase Agreement (United Payors & United Providers Inc)
Environmental Liability. Except as set forth in Section 5.12 of the Parent Disclosure Schedule or as could not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Parent Material Adverse Effect:
(a) The businesses of Parent and its Subsidiaries have been and are operated in material compliance with all Environmental Laws.
(b) Neither Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, except in material compliance with all Environmental Laws, and, to Parent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Parent, any other communication alleging or concerning any material violation by Parent or any of its Subsidiaries of, or responsibility or liability of Parent or any of its Subsidiaries under, under any Environmental Law. There are no pending, or to the knowledge of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent and its Subsidiaries have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Parent and its Subsidiaries as currently conducted; there are no pending or, to the knowledge of Parent, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Parent’s knowledge, all offsite locations where Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) to Parent’s knowledge, no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Parent’s knowledge, threatened to be asserted against Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its Subsidiaries.
Appears in 1 contract
Environmental Liability. Except as set forth in Section 5.12 of the Parent Disclosure Schedule or as could not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Parent Material Adverse Effect:
(a) The businesses of Parent and its Subsidiaries have been and are operated in material compliance with all Environmental Laws.
(b) Neither Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, except in material compliance with all Environmental Laws, and, to Parent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Parent, any other communication alleging or concerning any material violation by Parent or any of its Subsidiaries of, or responsibility or liability of Parent or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent and its Subsidiaries have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Parent and its Subsidiaries as currently conducted; there are no pending or, to the knowledge of Parent, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Parent’s knowledge, all offsite locations where Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Parent’s knowledge, threatened to be asserted against Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Plains Exploration & Production Co)
Environmental Liability. Except as set forth in Section 5.12 of the Parent Disclosure Schedule or as could not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Parent Material Adverse Effect:
(a) The businesses of Parent and its Subsidiaries have been and are operated in material compliance with all Environmental Laws.
(b) Neither Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, except in material compliance with all Environmental Laws, and, to Parent’s 's knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Parent, any other communication alleging or concerning any material violation by Parent or any of its Subsidiaries of, or responsibility or liability of Parent or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent and its Subsidiaries have obtained are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Parent and its Subsidiaries as currently conductedSubsidiaries; there are no pending or, to the knowledge of Parent, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Parent’s 's knowledge, all offsite locations where Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Parent’s 's knowledge, threatened to be asserted against Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Plains Exploration & Production Co)
Environmental Liability. Except as could not (individually or set forth in Section 4.12 of the aggregate) reasonably be expected to result in liabilities that have a Parent Material Adverse EffectOEI Disclosure Schedule:
(a) The businesses of Parent OEI and its Subsidiaries have been and are operated in material compliance with all federal, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, "Environmental Laws").
(b) Neither Parent OEI nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") at any of its properties or facilities, except in material compliance with all Environmental Laws, and, to Parent’s OEI's knowledge, no generation, treatment, manufacture, processing, distribution, use, treatment, handling, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for OEI or any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent OEI nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of ParentOEI, any other communication alleging or concerning any material violation by Parent OEI or any of its Subsidiaries of, or responsibility or liability of Parent OEI or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of ParentOEI, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent OEI or any of its Subsidiaries alleging or concerning any material violation of, of or responsibility or liability under, under any Environmental LawLaw that, if adversely determined, could reasonably be expected to have an OEI Material Adverse Effect, nor does Parent OEI have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent OEI and its Subsidiaries have obtained and are in compliance with possession of all material approvals, permits, licenses, registrations and similar type authorizations from all Governmental Authorities under all Environmental Laws required for with respect to the operation and ownership of the businesses of Parent OEI and its Subsidiaries as currently conductedSubsidiaries; there are no pending or, to the knowledge of ParentOEI, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Parent OEI does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Parent’s knowledgethe knowledge of OEI, all offsite off-site locations where Parent OEI or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances pollutants, contaminants, hazardous wastes or toxic substances are licensed and operating disposal sites as required by law and law, (ii) to OEI's knowledge, all underground storage tanks, and the operating status, capacity and contents of such tanks, located on any property owned, leased or operated by OEI or any of its Subsidiaries are identified in Section 4.12 of the OEI Disclosure Schedule and (iii) no polychlorinated biphenyls ("PCBs, PCB-") or PCB- containing items, asbestos-containing materials, or radioactive materials items are used or stored at any property owned, leased or operated by Parent OEI or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No There has been no discharge, release or disposal at any of the properties owned or operated by OEI, its Subsidiaries, or a predecessor in interest, or to the knowledge of OEI, at any disposal or treatment facility which received Hazardous Substances generated by OEI, its Subsidiaries, or any predecessor in interest which could reasonably be expected to result in liabilities that have an OEI Material Adverse Effect.
(g) To OEI's knowledge, no pending claims have been asserted or, to Parent’s knowledge, or threatened to be asserted against Parent OEI or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent OEI or its Subsidiaries at property owned or operated by OEI or its Subsidiaries, except as could not reasonably be expected to result in liabilities that have an OEI Material Adverse Effect.
Appears in 1 contract
Environmental Liability. Except as could not (individually or set forth in Section 5.12 of the aggregate) reasonably be expected to result in liabilities that have a Parent Material Adverse EffectBellwether Disclosure Schedule:
(a) The businesses of Parent Bellwether and its Subsidiaries have been and are operated in material compliance with all Environmental Laws.
(b) Neither Parent Bellwether nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous SubstancesSubstances at any of its properties or facilities, except in material compliance with all Environmental Laws, and, to Parent’s Bellwether's knowledge, no generation, treatment, manufacture, processing, distribution, use, treatment, handling, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for Bellwether or any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent Bellwether nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of ParentBellwether, any other communication alleging or concerning any material violation by Parent Bellwether or any of its Subsidiaries of, or responsibility or liability of Parent Bellwether or any of its Subsidiaries under, any Environmental LawLaw (or as regards environmental conditions under the common law). There are no pending, or to the knowledge of ParentBellwether, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent Bellwether or any of its Subsidiaries alleging or concerning any material violation of, of or responsibility or liability under, under any Environmental LawLaw (or as regards environmental conditions under the common law) that, if adversely determined, could reasonably be expected to have a Bellwether Material Adverse Effect, nor does Parent Bellwether have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent Bellwether and its Subsidiaries have obtained and are in compliance with possession of all material approvals, permits, licenses, registrations and similar type authorizations from from, and have filed all material notices and registrations with, all Governmental Authorities under all Environmental Laws required for with respect to the operation and ownership of the businesses of Parent Bellwether and its Subsidiaries as currently conductedSubsidiaries; there are no pending or, to the knowledge of ParentBellwether, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, licenses registrations and authorizations; and Parent Bellwether does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Parent’s knowledgethe knowledge of Bellwether, all offsite locations where Parent Bellwether or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Parent’s knowledge, threatened to be asserted against Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its Subsidiaries.has
Appears in 1 contract
Environmental Liability. Except as could not (individually To the knowledge of PHC, NHS or in the aggregate) reasonably be expected to result in liabilities that have a Parent Material Adverse Effectany Subsidiary:
(a) The businesses of Parent NHS and its Subsidiaries have each Subsidiary has been and are is operated in material compliance with all Environmental Laws.
(b) Neither Parent applicable statutory or regulatory requirements of all federal, state and local governmental authorities with jurisdiction over the environment or over workplace health and safety, and neither NHS nor any of its Subsidiaries Subsidiary has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport release or handling disposal of any Hazardous Substances, hazardous substances except in material compliance accordance with all Environmental Laws, and, to Parent’s knowledge, no such statutes and regulations as they existed at the time of such generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, release or disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(cb) Neither Parent PHC, NHS nor any of its Subsidiaries Subsidiary has received any written notice from any Governmental Authority or third party or, to the best knowledge of ParentPHC, NHS or any Subsidiary, any other communication communication, from any governmental authority alleging or concerning any material violation by Parent NHS or any of its Subsidiaries Subsidiary of, or responsibility or liability of Parent NHS or any of its Subsidiaries underSubsidiary, any Environmental Lawstatute or regulation relating to the environment. There are no pending, pending or to the knowledge of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent NHS or any of its Subsidiaries Subsidiary alleging or concerning any material violation of, of or responsibility or liability under, under any Environmental Lawstatutes or regulations relating to the environment, nor does Parent PHC, NHS or any Subsidiary have any knowledge of any fact or condition that could which might reasonably be expected to give rise to such a claim, suit, action, proceeding or investigation.
(dc) Parent and its Subsidiaries have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Parent and its Subsidiaries as currently conducted; there There are no pending or, to the knowledge of Parent, threatened, or threatened actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permitspermits and licenses; nor does PHC, licenses, registrations and authorizations; and Parent does not NHS or any Subsidiary have knowledge of any fact or condition that is which might reasonably likely be expected to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationspermits or licenses if such revocation or denial would constitute a Material Adverse Event.
(e) Without in any way limiting the generality of the foregoing, (i) to Parent’s knowledge, all offsite locations where Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Parent’s knowledge, threatened to be asserted against Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its Subsidiaries.
Appears in 1 contract
Samples: Stock Purchase Agreement (Pioneer Financial Services Inc /De)
Environmental Liability. Except as could not (set forth in Section 3.31 of the Shareholder and Company Disclosure Letter and except as would not, individually or in the aggregate) reasonably be expected to result in liabilities that , have a Parent Company Material Adverse Effect, to the Knowledge of the Shareholder and the Company:
(a) The businesses neither the Company nor any Company Subsidiary is in violation of Parent and its Subsidiaries have been and are operated in material compliance with all any Environmental Laws.Law;
(b) Neither Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, except in material compliance with all Environmental Laws, and, to Parent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to Company and the knowledge of Parent, any other communication alleging or concerning any material violation by Parent or any of its Subsidiaries of, or responsibility or liability of Parent or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent and its Company Subsidiaries have obtained and are in compliance with all material approvals, permits, licensesauthorizations, registrations and licenses or similar authorizations from all Governmental Authorities approvals required under all Environmental Laws required for the operation and ownership of the businesses of Parent and its Subsidiaries as currently conducted; Laws;
(c) there are no pending oradministrative, regulatory, or judicial actions or proceedings, suits, demands, claims, liens, notices of noncompliance or violation, investigations, requests for information, consent orders, consent judgments or consent agreements pending, or to the knowledge Knowledge of Parentthe Company or the Shareholder, threatenedthreatened against the Company or any Company Subsidiary relating to Environmental Laws or Hazardous Materials. Neither the Company, actionsany Company Subsidiary nor the Shareholder have received any written claim, proceedings demand or investigations notice alleging violations of violation of, or seeking to modifyliability under, revoke any Environmental Law;
(d) neither the Company nor any Company Subsidiary has any liability for response costs, corrective action costs, personal injury, property damage, natural resource damages or deny renewal of any of such approvalsinvestigative or remedial obligations, permits, licenses, registrations and authorizations; and Parent does not have knowledge of associated with any fact or condition that is reasonably likely to give rise Hazardous Materials pursuant to any actionEnvironmental Law and the real property owned or leased by the Company or any Company Subsidiary has not been listed or proposed for listing on the National Priorities List established by the United States Environmental Protection Agency, proceeding or investigation regarding the violation of any similar federal or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.state list;
(e) Without in no Hazardous Material is present or at any way limiting the generality of the foregoingtime has been stored, (i) to Parent’s knowledgetreated, all offsite locations where Parent or any of its Subsidiaries has transportedrecycled, released, dischargedused, storedgenerated, handled, disposed of or arranged for discharged on, about, from or affecting any of the disposal of Hazardous Substances are licensed and operating as required real property owned or leased by law and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent the Company or any Company Subsidiary except for Hazardous Materials that have been used, maintained and disposed of its Subsidiaries except in material compliance with all Environmental Laws.; and
(f) No claims have been asserted orthe Company has delivered to the Parent true and complete copies of all engineering and environmental reports and studies, and all other reports, evaluations and assessments, if any, relating to Parent’s knowledgeany of the real property owned or leased by the Company or any Company Subsidiary and/or any matter referred to in this Section 3.31 in the control, threatened to be asserted against Parent possession, or its custody of the Company, any of the Company Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its Subsidiariesthe Shareholder.
Appears in 1 contract
Environmental Liability. (a) Except as could for matters that would not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Parent Company Material Adverse Effect:
, (ai) The businesses the Company and each of Parent and its Material Subsidiaries have been and are operated in material compliance complied with all Environmental Laws.
(b) Neither Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances, except in material compliance with all Environmental Laws, and, to Parent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Parent, any other communication alleging or concerning any material violation by Parent or any of its Subsidiaries of, or responsibility or liability of Parent or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of Parent, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent and its Subsidiaries have obtained and are in compliance with all material approvalsapplicable Environmental Laws and have obtained, permits, licenses, registrations and similar authorizations from all Governmental Authorities under are in compliance with all Environmental Laws Permits required for the operation and ownership of the businesses of Parent and its Subsidiaries their operations as currently conducted; provided that no representation is made hereunder with respect to compliance prior to November 1, 2005 if such non-compliance is a Moyes-Specific Event; (ii) there are no investigations pending or, to the knowledge Knowledge of Parentthe Company, threatened, actions, proceedings concerning Release of Hazardous Materials or investigations alleging violations of or seeking to modify, revoke or deny renewal of compliance by the Company with any of such approvals, permits, licenses, registrations and authorizationsEnvironmental Law; and Parent does not have knowledge of any fact or condition that is reasonably likely (iii) there are no Environmental Claims pending or, to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality Knowledge of the foregoingCompany, (i) to Parent’s knowledge, all offsite locations where Parent threatened against the Company or any of its Subsidiaries has transported, released, discharged, stored, disposed Material Subsidiaries; (iv) there is no Cleanup planned or arranged for being conducted by the disposal of Hazardous Substances are licensed and operating as required Company or any Material Subsidiary or to the Company’s Knowledge by law and (ii) no PCBs, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any other party on any property owned, leased or operated by Parent the Company or any of its Subsidiaries except in Material Subsidiaries; and (v) the Company has delivered or otherwise made available for inspection to Parent true, complete and correct copies and results of any material reports, studies, analyses, tests or monitoring possessed or initiated by the Company which have been prepared since November 1, 2005 pertaining to Hazardous Materials in, on, beneath or adjacent to any property currently owned, operated or leased by the Company or any of its Material Subsidiaries, or regarding the Company’s or any of its Material Subsidiaries’ compliance with applicable Environmental Laws.
(fb) No claims have been asserted orThe representations and warranties contained in this Section 3.16 are the only representations and warranties being made with respect to compliance with or liability under Environmental Law or Environmental Permits, or with respect to Parent’s knowledgeany Environmental Claim or environmental, threatened health or safety matter, including natural resources, related in any way to be asserted against Parent the Company or this Agreement or its Subsidiaries for subject matter, and no other representation or warranty contained in this Agreement shall apply to any personal injury (including wrongful death) such matters and no other representation or property damage (real warranty, express or personal) arising out of alleged exposure or otherwise related to Hazardous Substances usedimplied, handled, generated, transported or disposed by Parent or its Subsidiariesis being made with respect thereto.
Appears in 1 contract
Environmental Liability. Except as set forth in Section 4.12 of the Target Disclosure Schedule or as could not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Parent Target Material Adverse Effect:
(a) The businesses of Parent Target and its Subsidiaries have been and are operated in material compliance with all applicable federal, state and local statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standards, and legal requirements relating to the protection of the environment and human health, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Parent Target nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to ParentTarget’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent Target for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Parent Target nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of ParentTarget, any other communication alleging or concerning any material violation by Parent Target or any of its Subsidiaries of, or responsibility or liability of Parent Target or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of ParentTarget, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Parent Target or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent Target have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Parent Target and its Subsidiaries have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Parent Target and its Subsidiaries as currently conducted; there are no pending or, to the knowledge of ParentTarget, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Parent Target does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to ParentTarget’s knowledge, all offsite locations where Parent Target or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent Target or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to ParentTarget’s knowledge, threatened to be asserted against Parent Target or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent Target or its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Plains Exploration & Production Co)
Environmental Liability. Except as could set forth in Section 2.10 of the Breitling Disclosure Schedule or as would not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Parent Breitling Material Adverse Effect:
(a) The businesses of Parent and its Subsidiaries have Business has been and are is operated in material compliance with all applicable federal, state and local statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standards and legal requirements relating to the protection of the environment and human health, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Parent nor any of its Subsidiaries Breitling has not caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to ParentBreitling’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Parent for any of its Subsidiaries Breitling except in material compliance with all Environmental Laws.
(c) Neither Parent nor any As of its Subsidiaries the date of this Agreement, Breitling has not received any written notice from any Governmental Authority or third party or, to the knowledge of ParentBreitling, any other communication alleging or concerning any material violation by Parent or any of its Subsidiaries Breitling of, or responsibility or liability of Parent or any of its Subsidiaries Breitling under, any Environmental Law. There As of the date of this Agreement, there are no pendingpending or, or to the knowledge of ParentBreitling, threatened, claims, suits, actions, proceedings or investigations Legal Proceedings with respect to the businesses or operations of Parent or any of its Subsidiaries Breitling alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Parent Breitling have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigationLegal Proceeding.
(d) Parent and its Subsidiaries have Breitling has obtained and are is in compliance in all material respects with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities Permits under all Environmental Laws required for the operation and ownership of the businesses of Parent and its Subsidiaries Business as currently conducted; as of the date of this Agreement, there are no pending or, to the knowledge of ParentBreitling, threatened, threatened actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationsPermits; and Parent as of the date of this Agreement, Breitling does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationsPermits.
(e) Without in any way limiting the generality of the foregoing, as of the date of this Agreement: (i) to ParentBreitling’s knowledge, all offsite locations where Parent or any of its Subsidiaries Breitling has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Parent or any of its Subsidiaries Breitling except in material compliance with Environmental Laws.
(f) No As of the date of this Agreement, no claims have been asserted or, to ParentBreitling’s knowledge, threatened to be asserted against Parent or its Subsidiaries Breitling for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Parent or its SubsidiariesBreitling.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bering Exploration, Inc.)
