Environmental Liability. Except as set forth in Section 5.16 of the TD Banknorth Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on TD Banknorth or any of its Subsidiaries of any liability or obligation arising under any Environmental Law pending or, to the Knowledge of TD Banknorth, threatened against TD Banknorth or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to have a Material Adverse Effect on TD Banknorth. To the Knowledge of TD Banknorth, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on TD Banknorth. To the Knowledge of TD Banknorth, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of any Hazardous Substance in, on, under or affecting any such property which would reasonably be expected to have a Material Adverse Effect on TD Banknorth. Neither TD Banknorth nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on TD Banknorth.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Td Banknorth Inc.), Agreement and Plan of Merger (Hudson United Bancorp), Agreement and Plan of Merger (Toronto Dominion Bank)
Environmental Liability. Except as set forth in Section 5.16 3.20 of the TD Banknorth Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on TD Banknorth or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Law Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the Knowledge knowledge of TD Banknorth, threatened against TD Banknorth or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to have a Material Adverse Effect on TD Banknorth. To the Knowledge knowledge of TD Banknorth, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on TD Banknorth. To the Knowledge knowledge of TD Banknorth, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of any hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws (each, a “Hazardous Substance Substance”) in, on, under or affecting any such property which would reasonably be expected to have a Material Adverse Effect on TD Banknorth. Neither TD Banknorth nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on TD Banknorth.
Appears in 2 contracts
Samples: Rights Agreement (Toronto Dominion Bank), Agreement and Plan of Merger (Banknorth Group Inc/Me)
Environmental Liability. Except as set forth in Section 5.16 4.19 of the TD Banknorth SIB Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on TD Banknorth SIB or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Law Response, Compensation and Liability Act of 1980, as amended (collectively, the "Environmental Laws"), pending or, to the Knowledge knowledge of TD BanknorthSIB, threatened against TD Banknorth SIB or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthSIB. To the Knowledge knowledge of TD BanknorthSIB, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthSIB. To the Knowledge knowledge of TD BanknorthSIB, during or prior to the period of (i) its or any of its Subsidiaries’ ' ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ ' participation in the management of any property, or (iii) its or any of its Subsidiaries’ ' holding of a security interest or other interest in any property, there were no releases or threatened releases of any Hazardous Substance hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to have a Material Adverse Effect on TD BanknorthSIB. Neither TD Banknorth SIB nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthSIB.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Staten Island Bancorp Inc), Agreement and Plan of Merger (Independence Community Bank Corp)
Environmental Liability. Except as set forth in Section 5.16 4.19 of the TD Banknorth Hxxxxx United Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on TD Banknorth Hxxxxx United or any of its Subsidiaries of any liability or obligation arising under any Environmental Law pending or, to the Knowledge of TD BanknorthHxxxxx United, threatened against TD Banknorth Hxxxxx United or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthHxxxxx United. To the Knowledge of TD BanknorthHxxxxx United, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthHxxxxx United. To the Knowledge of TD BanknorthHxxxxx United, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, property or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of any Hazardous Substance in, on, under or affecting any such property which would reasonably be expected to have a Material Adverse Effect on TD BanknorthHxxxxx United. Neither TD Banknorth Hxxxxx United nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthHxxxxx United.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Td Banknorth Inc.), Agreement and Plan of Merger (Toronto Dominion Bank)
Environmental Liability. Except as set forth in Section 5.16 4.21 of the TD Banknorth Long Beach Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on TD Banknorth Long Beach or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including, without limitation, the Comprehensive Environmental Law Response, Compensation and Liability Act of 1980, as amended (collectively, the "Environmental Laws"), pending or, to the Knowledge knowledge of TD BanknorthLong Beach, threatened against TD Banknorth Long Beach or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthLong Beach. To the Knowledge knowledge of TD BanknorthLong Beach, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthLong Beach. To the Knowledge knowledge of TD BanknorthLong Beach, during or prior to the period of (i) its or any of its Subsidiaries’ , ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ , participation in the management of any property, or (iii) its or any of its Subsidiaries’ ' holding of a security interest or other interest in any property, there were no releases or threatened releases of any Hazardous Substance hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to have a Material Adverse Effect on TD BanknorthLong Beach. Neither TD Banknorth Long Beach nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthLong Beach.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Washington Mutual Inc), Agreement and Plan of Merger (Long Beach Financial Corp)
Environmental Liability. Except as set forth in Section 5.16 5.17 of the TD Banknorth ICBC Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on TD Banknorth ICBC or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any the Environmental Law Laws, pending or, to the Knowledge knowledge of TD BanknorthICBC, threatened against TD Banknorth ICBC or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthICBC. To the Knowledge knowledge of TD BanknorthICBC, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthICBC. To the Knowledge knowledge of TD BanknorthICBC, during or prior to the period of (i) its or any of its Subsidiaries’ ' ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ ' participation in the management of any property, or (iii) its or any of its Subsidiaries’ ' holding of a security interest or other interest in any property, there were no releases or threatened releases of any Hazardous Substance hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to have a Material Adverse Effect on TD BanknorthICBC. Neither TD Banknorth ICBC nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthICBC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Staten Island Bancorp Inc), Agreement and Plan of Merger (Independence Community Bank Corp)
Environmental Liability. Except as set forth in Section 5.16 5.17 of the TD Banknorth Washington Mutual Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could would be expected to result in the imposition, on TD Banknorth Washington Mutual or any of its Subsidiaries of any liability or obligation arising under any Environmental Law Law, pending or, to the Knowledge knowledge of TD BanknorthWashington Mutual, threatened threatened, against TD Banknorth Washington Mutual or any of its Subsidiaries, which liability or obligation would have or that would reasonably be expected to have a Material Adverse Effect on TD BanknorthWashington Mutual. To the Knowledge knowledge of TD BanknorthWashington Mutual, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthWashington Mutual. To the Knowledge knowledge of TD BanknorthWashington Mutual, during or prior to the period of (i) its or any of its Subsidiaries’ ' ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ ' participation in the management of any property, or (iii) its or any of its Subsidiaries’ ' holding of a security interest or other interest in any property, there were no releases or threatened releases of any Hazardous Substance hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property property, which would reasonably be expected to have a Material Adverse Effect on TD BanknorthWashington Mutual. Neither TD Banknorth Washington Mutual nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthWashington Mutual.
Appears in 1 contract
Environmental Liability. Except as set forth in Section 5.16 4.19 of the TD Banknorth Hxxxxx United Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on TD Banknorth Hxxxxx United or any of its Subsidiaries of any liability or obligation arising under any Environmental Law pending or, to the Knowledge of TD BanknorthHxxxxx United, threatened against TD Banknorth Hxxxxx United or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthHxxxxx United. To the Knowledge of TD BanknorthHxxxxx United, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthHxxxxx United. To the Knowledge of TD BanknorthHxxxxx United, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, property or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of any Hazardous Substance in, on, under or affecting any such property which would reasonably be expected to have a Material Adverse Effect on TD BanknorthHxxxxx United. Neither TD Banknorth Hxxxxx United nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on TD BanknorthHxxxxx United.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hudson United Bancorp)