Environmental Matters. Except as otherwise disclosed in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.
Appears in 8 contracts
Samples: Underwriting Agreement (Sonnet BioTherapeutics Holdings, Inc.), Underwriting Agreement (Sonnet BioTherapeutics Holdings, Inc.), Underwriting Agreement (Biocept Inc)
Environmental Matters. Except as otherwise disclosed for such matters that would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the reasonably be expected to have a Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and ProspectusMaterial Adverse Effect: (i) each of the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes since the Applicable Date been in compliance with all applicable Environmental Laws to conduct their respective businessesLaws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is aware subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any unlawful spills, releases, discharges Hazardous Substance that has or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a would reasonably be expected to result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its SubsidiariesSubsidiaries has received any written notice, and there are no ordersdemand, rulings letter, claim or directives pending or, to the knowledge of the Company, threatened against request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its SubsidiariesLaw; and (ivv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by neither the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or nor any of its Subsidiaries is in progresssubject to, pending or threatenedhas assumed or retained, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or any outstanding obligations under any property now orders, decrees or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of timeinjunctions, or the giving of notice outstanding obligations or bothclaims under any indemnities or other contractual agreements, would give rise theretoconcerning liability or obligations relating to any Environmental Law.
Appears in 8 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Fox Corp), Agreement and Plan of Merger (Walt Disney Co/)
Environmental Matters. Except as otherwise disclosed in the Registration Statement, the Time (a) (i) Each of Sale Disclosure Package and Prospectus, neither the Company nor any of and its Subsidiaries subsidiaries is and has been in material violation ofcompliance with, in connection with the ownership, use, maintenance or operation of its properties and assets, is not subject to any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, healthpending, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company costs or liability under, any and all federal, state, local and non-U.S. statutes, laws, rules, regulations, ordinances, codes, other requirements or rules of its Subsidiaries under law (including common law) and judicial or pursuant to any Environmental Laws requiring any workadministrative decisions or orders, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to pollution, the ownershipgeneration, use, maintenance handling, transportation, treatment, storage, discharge, disposal or operation release of hazardous substances, the protection or restoration of the properties environment, human health and assets safety, noise or the protection of the Company natural resources, including wildlife, migratory birds, eagles or any of its Subsidiaries is in progressendangered or threatened species or habitats (collectively, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, “Environmental Laws”) and to the knowledge of the Company, there are no grounds facts or conditions which existcircumstances that would reasonably be expected to result in such non-compliance, on cost or under liability, (ii) neither the Company nor any of its subsidiaries owns, occupies, operates, leases or uses any real property now contaminated with Hazardous Substances, (iii) neither the Company nor any of its subsidiaries is conducting or previously ownedfunding any investigation, operated remediation, remedial action or leased by monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (v) neither the Company nor any of its subsidiaries, nor to the knowledge of the Company, any principal supplier, manufacturer or contractor of the Company or any of its Subsidiariessubsidiaries, on which is subject to any claim, action, suit, order, demand or notice by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, (vi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, and (vii) to the knowledge of the Company, there are no requirements proposed for adoption or implementation under any Environmental Law, except in each case covered by clauses (i) – (vii) such legal proceeding might as would not individually or in the aggregate reasonably be commenced with any reasonable likelihood of success or with the passage of timeexpected to result in a Material Adverse Effect; (b) there are no proceedings that are pending, or known to be contemplated, against the giving Company or any of notice its subsidiaries pursuant to any Environmental Laws by a governmental authority, other than such proceedings for which it is reasonably believed no monetary sanctions of $100,000 or bothmore will be imposed; and (c) there are no costs or expenditures (including capital expenditures) under or pursuant to Environmental Laws that would reasonably be expected to have a material effect on the capital expenditures, would give rise theretoearnings or competitive position of the Company and its subsidiaries. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any other chemical, material or substance defined as toxic or hazardous or as a pollutant, contaminant or waste or words of similar import, or regulated or that can form the basis for liability, under Environmental Laws.
Appears in 6 contracts
Samples: Underwriting Agreement (Gamida Cell Ltd.), Underwriting Agreement (Gamida Cell Ltd.), Underwriting Agreement (Gamida Cell Ltd.)
Environmental Matters. Except as otherwise disclosed in the Registration Statementset forth on Schedule 4.14, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (ia) the Company operations, property and facilities of each of its Subsidiaries has occupied its properties Group Member are and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes have been in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii)Laws, including obtaining, maintaining and complying with all Permits required by any alleged violations by applicable Environmental Law, other than non-compliances that, in the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiariesaggregate, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect, (b) no Group Member is party to, and no Group Member and no property or facility currently (or to the knowledge of any Group Member previously) owned, leased, operated, controlled or otherwise occupied by or for any Group Member is subject to or the Companysubject of, there are any Contractual Obligation or any pending (or, to the knowledge of any Group Member, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar written notice under or pursuant to any Environmental Law other than those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) no grounds Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any asset currently owned by any Group Member and, to the knowledge of any Group Member, no facts, circumstances or conditions which existexist that would reasonably be expected to result in any such Lien attaching to any such assets, on (d) no Group Member has caused or suffered to occur a Release or threat of Release of Hazardous Materials at, on, under or from any property now or previously facility currently owned, leased, operated or leased controlled by any Group Member and each such property and facility is free of contamination by any Hazardous Materials except for such Release or contamination that could not reasonably be expected to have, in the Company aggregate, a Material Adverse Effect, (e) each Group Member has made available to the Administrative Agent copies of all existing material environmental reports, reviews and audits and all material documents pertaining to actual or potential material Environmental Liabilities, in each case to the extent such reports, reviews, audits and documents are in its possession, custody or control, and (f) no Group Member has caused the Release of any of its SubsidiariesHazardous Materials or is otherwise liable for any Remedial Action at any property owned or operated by any third-party, on which any except for such legal proceeding might Release or Remedial Action that could not reasonably be commenced with any reasonable likelihood of success or with expected to have, in the passage of timeaggregate, or the giving of notice or both, would give rise theretoa Material Adverse Effect.
Appears in 6 contracts
Samples: Guaranty and Security Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP)
Environmental Matters. Except as otherwise disclosed has not had, or would not reasonably be expected to have, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the a Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and ProspectusMaterial Adverse Effect: (i) none of the Company and each of its the Company Subsidiaries has occupied its properties received any written communication from a Governmental Entity or other Person that alleges that the Company or any Company Subsidiary is in violation in any material respect with any Environmental Law, the substance of which has not been resolved, (ii) the Company and has receivedthe Company Subsidiaries hold, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with with, all applicable Environmental Laws material Permits required for the Company and the Company Subsidiaries to conduct their respective businesses; businesses under Environmental Laws as conducted as of the date hereof, and are, and since December 30, 2016 have been, in compliance in all material respects with all Environmental Laws, (iiiii) neither the Company nor any Company Subsidiary is party to any Proceeding (excluding an investigation), and to the Knowledge of its Subsidiaries the Company, no Proceeding is aware threatened and no investigation is pending, and neither the Company nor any Company Subsidiary has entered into or agreed to any Judgment or is subject to any outstanding Judgment, in each case relating to compliance with or liability under any Environmental Law or to investigation, remediation or cleanup of or exposure to any unlawful spillsHazardous Material, releasesand with regard to any Judgment, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against for which the Company or any of its SubsidiariesCompany Subsidiary has material outstanding obligations, and (iv) there are have been no ordersReleases of Hazardous Materials on, rulings at, under or directives pending orfrom any of the Company Properties or any other property or facility formerly owned, to the knowledge of leased or operated by the Company, threatened against any Company Subsidiary or any of their respective predecessors that would reasonably be expected to result in material liability for the Company or any of its Subsidiaries under or pursuant Company Subsidiary. Notwithstanding anything to any Environmental Laws requiring any workthe contrary contained herein, repairs, construction or capital expenditures with respect to any properties or assets none of the Company representations or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to warranties contained elsewhere in this Section 3(xxiii)Article III shall relate to Environmental Laws, including any alleged violations by the Company releases of Hazardous Materials or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatenedother environmental matters, which could reasonably be expected to have a Material Adverse Effect, and to are instead the knowledge subject of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretothis Section 3.18 exclusively.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Anixter International Inc)
Environmental Matters. Except as otherwise disclosed has not had and would not reasonably be expected to have, individually or in the Registration Statementaggregate, a Partnership Material Adverse Effect: (a) each of the Time of Sale Disclosure Package Partnership and Prospectus, neither the Company nor any of its Subsidiaries is and has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining and complying with all Partnership Permits required to be obtained pursuant to applicable Environmental Laws to conduct their respective businesses(“Partnership Environmental Permits”); (iib) neither the Company nor any of its Subsidiaries is aware all Partnership Environmental Permits are in full force and effect and, where applicable, applications for renewal or amendment thereof have been timely filed; (c) no suspension or cancellation of any unlawful spills, releases, discharges Partnership Environmental Permit is pending or disposal threatened in writing; (d) there has been no release of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against Hazardous Substance by the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company Partnership or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect other Person in any manner that would reasonably be expected to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating give rise to the ownership, use, maintenance or operation of the properties and assets of the Company Partnership or any of its Subsidiaries is in progressincurring any liability, pending remedial obligation, or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, corrective action requirement under applicable Environmental Laws; (e) there are no grounds Proceedings pending or conditions which exist, on threatened in writing against the Partnership or under any of its Subsidiaries or involving any real property now currently or previously formerly owned, operated or leased by or for the Company Partnership or any of its Subsidiaries alleging noncompliance with, or liability under, any applicable Environmental Law; and (f) no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, from any properties while owned or operated by the Partnership or any of its Subsidiaries or as a result of any operations or activities of the Partnership or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Oneok Inc /New/), Agreement and Plan of Merger (Oneok Inc /New/), Agreement and Plan of Merger (Targa Resources Corp.)
Environmental Matters. Except as otherwise disclosed for those matters that have not had and would not reasonably be expected to have, individually or in the Registration Statementaggregate, a Company Material Adverse Effect, (i) each of the Time of Sale Disclosure Package Company and Prospectusits Subsidiaries is, and, since January 1, 2013, has been, in compliance with all applicable Environmental Laws, and neither the Company nor any of its Subsidiaries has been received any written notice from any Governmental Entity alleging that the Company or any of its Subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability under, any applicable federalEnvironmental Law, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force (ii) each of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties possesses and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes is in compliance with all Company Permits required under applicable Environmental Laws to conduct their respective businesses; (ii) neither the its business as presently conducted, and all such Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or Permits are presently occurring on or from its properties as a result of any construction on or operation valid and use of its propertiesin good standing, (iii) there are no ordersclaims, rulings suits, actions or directives issued against the Company or proceedings pursuant to any of its Subsidiaries, and there are no orders, rulings or directives Environmental Laws pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any workSubsidiaries, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) there have been no notice with respect to releases or threatened releases of Hazardous Materials at or on any of the matters referred to in this Section 3(xxiii)location, including at or on any alleged violations by the Company property currently or any of the Subsidiaries with respect thereto has been received formerly owned, leased or operated by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation in each of the properties and assets of the Company or any of its Subsidiaries is above cases, in progress, pending or threatened, which could a manner that would reasonably be expected to have a Material Adverse Effectresult in any obligation to conduct any investigation, and to the knowledge of the Company, there are no grounds remediation or conditions which exist, on other corrective or under any property now or previously owned, operated or leased response action by the Company or any of its Subsidiaries, on which (v) neither the Company nor any of its Subsidiaries is subject to any consent decrees, orders, settlements or compliance agreements that impose any current or future obligations under Environmental Laws, (vi) there have been no ruptures or explosions in the Systems of the Company or its Subsidiaries resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such legal proceeding might ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Systems of the Company or any of its Subsidiaries that could reasonably be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoexpected to result in a pipeline integrity failure.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Williams Companies Inc), Limited Liability Company Agreement (Energy Transfer Equity, L.P.)
Environmental Matters. (a) Except as otherwise disclosed in the Registration Statement, Company SEC Reports filed prior to the Time date of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing this Agreement and except as otherwise described for such matters which, individually or in the Registration Statement aggregate, have not had, and Prospectusare not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has occupied its properties complied with, and has receivedis not in violation of, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all any applicable Environmental Laws to conduct their respective businesses(as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is aware of subject to any unlawful spillsorders, releasesdecrees, discharges injunctions or disposal of other arrangements with any pollutants, contaminants, hazardous Governmental Entity or toxic materials, controlled is subject to any indemnity or dangerous substances other agreement with any third party relating to liability under any Environmental Law or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation relating to Hazardous Substances; and use of its properties, (iiiviii) there are no orders, rulings circumstances or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against conditions involving the Company or any of its Subsidiaries under that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to restrictions on the ownership, use, maintenance use or operation transfer of the properties and assets any property of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected pursuant to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cmgi Inc), Agreement and Plan of Merger and Reorganization (Cmgi Inc), Agreement and Plan of Merger (Prodigy Communications Corp)
Environmental Matters. Except as otherwise disclosed would not reasonably be expected, individually or in the Registration Statementaggregate, to have a Material Adverse Effect on the Time of Sale Disclosure Package and ProspectusCompany, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) no Hazardous Substances (as defined below) are present at, on or under any real property currently or, to the Company's knowledge, formerly owned, leased or operated by the Company and each of its Subsidiaries has occupied its properties and has receivedor any Subsidiary to an extent or in a manner or condition now requiring investigation, handledresponse, usedcorrective action or other action, storedor, treatedto the Company's knowledge, shipped and disposed of all pollutantsthat could result in liability of, contaminantsor costs to, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its the Subsidiaries, and under any Environmental Law (as defined below), (ii) there are is currently no orderscivil, rulings criminal or directives administrative action, suit, demand, hearing, proceeding notice of violation, investigation, notice or demand letter, or request for information pending or, or to the knowledge of the Company, threatened threatened, under any Environmental Law against the Company or any of its the Subsidiaries, (iii) the Company and the Subsidiaries have not received any claims or notices alleging liability under or pursuant to any Environmental Laws requiring any workLaw, repairs, construction or capital expenditures with respect to any properties or assets of and the Company has no knowledge of any circumstances that would reasonably be expected to result in such claims or any of its Subsidiaries; and notices, (iv) no notice with respect to any the Company and each of the matters referred Subsidiaries are currently in compliance, and within the period of applicable statutes of limitation have complied, with all, and, to in this Section 3(xxiii)the Company's knowledge, including have no liability under any, applicable Environmental Laws, (v) the Company has not been notified about any alleged violations property or facility currently or, to the Company's knowledge as of the date hereof, formerly owned, leased or operated by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiariestheir respective predecessors-in-interest, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets at which Hazardous Substances of the Company or any of its the Subsidiaries have been stored, treated or disposed of is in progress, pending listed or threatened, which could reasonably be expected to have a Material Adverse Effect, and to proposed for listing on the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.National Priorities List or
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jevic Transportation Inc), Agreement and Plan of Merger (Jevic Transportation Inc), Agreement and Plan of Merger (Yellow Corp)
Environmental Matters. Except as otherwise disclosed has not had and would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither to have a Material Adverse Effect on the Company nor any and its Subsidiaries, and to the Knowledge of Company, (i) Company and its Subsidiaries has been in material violation ofhave complied with all applicable Laws relating to: (a) the protection or restoration of the environment, in connection with health, safety or natural resources; (b) the ownershiphandling, use, maintenance presence, disposal, release or operation of its properties and assetsthreatened release of, or exposure to, any applicable federalhazardous substance; and (c) noise, stateodor, municipalwetlands, local indoor air, pollution, contamination or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates any injury or approvals having force threat of law, domestic injury to persons or foreign, relating to environmental, health, or safety matters or property involving any hazardous or toxic substances or wastes, pollutants or contaminants substance (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither there are no proceedings, claims, actions, or investigations of any kind, pending or threatened in writing, by any Person, court, agency, or other Governmental Entity or any arbitral body, against the Company nor any of or its Subsidiaries relating to any Environmental Law and there is aware of no reasonable basis for any unlawful spillssuch proceeding, releasesclaim, discharges action or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, investigation; (iii) there are no agreements, orders, rulings judgments, indemnities or directives issued against the decrees by or with Company or any of its Subsidiaries, and there are no ordersany Person, rulings court, regulatory agency or directives pending orother Governmental Entity, to the knowledge of the Company, threatened against the Company that could impose any liabilities or any of its Subsidiaries obligations under or pursuant to in respect of any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its SubsidiariesLaw; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiariesthere are, and have been, no writ, injunction, order hazardous substances or judgment is outstanding, and no legal proceeding other environmental conditions at any property under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, circumstances which could reasonably be expected to have a Material Adverse Effect, result in liability to or claims against Company or its Subsidiaries relating to any Environmental Law; and to the knowledge of the Company, (v) there are no grounds reasonably anticipated future events, conditions, circumstances, practices, plans, or conditions which exist, on legal requirements that could give rise to obligations or liabilities to Company and its Subsidiaries under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Farmers National Banc Corp /Oh/), Agreement and Plan of Merger (Farmers National Banc Corp /Oh/), Agreement and Plan of Merger (Huntington Bancshares Inc/Md)
Environmental Matters. Except as otherwise disclosed for such matters that would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the reasonably be likely to have a Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and ProspectusMaterial Adverse Effect: (i) each of the Company and each of its Subsidiaries has occupied its properties and has receivedsince January 1, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes 2012 been in compliance with all applicable Environmental Laws to conduct their respective businessesLaws; (ii) the environmental conditions at the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any formerly owned, leased or operated properties, are not contaminated with any Hazardous Substances that has or would reasonably be likely to result in the Company or any Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is aware subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of any unlawful spills, releases, discharges Hazardous Substance that has or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a would reasonably be likely to result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its SubsidiariesSubsidiaries has received any written notice, and there are no ordersdemand, rulings letter, claim or directives pending or, to the knowledge of the Company, threatened against request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; (v) neither the Company nor any of its Subsidiaries is subject to any outstanding obligations under any orders, decrees or pursuant injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its SubsidiariesLaw; and (ivvi) no notice with respect to any the Knowledge of the matters referred to in this Section 3(xxiii)Company, including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and there are no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of other environmental conditions involving the Company or any of its Subsidiaries is in progress, pending or threatened, which could that would reasonably be expected likely to have result in a Material Adverse Effect, and liability to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which Subsidiary pursuant to any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (At&t Inc.)
Environmental Matters. Except as otherwise disclosed for such matters that, individually or in the Registration Statementaggregate, are not reasonably likely to have a Company Material Adverse Effect: (i) the Time Company and its Subsidiaries comply, and within all applicable statute of Sale Disclosure Package and Prospectuslimitation periods have complied, with all applicable Environmental Laws; (ii) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on any third party property; (iii) neither the Company nor any of its Subsidiaries are subject to liability for any release of, or any exposure of any person or property to, any Hazardous Substance; (iv) neither the Company nor any of its Subsidiaries has been in material violation ofreceived any notice, in connection with the ownershipdemand, useletter, maintenance claim or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) request for information alleging that the Company and each or any of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed may be in violation of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable liable under any Environmental Laws to conduct their respective businessesLaw; (iiv) neither the Company nor any of its Subsidiaries is aware of subject to any unlawful spillsorders, releasesdecrees or injunctions issued by, discharges or disposal of other arrangements with, any pollutants, contaminants, hazardous Governmental Entity or toxic materials, controlled is subject to any indemnity or dangerous substances other agreement with any third party relating to liability under any Environmental Law or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, relating to Hazardous Substances; (iiivi) there are no orderscircumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to cause the Company or any of its Subsidiaries to become subject to any claims, rulings liability, investigations or directives issued against costs, or to restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its SubsidiariesLaw; and (ivvii) no notice with respect to any the Company and its Subsidiaries have all of the matters referred to in this Section 3(xxiii), including any alleged violations by Environmental Permits necessary for the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, conduct and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effectbusiness as now being conducted, and to the knowledge of the Company, there all such permits are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoin good standing.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Grant Prideco Inc), Agreement and Plan of Merger (National Oilwell Varco Inc), Agreement and Plan of Merger (Varco International Inc /De/)
Environmental Matters. Except as otherwise disclosed in the Registration StatementCompany Reports filed prior to the date hereof and except for such matters as are not, individually or in the Time aggregate, reasonably likely to have a Company Material Adverse Effect: (i) the Company and its Subsidiaries have complied with all applicable Environmental Laws; (ii) the properties currently owned or operated by the Company (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances; (iii) the properties formerly owned or operated by the Company or any of Sale Disclosure Package and Prospectus, its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries is subject to liability for any Hazardous Substance disposal or contamination on any third party property; (v) neither the Company nor any of its Subsidiaries has been in material violation of, in connection associated with the ownership, use, maintenance any release or operation threat of its properties and assets, release of any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants Hazardous Substance; (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (ivi) neither the Company and each nor any of its Subsidiaries has occupied received any notice, demand, letter, claim or request for information alleging that the Company or any of its properties and has received, handled, used, stored, treated, shipped and disposed Subsidiaries may be in violation of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable liable under any Environmental Laws to conduct their respective businessesLaw; (iivii) neither the Company nor any of its Subsidiaries is aware of subject to any unlawful spillsorders, releasesdecrees, discharges injunctions or disposal of other arrangements with any pollutants, contaminants, hazardous Governmental Entity or toxic materials, controlled is subject to any indemnity or dangerous substances other agreement with any third party relating to liability under any Environmental Law or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation relating to Hazardous Substances; and use of its properties, (iiiviii) there are no orders, rulings circumstances or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against conditions involving the Company or any of its Subsidiaries under that could reasonably be expected to result in any claims, liability, investigations, costs or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to restrictions on the ownership, use, maintenance or operation transfer of the properties and assets any property of the Company or pursuant to any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (American Bankers Insurance Group Inc), Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (American Bankers Insurance Group Inc)
Environmental Matters. Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectusreasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of have complied at all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance times with all applicable Environmental Laws to conduct their respective businessesLaws; (ii) no property currently owned or operated by the Company or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) is contaminated with any Hazardous Substance; (iii) no property formerly owned or operated by the Company or any of its Subsidiaries was contaminated with any Hazardous Substance during or prior to such period of ownership or operation; (iv) neither the Company nor any of its Subsidiaries is aware subject to liability for any Hazardous Substance disposal or contamination on property of any unlawful spills, releases, discharges third party; (v) there has been no release or disposal threat of release of any pollutantsHazardous Substance at, contaminantson, hazardous under or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on migrating to or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties currently owned or assets of operated by the Company or any of its Subsidiaries; and (ivvi) no notice with respect to neither the Company nor any of the matters referred to in this Section 3(xxiii)its Subsidiaries has received any notice, including demand, letter, claim or request for information from any alleged violations by Governmental Entity or other third party indicating that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any order, decree, injunction or other arrangement with respect thereto has been received any Governmental Entity or any indemnity or other agreement with any third party relating to liability under any Environmental Law or otherwise relating to any Hazardous Substances; and (viii) there are no past or present conditions, events, circumstances, facts, activities, practices, incidents, actions, omissions or plans: (A) that may interfere with or prevent continued compliance by the Company or any of its SubsidiariesSubsidiaries with Environmental Laws, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant (B) that may give rise to any Environmental Laws liability or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or other obligation under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (At&t Wireless Services Inc), Agreement and Plan of Merger (Cingular Wireless LLC)
Environmental Matters. Except as otherwise disclosed set forth in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing Schedule 3.11 and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect, (a) the Company and each Subsidiary possess all Environmental Permits currently required under applicable Environmental Laws to conduct their respective businesses and are, and within applicable statutes of limitation, have been, in compliance with the terms and conditions of such Environmental Permits, nor has the Company or any Subsidiary received written notice that any Environmental Permits possessed by any of them will be revoked, suspended or will not be renewed; (b) the Company and each Subsidiary is currently, and within applicable statutes of limitation, have been, in compliance with all applicable Environmental Laws; (c)(i) the Company has not received notice of any civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, notice or demand letter or request for information pending or threatened under any Environmental Law against the Company or any Subsidiary, and (ii) the Company has not received notice of actual or potential liability under any Environmental Law that has not been resolved, including, but not limited to, any liability that the Company or any Subsidiary may have retained or assumed either contractually or by operation of law; (d) as of the date hereof, no property or facility currently, or to the knowledge best of the Company’s knowledge, there are no grounds or conditions which exist, on or under any property now or previously formerly owned, operated or leased by the Company or any present or former Subsidiary, or by any respective predecessor in interest, is listed or proposed for listing on the National Priorities List or CERCLIS, both promulgated under the CERCLA, or on any comparable foreign or state list established under any Environmental Law; (e)(i) there has been no disposal, spill, discharge or release of its Subsidiariesany Hazardous Material generated, used, owned, stored or controlled by the Company, any Subsidiary or respective predecessors in interest, on, at or under any property presently or formerly owned, leased or operated by the Company, any Subsidiary or any predecessor in interest; and (ii) there are no Hazardous Materials located in, at, on which or under such facility or property, or at any other location, in either case, that could reasonably be expected to require investigation, removal, remedial or corrective action by the Company or that would reasonably likely result in liabilities of, or losses, damages or costs to the Company under any Environmental Law; (f)(i) there has not been any underground or aboveground storage tank or other underground storage receptacle or related piping, or any impoundment or other disposal area in each case containing Hazardous Materials located on any facility or property owned, leased or operated by the Company, any Subsidiary or respective predecessors in interest except in compliance with Environmental Laws during the period of such ownership, lease or operation, and (ii) no asbestos or polychlorinated biphenyls have been used or disposed of, or have been located at, on or under any such legal proceeding might be commenced facility or property during the period of such ownership, lease or operation, except in compliance with Environmental Laws; and (g) no lien has been recorded against any reasonable likelihood of success properties, assets or with facilities currently owned, leased or operated by the passage of time, Company or the giving of notice or both, would give rise theretoany Subsidiary under any Environmental Law.
Appears in 4 contracts
Samples: Credit Agreement (Fiserv Inc), Credit Agreement (Fiserv Inc), Credit Agreement (Fiserv Inc)
Environmental Matters. Except as otherwise disclosed would not reasonably be expected, individually or in the Registration Statementaggregate, the Time to result in a material liability of Sale Disclosure Package and Prospectus, neither the Company nor any of and its Subsidiaries has been in material violation ofSubsidiaries, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except taken as otherwise described in the Registration Statement and Prospectusa whole: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of have complied in all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance material respects with all applicable Environmental Laws to conduct their respective businessesLaws; (ii) neither the Company nor any none of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending Subsidiaries or, to the knowledge of the Company, threatened against any third party has caused any properties currently owned, leased or operated by the Company or its Subsidiaries to be contaminated with any Hazardous Substances; (iii) the properties formerly owned, leased or operated by the Company or its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership, leasing or operation by the Company or its Subsidiaries; (iv) as of the date hereof, none of the Company or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); (v) as of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary may be in material violation of its Subsidiaries or have material liability under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets Law; and (vi) none of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progresssubject to any orders, pending decrees, injunctions or threatened, which could reasonably be expected other arrangements with any Governmental Entity or subject to have any contractual indemnity or other agreement with any third party relating to a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or material liability under any property now or previously ownedEnvironmental Law, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoincluding in relation to Hazardous Substances.
Appears in 4 contracts
Samples: Business Combination Agreement (Numberbubble, S.A.), Business Combination Agreement (Schwarz Jeffrey E), Business Combination Agreement (Fusion Fuel Green LTD)
Environmental Matters. Except for matters set forth in Section 3.01(o) of the Aztar Disclosure Letter and such matters as otherwise disclosed individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package have not had and Prospectus, neither the Company nor any of its Subsidiaries has been would not reasonably be expected to result in a material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectusadverse effect on Aztar: (i) the Company Aztar and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of subsidiaries have complied at all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance times with all applicable Environmental Laws to conduct their respective businesses(as defined below); (ii) no property currently owned, leased or operated by Aztar or any of its subsidiaries (including soils, groundwater, surface water, buildings or other structures) is contaminated with any Hazardous Substance (as defined below) in a manner that is or would be required to be Remediated or Removed (as such terms are defined below), that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (iii) Aztar and its subsidiaries have no information that any property formerly owned, leased or operated by Aztar or any of its subsidiaries was contaminated with any Hazardous Substance in a manner requiring Remediation or Removal under applicable Environmental Law, during or prior to such period of ownership, leasehold, or operation; (iv) neither the Company Aztar nor any of its Subsidiaries subsidiaries nor any prior owner or operator has incurred in the past or is aware of now subject to any unlawful spills, releases, discharges or disposal of Environmental Liabilities (as defined below); (v) neither Aztar nor any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiessubsidiaries has received any notice, (iii) there are no ordersdemand, rulings letter, claim or directives issued against the Company request for information alleging that Aztar or any of its Subsidiariessubsidiaries may be in violation of or subject to liability under any Environmental Law; (vi) neither Aztar nor any of its subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Authority, or any indemnity or other agreement with any third party, concerning liability or obligations relating to any Environmental Law or otherwise relating to any Hazardous Substance or any environmental, health or safety matter; and there are no orders, rulings or directives pending or, (vii) to the knowledge of the CompanyAztar, threatened against the Company there are no other circumstances or conditions involving Aztar or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could subsidiaries that would reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under result in any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Liability.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pinnacle Entertainment Inc), Agreement and Plan of Merger (Pinnacle Entertainment Inc), Agreement and Plan of Merger (Aztar Corp)
Environmental Matters. (i) Except as otherwise disclosed for those matters that individually or in the Registration Statementaggregate would not reasonably be expected to have a Material Adverse Effect: (A) each of the Company and its Subsidiaries is, and has been, in compliance with all applicable Environmental Laws and has obtained and complied with all material Permits required under any Environmental Laws to own, lease or operate its properties or other assets and to carry on its business and operations as presently conducted; (B) there have been no Releases or threatened Releases of Hazardous Materials in, on, from, under or affecting any properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries that reasonably would be expected to form the basis of any claim against, or liability or other loss incurred by, the Time Company or any of Sale Disclosure Package its Subsidiaries or against or by any person whose liabilities for such claims the Company or any Subsidiary has, or may have, retained or assumed, either contractually or by operation of law; (C) no investigation, suit, claim, action, allegation or proceeding is pending, or to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries relating to or arising under Environmental Laws, and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation ofreceived any written notice of any such investigation, in connection with the ownershipsuit, useclaim, maintenance action, allegation or operation of its properties proceeding; and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (iiD) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges has retained or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations assumed by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance Contract or operation of the properties and assets of the Company law or otherwise, any of its Subsidiaries is in progress, pending obligation or threatened, which could liability that would reasonably be expected to have a Material Adverse Effectform the basis of any claim, and to the knowledge of the Company, there are no grounds liability or conditions which exist, on or other loss arising under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (International Speedway Corp), Agreement and Plan of Merger (Speedway Motorsports Inc), Agreement and Plan of Merger (International Speedway Corp)
Environmental Matters. Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Time Company and its Subsidiaries are, and at all times since December 31, 2012 have been, in compliance with all applicable Environmental Laws, (ii) none of Sale Disclosure Package and Prospectusthe properties owned or, to the Company’s Knowledge, leased or operated by the Company or any of its Subsidiaries contains any Hazardous Materials as a result of any activity of the Company or any of its Subsidiaries in amounts exceeding the levels allowed or otherwise permitted by applicable Environmental Laws, (iii) since December 31, 2012, neither the Company nor any of its Subsidiaries has been in material violation ofreceived any notices, in connection with the ownership, use, maintenance demand letters or operation of its properties and assets, requests for information from any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes Governmental Entity indicating that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under may be in violation of, or pursuant to liable under, any Environmental Laws requiring any work, repairs, construction Law in connection with the ownership or capital expenditures with respect to any properties or assets operation of the Company its businesses or any of its Subsidiaries; and their respective properties or assets, (iv) there have been no notice with respect Releases of any Hazardous Material at, onto, or from any properties presently or formerly owned or, to any of the matters referred to in this Section 3(xxiii)Company’s Knowledge, including any alleged violations by the Company leased or any of the Subsidiaries with respect thereto has been received operated by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to Subsidiaries as a result of any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets activity of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to during the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously time such properties were owned, leased or operated or leased by the Company or any of its SubsidiariesSubsidiaries and (v) neither the Company, on which its Subsidiaries nor any such legal proceeding might be commenced with of their respective properties are subject to any reasonable likelihood liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment, notice of success violation or with the passage written claim asserted or arising under any Environmental Law. It is agreed and understood that no representation or warranty is made in respect of time, or the giving environmental matters in any Section of notice or both, would give rise theretothis Agreement other than this Section 5.11.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Campbell Thomas J), Agreement and Plan of Merger (Michael Baker Corp), Agreement and Plan of Merger (Michael Baker Corp)
Environmental Matters. Except as otherwise disclosed (a) HCBF and its Subsidiaries have been and are in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all permits required under Environmental Laws for the Registration Statementoperation of their respective businesses, (b) there is no action or investigation by or before any Governmental Authority relating to or arising under any Environmental Laws that is pending or, to the Time Knowledge of Sale Disclosure Package and ProspectusHCBF, threatened against HCBF or any of its Subsidiaries or any real property or facility presently owned, operated or leased by HCBF or any of its Subsidiaries or any predecessor (including in a fiduciary or agency capacity), (c) neither the Company HCBF nor any of its Subsidiaries has been in material violation ofreceived any notice of or is subject to any liability, in connection with the ownershiporder, usesettlement, maintenance judgment, injunction or operation of its properties and assetsdecree involving uncompleted, any applicable federal, state, municipal, local outstanding or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, unresolved requirements relating to environmentalor arising under Environmental Laws, health(d) there have been no releases of Hazardous Substances at, on, under, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to affecting any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company real properties or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously facilities presently owned, operated or leased by the Company HCBF or any of its Subsidiaries or any predecessor (including in a fiduciary or agency capacity) in amount or condition that has resulted in or would reasonably be expected to result in liability to HCBF or any of its Subsidiaries relating to or arising under any Environmental Laws, and (e) there are no underground storage tanks on, in or under any property currently owned, operated or leased by HCBF or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CenterState Banks, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.), Agreement and Plan of Merger (HCBF Holding Company, Inc.)
Environmental Matters. Except for those matters that would not reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries is in compliance with all applicable Environmental Laws; (ii) each of the Company and its Subsidiaries has obtained or timely applied for all Environmental Permits necessary for their operations as otherwise disclosed currently conducted and are in compliance with any Environmental Permits; (iii) to the Registration StatementKnowledge of the Company, there have been no Releases or threatened Releases of any Hazardous Substance at, on, under or from any real property currently or formerly owned, leased or operated by the Time Company or its Subsidiaries, except for any such Release or threatened Release that is not reasonably likely to require any investigation and/or remediation under any Environmental Law; (iv) there is no Environmental Claim pending, and, to the Knowledge of Sale Disclosure Package and Prospectusthe Company, there is no Environmental Claim threatened, or Environmental Circumstance pending or threatened, against the Company or any of its Subsidiaries or, to the Knowledge of the Company, against (x) any real property currently or formerly owned, leased or operated by the Company or its Subsidiaries or (y) any person or entity whose liability for such Environmental Claim or Environmental Circumstance has been retained or assumed either contractually or by operation of law by the Company or any of its Subsidiaries; (v) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has been in material violation ofreceived any written notice, in connection with the ownershipdemand, useletter, maintenance claim or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) request for information alleging that the Company and each or any of its Subsidiaries has occupied its properties may be in violation of or liable under any Environmental Law; and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (iivi) neither the Company nor any of its Subsidiaries is aware of subject to any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings decrees or directives injunctions issued against the Company by any Governmental Entity or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant is subject to any Environmental Laws requiring indemnity or other agreement with any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding third party imposing liability under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoLaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Black Hills Corp /Sd/), Agreement and Plan of Merger (Great Plains Energy Inc), Agreement and Plan of Merger
Environmental Matters. Except as otherwise disclosed in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, neither the The Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company has obtained all applicable and each of its Subsidiaries has occupied its properties material permits, licenses and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes other authorizations that are required under Environmental Laws; (ii) is in compliance with all applicable Environmental Laws to conduct their respective businessesmaterial terms and conditions of such required permits, licenses and authorizations, and also is in compliance with all other material limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such laws or contained in any regulation, code, plan, order, decree, judgment, notice or demand letter issued, entered, promulgated or approved thereunder; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no ordersis not aware of and has not received notice of any event, rulings condition, circumstance, activity, practice, incident, action or directives issued against plan that is reasonably likely to interfere with or prevent continued compliance or that would give rise to any common law or statutory liability, or otherwise form the basis of any Environmental Claim with respect to the Company or any person or entity whose liability for any Environmental Claim the Company has retained or assumed either contractually or by operation of law; (iv) has not disposed of, released, discharged or emitted any Hazardous Materials into the soil or groundwater at any properties owned or leased at any time by the Company, or at any other property, or exposed any employee or other individual to any Hazardous Materials or condition in such a manner as would result in any material liability or result in any corrective or remedial action obligation; and (v) has taken all actions necessary under Environmental Laws to register any products or materials required to be registered by the Company (or any of its Subsidiariesagents) thereunder. No Hazardous Materials are present in, and there are no orderson, rulings or directives pending under (or, to the knowledge of the Company, threatened against in the vicinity of) any properties owned, leased or used at any time (including both land and improvements thereon) by the Company or any of its Subsidiaries under or pursuant so as to give rise to any Environmental Laws requiring any work, repairs, construction material liability or capital expenditures with respect to any properties corrective or assets remedial obligation of the Company or under any Environmental Laws. For the purposes of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii)2.17, "Environmental Claim" means any notice, claim, act, cause of action or investigation by any person alleging potential liability (including potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (i) the presence, or release into the environment, of any Hazardous Materials or (ii) any violation, or alleged violations by the Company or any violation, of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws Laws. "Environmental Laws" means all Federal, state, local and foreign laws and regulations relating to pollution or the environment (including ambient air, surface water, ground water, land surface or subsurface strata) or the protection of human health and worker safety, including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the ownershipmanufacture, processing, distribution, use, maintenance treatment, storage, disposal, transport or operation handling of the properties Hazardous Materials. "Hazardous Materials" means chemicals, pollutants, contaminants, wastes, toxic substances, radioactive and assets of the Company biological materials, asbestos- containing materials (ACM), hazardous substances, petroleum and petroleum products or any of its Subsidiaries is fraction thereof, excluding, however, Hazardous Materials contained in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, products typically used for office and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced janitorial purposes properly and safely maintained in accordance with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.
Appears in 3 contracts
Samples: Agreement and Plan (Lsi Logic Corp), Agreement and Plan (Seeq Technology Inc), Agreement and Plan (Lsi Logic Corp)
Environmental Matters. (a) Except as otherwise disclosed in the Registration StatementCompany SEC Reports filed prior to the date hereof and except for such matters that, individually or in the Time aggregate, are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and its Subsidiaries have complied with all applicable Environmental Laws (as defined in Section 3.13(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.13(c)); (iii) the properties formerly owned or operated by the Company or any of Sale Disclosure Package and Prospectus, its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance; (vi) neither the Company nor any of its Subsidiaries has been received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in material violation of, in connection with the ownership, use, maintenance liable under or operation of its properties and assets, have obligations under any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businessesLaw; (iivii) neither the Company nor any of its Subsidiaries is aware of subject to any unlawful spillsorders, releasesdecrees, discharges injunctions or disposal of other arrangements with any pollutants, contaminants, hazardous Governmental Entity or toxic materials, controlled is subject to any indemnity or dangerous substances other agreement with any third party relating to liability under any Environmental Law or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation relating to Hazardous Substances; and use of its properties, (iiiviii) there are no orders, rulings circumstances or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against conditions involving the Company or any of its Subsidiaries under that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to restrictions on the ownership, use, maintenance use or operation transfer of the properties and assets any property of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected pursuant to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Leukosite Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Environmental Matters. Except as otherwise disclosed The Company and each of its subsidiaries is in compliance in all material respects with all applicable Environmental Laws, which compliance includes the Registration Statementpossession by each of the Company its subsidiaries of all Permits required under applicable Environmental Laws, and compliance with the Time of Sale Disclosure Package terms and Prospectus, neither conditions thereof. Neither the Company nor any of its Subsidiaries subsidiaries has been received any notice or other communication (in material violation ofwriting or otherwise), in connection with the ownershipwhether from a Governmental Entity, usecitizens group, maintenance employee or operation otherwise, that alleges that any of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes them is not in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any workLaw, repairsand, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds circumstances that may prevent or conditions which exist, on or under any property now or previously owned, operated or leased interfere with the compliance by the Company or any subsidiary with any Environmental Law in the future. To the knowledge of the Company, (a) all property that is leased to, controlled by or used by the Company or any subsidiary, and all surface water, groundwater and soil associated with or adjacent to such property, is free of any material environmental contamination of any nature, (b) none of the property leased to, controlled by or used by the Company or any subsidiary contains any underground storage tanks, asbestos, equipment using PCBs, underground injection xxxxx, and (c) none of the property leased to, controlled by or used by the Company or any subsidiary contains any septic tanks in which process wastewater or any Materials of Environmental Concern have been disposed. Neither the Company nor any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success subsidiaries has ever sent or with the passage of timetransported, or arranged to send or transport, any Materials of Environmental Concern to a site that, pursuant to any applicable Environmental Law (i) has been placed on the giving "National Priorities List" of notice hazardous waste sites or bothany similar state list, would give rise thereto(ii) is otherwise designated or identified as a potential site for remediation, cleanup, closure or other environmental remedial activity, or (iii) is subject to a law, order, rule or regulation to take "removal" or "remedial" action as detailed in any applicable Environmental Law or to make payment for the cost of cleaning up the site. (For purposes of this Section 3.09: (i) "Environmental Law" means any federal, state, local or foreign law, regulation, rule, ordinance or order, relating to pollution or protection of human health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including any law or regulation relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern; and (ii) "Materials of Environmental Concern" include chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products and any other substance that is now or hereafter regulated by any Environmental Law or that is otherwise a danger to health, reproduction or the environment.)
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc)
Environmental Matters. Except as otherwise disclosed in the Registration Statementon Schedule 4.20, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) each Company and Subsidiary is, and has been, and has operated the Acquired Business in material compliance with, all Environmental Laws, which compliance includes obtaining, maintaining and complying with any and all Permits required to own and operate the facilities and the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes Property in compliance with all applicable Environmental Laws to conduct their respective businessesLaws; (ii) neither none of the Company nor Companies or Subsidiaries have entered into any of its Subsidiaries is aware of judgment, decree or order issued by any unlawful spillsGovernmental Body, releasesor received any written notice or request for information, discharges complaint or disposal of any pollutantsclaim from a Governmental Body or third party, contaminantsalleging the violation of, hazardous non-compliance with, or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, liability under Environmental Laws; (iii) there are is no ordersRelease or threat of a Release of any Hazardous Material in, rulings on, or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company real property currently or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously formerly owned, operated or leased by the Companies or Subsidiaries; (iv) there are no past or present acts, activities, facts, circumstances, events, incidents, omissions or conditions that could result in any Company or Subsidiary incurring liabilities under Environmental Laws; (v) no Lien has been imposed on any facilities currently or formerly owned, operated or leased by any Company or Subsidiary under Environmental Law; (vi) Sellers have made available to Purchaser true, accurate and materially complete copies of its all materials, environmental records, reports, notifications, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments related to the Companies or Subsidiaries, on which or any such legal proceeding might be commenced with property currently or formerly owned, operated or leased by the Companies or Subsidiaries; and (vii) none of the Companies or Subsidiaries have any reasonable likelihood of success or with the passage of timeobligation pursuant to any agreement, or the giving by operation of notice law, for any Losses related to compliance with, or bothliability under, would give rise theretoany Environmental Law.
Appears in 3 contracts
Samples: Purchase Agreement (Regal Beloit Corp), Purchase Agreement (Tecumseh Products Co), Purchase Agreement (Tecumseh Products Co)
Environmental Matters. Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, reasonably be expected to result in a Company Material Adverse Effect, since the Time Applicable Date, (A) the Company and its Subsidiaries have complied at all times with all applicable Environmental Laws; (B) no property (including soils, groundwater, surface water, buildings and surface and subsurface strata or structures) currently or, to the Knowledge of Sale Disclosure Package and Prospectusthe Company, formerly owned, operated or utilized by the Company or any of its Subsidiaries has been contaminated with any Hazardous Substance requiring remediation or other action pursuant to any Environmental Law or any contractual obligation; (C) neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance any liability for any Hazardous Substance disposal or operation of its properties and assets, contamination on any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants third party property; (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (iD) neither the Company and each nor any of its Subsidiaries has occupied received any notice, demand, letter, claim or request for information alleging that Company or any of its properties and has received, handled, used, stored, treated, shipped and disposed Subsidiaries is in violation of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable subject to liability under any Environmental Laws to conduct their respective businessesLaw; (iiE) neither the Company nor any of its Subsidiaries is aware of subject to any unlawful spillsorder, releasesdecree, discharges injunction, settlement or disposal of other agreement with any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company Governmental Entity or any of its Subsidiaries, indemnity or other agreement with any third party assigning or otherwise imposing liability or obligations relating to any Environmental Law and there are no orders, rulings or directives pending or, (F) to the knowledge Knowledge of the Company, threatened against there are no other conditions or occurrences involving the Company or any of its Subsidiaries under that if known by a Governmental Entity or pursuant other third Person would reasonably be expected to result in any Environmental Laws requiring any workclaim, repairsliability, construction investigation, cost or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of restriction on the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected pursuant to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ak Steel Holding Corp), Agreement and Plan of Merger (Cleveland-Cliffs Inc.), Agreement and Plan of Merger (Cleveland-Cliffs Inc.)
Environmental Matters. Except as otherwise disclosed (i) The Company and its subsidiaries (x) are in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection compliance with the ownership, use, maintenance or operation of its properties and assets, any all applicable federal, state, municipal, local or and foreign lawslaws (including common law), rules, regulations, requirements, decisions, ordersjudgments, policiesdecrees, permits, licenses, certificates or approvals having force of law, domestic or foreign, orders and other legally enforceable requirements relating to environmentalpollution or the protection of human health or safety, healththe environment, or safety matters natural resources, or hazardous or toxic substances or substances, wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing ; (y) have received and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all applicable permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation of the Company or any of its subsidiaries under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances, wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that subsidiaries have occurred incurred or are presently occurring on reasonably expected to incur any costs or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries liabilities under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to Environmental Laws, except in the ownershipcase of each of (i) and (ii) above, usefor any such matter as would not, maintenance individually or operation of in the properties and assets of the Company or any of its Subsidiaries is in progressaggregate, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, ; and to the knowledge (iii) except as described in each of the CompanyPricing Disclosure Package and the Prospectus, (x) there are is no grounds proceeding that is pending, or conditions which existthat is known to be contemplated, on or under any property now or previously owned, operated or leased by against the Company or any of its Subsidiariessubsidiaries under any Environmental Laws in which a governmental entity is also a party, on which other than any such legal proceeding might regarding which it is reasonably believed that monetary sanctions of $100,000 or more will not be commenced imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with any reasonable likelihood of success or with the passage of timeEnvironmental Laws, or liabilities or other obligations under Environmental Laws or otherwise concerning hazardous or toxic substances, wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the giving capital expenditures, earnings or competitive position of notice the Company and its subsidiaries, and (z) none of the Company or both, would give rise theretoany of its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.
Appears in 3 contracts
Samples: Underwriting Agreement (Graftech International LTD), Underwriting Agreement (Graftech International LTD), Underwriting Agreement (Graftech International LTD)
Environmental Matters. (a) Except as otherwise disclosed would not, or would not reasonably be expected to, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectushave a Material Adverse Effect: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance comply with all applicable Environmental Laws, and possess and comply with all applicable Environmental Permits required under such Environmental Laws to conduct their respective businessesoperate as they presently operate; (ii) there are no Materials of Environmental Concern at any property owned or operated currently or, to the Company’s Knowledge, in the past five years by the Company or its Subsidiaries, under circumstances that are reasonably likely to result in liability of the Company or its Subsidiaries under any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries has received any written notification alleging that it is aware liable for, or request for information pursuant to section 104(e) of any unlawful spillsthe Comprehensive Environmental Response, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its SubsidiariesCompensation, and there are no ordersLiability Act or similar state statute concerning, rulings any release or directives pending orthreatened release of Materials of Environmental Concern at any location except, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties such notification or assets of request for information concerning any such release or threatened release, to the Company extent such matter has been resolved with the appropriate Governmental Entity or any of its Subsidiariesotherwise; and (iv) no neither the Company nor its Subsidiaries has received any written claim, notice with respect or complaint, or been subject to any of the matters referred Proceeding, relating to in this Section 3(xxiii), including any alleged violations by the Company noncompliance with Environmental Laws or any other liabilities or obligations arising from Materials of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under Environmental Concern or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse EffectLaws, and to the knowledge Knowledge of the Company, there are Company no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoProceeding is threatened.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Jaharis Mary), Agreement and Plan of Merger (Kos Pharmaceuticals Inc)
Environmental Matters. Except as otherwise disclosed in set forth on Section 4.19 of the Registration StatementCompany Disclosure Letter, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants Acquired Companies (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (ia) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all Environmental Laws, (b) hold all Governmental Permits required under applicable Environmental Laws to permit the Acquired Companies to operate their assets in the manner in which they are now operated and maintained and to conduct their respective businesses; the business of the Acquired Companies as currently conducted, (iic) neither have not transported, produced, processed, manufactured, generated, used treated, handled, stored, released, disposed of, or owned or operated any property or facility contaminated by any Hazardous Substances so as to give rise to any liability (contingent or otherwise) pursuant to any applicable Environmental Law and (d) have not exposed any person to Hazardous Substances so as to give rise to any liability (contingent or otherwise) pursuant to any applicable Environmental Law, in each case of clause (a) through (d), except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.19 of the Company nor any Disclosure Letter, as of its Subsidiaries is aware the date of any unlawful spillsthis Agreement, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orderswritten claims or notices of violation pending, rulings issued or directives issued against threatened in writing or to the Knowledge of the Company otherwise issued to or any of its Subsidiariesthreatened, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries alleging violations of or liability under any Environmental Law or seeking to impose any financial responsibility for any investigation, cleanup, removal or remediation pursuant to any Environmental Laws requiring Law, except for any work, repairs, construction such claim or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could that would not reasonably be expected to have a Company Material Adverse Effect, . This Section 4.19 provides the sole and to the knowledge exclusive representations and warranties of the CompanyCompany in respect of environmental matters, there are no grounds or conditions which exist, on or including any and all matters arising under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sculptor Capital Management, Inc.), Agreement and Plan of Merger (Rithm Capital Corp.), Agreement and Plan of Merger (Sculptor Capital Management, Inc.)
Environmental Matters. (a) Except as otherwise disclosed set forth on Schedule 8.4(a), the Company shall keep and maintain any property either owned, leased, operated or occupied by the Company free and clear of any Environmental Liens, and the Company shall keep all such property free of Hazardous Material contamination (other than de minimis releases of Hazardous Materials that may occur in the Registration Statement, ordinary course of the Time of Sale Disclosure Package Company's business that could not result in a material liability to the Company) and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws and the terms and conditions of any Environmental Permits; provided, however, that the Company shall have the right at its cost and expense, and acting in good faith, to conduct their respective businessescontest, object or appeal by appropriate legal proceeding the validity of any Environmental Lien. The contest, objection or appeal with respect to the validity of an Environmental Lien shall suspend the Company's obligation to eliminate such Environmental Lien under this paragraph pending a final determination by appropriate administrative or judicial authority of the legality, enforceability or status of such Environmental Lien, provided that the following conditions are satisfied: (i) contemporaneously with the commencement of such proceedings, the Company shall give written notice thereof to each Purchaser and its Transferees while they hold Shares; and (ii) neither if under applicable law any real property or improvements thereon are subject to sale or forfeiture for failure to satisfy the Environmental Lien prior to a final determination of the legal proceedings, the Company nor any must successfully move to stay such sale, forfeiture or foreclosure pending final determination of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation the Company's action; and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any must, if requested by a majority of its Subsidiariesthe then-outstanding Shares, and there are no orders, rulings or directives pending or, furnish to the knowledge Purchasers and their Transferees, as a group, while they hold Shares, a good and sufficient bond, surety, letter of credit or other security satisfactory to such holders equal to the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and amount (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations interest and penalty) secured by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoLien.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Displaytech Inc), Stock Purchase Agreement (Displaytech Inc), Stock Purchase Agreement (Displaytech Inc)
Environmental Matters. Except as otherwise disclosed could not reasonably be expected to have, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectusa Material Adverse Effect: (ia) the Company each of Holdings and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes is in compliance with all applicable Environmental Laws and, with respect to conduct their respective businesses; (ii) neither the Company nor any its current operations, has obtained and is in compliance with all permits required of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiariesit under Environmental Law, and there are no orders, rulings or directives proceedings pending or, to the knowledge of Holdings or the CompanyBorrower, threatened to revoke or rescind any such permit; (b) there are no claims, proceedings, investigations or notices of violation pending or, to the knowledge of Holdings or the Borrower, threatened against the Company Holdings or any of its Subsidiaries under or pursuant to any Environmental Laws requiring Law; (c) no Lien, other than a Permitted Lien, has been recorded or, to the knowledge of Holdings or the Borrower, threatened under any work, repairs, construction or capital expenditures Environmental Law with respect to any properties or assets of the Company Real Property currently owned by Holdings or any of its Subsidiaries; (d) neither Holdings nor any of its Subsidiaries has contracted to assume or accept responsibility for any liability of any non-affiliated Person under any Environmental Law; and (ive) there are no notice facts, circumstances, conditions or occurrences with respect to the past or present business or operations of Holdings, any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company its Subsidiaries or any of the their respective predecessors, or any Real Property or facility at any time owned, leased or operated by Holdings, any of its Subsidiaries with respect thereto has been received by the Company or any of its Subsidiariestheir respective predecessors, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant that could be reasonably expected to give rise to any Environmental Laws claim, proceeding, investigation, action or relating to the ownership, use, maintenance liability of or operation of the properties and assets of the Company against Holdings or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 3 contracts
Samples: Credit Agreement (Endeavour International Corp), Credit Agreement (Endeavour International Corp), Credit Agreement (Endeavour International Corp)
Environmental Matters. Except as otherwise disclosed as, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package has not had and Prospectuswould not reasonably be expected to have a Company Material Adverse Effect, (a) since January 1, 2010, neither the Company nor any of its Subsidiaries Company Subsidiary has been in material violation ofviolated, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any Company Subsidiary in violation of, applicable Environmental Law; (b) there has been no release to the environment of its Subsidiariesany Hazardous Substances by the Company or any Company Subsidiary that would reasonably be expected to result in losses, and there are no orders, rulings damages or directives pending orliabilities to the Company or any Company Subsidiary and, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets none of the Company properties currently or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii)formerly owned, including any alleged violations leased or operated by the Company or any of the Subsidiaries Company Subsidiary (including soils and surface and ground waters) are contaminated with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, Hazardous Substance which could would reasonably be expected to require remediation; (c) neither the Company nor any Company Subsidiary is, actually, potentially or allegedly liable pursuant to applicable Environmental Laws for any off-site contamination by Hazardous Substances; (d) the Company and the Company Subsidiaries have a Material Adverse Effectall permits, licenses and other authorizations required of the Company and the Company Subsidiaries under applicable Environmental Law (“Environmental Permits”); (e) neither the Company nor any Company Subsidiary is the subject of any pending, or to the knowledge of the Company’s knowledge, there are no grounds threatened claims, actions or conditions which exist, on suits relating to Hazardous Substances or arising under any property now or previously owned, operated or leased by Environmental Laws; and (f) the Company or any of and each Company Subsidiary is in compliance with its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Permits.
Appears in 3 contracts
Samples: Business Combination Agreement (Vast Solar Pty LTD), Business Combination Agreement (Nabors Energy Transition Corp.), Business Combination Agreement (Nabors Energy Transition Corp.)
Environmental Matters. (a) Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating reasonably be expected to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectushave a Material Adverse Effect: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance subsidiaries comply with all applicable Environmental Laws (as defined below), and possess and comply with all applicable Environmental Permits (as defined below) required under such Laws to conduct their respective businessesoperate as it presently operates; (ii) there are no Materials of Environmental Concern (as defined below) at any property owned or operated by the Company or any of its subsidiaries, under circumstances that are likely to result in liability of the Company or any of its subsidiaries under any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries subsidiaries has received any written notification alleging that it is aware of any unlawful spillsliable for, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iiirequest for information pursuant to section 104(e) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the CompanyComprehensive Environmental Response, Compensation and Liability Act or similar state statute or regulation, concerning any release or threatened against the Company or release of Materials of Environmental Concern at any of its Subsidiaries under or pursuant to any Environmental Laws requiring any worklocation except, repairs, construction or capital expenditures with respect to any properties such notification or assets request for information concerning any such release or threatened release, to the extent such matter has been resolved with the appropriate federal, state or local regulatory authority or otherwise; and (iv) neither the Company nor any of its subsidiaries has received any written claim or complaint, or is subject to any proceeding, relating to noncompliance with Environmental Laws or any other liabilities pursuant to Environmental Laws. The Company has provided true and exact copies of all environmental reports, permits, filings and other documents in the possession of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received subsidiaries that relate to: compliance by the Company or any of its Subsidiaries, and no writ, injunction, order subsidiaries with Environmental Laws; releases or judgment is outstanding, and no legal proceeding under or pursuant to any suspected releases of Materials of Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company Concern; or any of its Subsidiaries is in progress, pending other fact or threatened, which circumstance that could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoto a claim under Environmental Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sprint Nextel Corp), Agreement and Plan of Merger (Virgin Mobile USA, Inc.), Agreement and Plan of Merger (Sprint Nextel Corp)
Environmental Matters. Except as otherwise disclosed would not, singly or in the Registration Statementaggregate, the Time reasonably be expected to result in a Material Adverse Effect on Company or any Subsidiary of Sale Disclosure Package and ProspectusCompany, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectusshall: (i) the exercise, and cause each such Subsidiary to exercise, due diligence in order to comply in all material respects with all Hazardous Materials Laws; and (ii) promptly take any and all remedial action required of Company and each of its Subsidiaries has occupied its properties and has receivedin connection with any Condition or Release or threatened Condition or Release on, handled, used, stored, treated, shipped and disposed of under or about any Property in order to comply in all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance material respects with all applicable Environmental Laws Hazardous Materials Laws; provided, however, that Company shall not be deemed to conduct their respective businesses; be in breach of the foregoing covenant if and to the extent it has not taken such remedial actions due to (iix) neither its diligent pursuit of an available statutory or administrative exemption from compliance with the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or relevant Hazardous Materials Law from its properties the appropriate Governmental Agency (and no material penalties for non-compliance with the relevant Hazardous Materials Law(s) shall accrue as a result of such non-compliance, without rebate or waiver if such exemption or waiver is granted), or (y) is actively and diligently contesting in good faith any construction on Governmental Agency’s order, determination or operation and use decree with respect to the applicability or interpretation of its properties, (iii) there are no orders, rulings any such relevant Hazardous Materials Law and/or the actions required under such laws or directives issued against regulations in respect of such Condition or Release. In the event Company or any other Subsidiary of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or undertakes any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures remedial action with respect to such Hazardous Material on, under or about any properties or assets of the Property, Company or any of its Subsidiaries; such Subsidiary shall conduct and (iv) no notice complete such remedial action in compliance in all material respects with respect to any of the matters referred to all applicable Hazardous Materials Laws and in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or accordance with the passage binding and applicable policies, orders and directives of time, or the giving of notice or both, would give rise theretoall Governmental Agencies.
Appears in 3 contracts
Samples: Subordinated Note Purchase Agreement (Ameriserv Financial Inc /Pa/), Subordinated Note Purchase Agreement (Citizens Financial Services Inc), Subordinated Note Purchase Agreement (Codorus Valley Bancorp Inc)
Environmental Matters. Except as otherwise disclosed Neither the conduct nor operation of Farmers or its subsidiaries nor any condition of any property presently or previously owned, leased or operated by any of them (including, without limitation, in a fiduciary or agency capacity), or on which any of them holds a Lien ("Farmers Properties"), violates or violated Environmental Laws, no condition has existed or event has occurred with respect to any of them or any Farmers Property that, with notice or the Registration Statementpassage of time, the Time of Sale Disclosure Package and Prospectusor both, neither the Company is reasonably likely to result in liability under Environmental Laws. Neither Farmers nor any of its Subsidiaries subsidiaries has been in material violation ofreceived any notice from any person or entity that Farmers or its subsidiaries or the operation or condition of any property ever owned, in connection with the ownershipleased, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, healthoperated, or safety matters held as collateral or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor a fiduciary capacity by any of its Subsidiaries is aware them are or were in violation of or otherwise are alleged to have liability under any unlawful spillsEnvironmental Law, releasesincluding, discharges but not limited to, responsibility (or disposal potential responsibility) for the cleanup or other remediation of any pollutants, contaminants, or hazardous or toxic materialswastes, controlled or dangerous substances or materials at, on, beneath, or originating from any such property. None of the Farmers Properties has asbestos, urea formaldehyde, or lead paint. None of the Farmers Properties is on any state or federal list of properties suspected to contain hazardous wastes that have occurred or are presently occurring on Hazardous substances, or from its properties as a result has or currently contain any underground storage tanks, above ground storage tanks, manufactured gas activities, industrial/manufacturing activities, or the storage of any construction on Hazardous substances (except in small quantities used in compliance with all Environmental Laws for residential or operation and use commercial cleaning purposes). None of its properties, (iii) there are no orders, rulings or directives issued against the Company Farmers Properties is known by Farmers or any of its Subsidiariessubsidiaries to be within 500 feet of any property which has or had underground storage tanks, and there are no ordersabove ground storage tanks, rulings manufactured gas activities, industrial/manufacturing activities, or directives pending or, to the knowledge storage of the Company, threatened against the Company any Hazardous substances (except in small quantities used in compliance with all Environmental Laws for residential or commercial cleaning purposes). Neither Farmers nor any of its Subsidiaries under subsidiaries has participated in the management of any business or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated leased or leased controlled by the Company any third party which generated, managed, stored, treated or disposed of any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoHazardous substances.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Farmers National Banc Corp /Oh/), Agreement and Plan of Merger (Farmers National Banc Corp /Oh/), Agreement and Plan of Merger (Security Financial Corp /Oh/)
Environmental Matters. (a) Except as otherwise disclosed in the Registration Statement, the Time set forth on Section 3.15(a) of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation ofDisclosure Memorandum, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has receivedno notice, handlednotification, useddemand, storedrequest for information, treatedcitation, shipped and disposed of all pollutants, contaminants, hazardous summons or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto order has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by complaint has been filed against the Company or any of its Subsidiaries, on which no penalty has been assessed against the Company or any such legal proceeding might be commenced of its Subsidiaries, and no government investigation, private investigation, action, claim or suit, including by any third party, is pending or, to the Company’s Knowledge, is threatened against the Company or any of its Subsidiaries by any Governmental Authority or other Person, in each case relating to or arising out of any Environmental Law; (ii) to the Company’s Knowledge, there is no reasonable basis for any notice, notification, demand, request for information, citation, summons, order, complaint, penalty, investigation, action, claim or suit referred to in subclause (i) above, (iii) the Company, each of its Subsidiaries, the Real Property and, to the Company’s Knowledge, all OREO are, and have been, in compliance in all material respects with all Environmental Laws and all Permits relating to Environmental Law matters; (iv) neither the Company nor any of its Subsidiaries is conducting or paying for any response or corrective action under any Environmental Law at any location; and (v) neither the Company nor any of its Subsidiaries is party to any agreement, Order, letter agreement, settlement agreement or memorandum of agreement that imposes any obligations under any Environmental Law. Each of the Company and its Subsidiaries has developed, incorporated into its policies and is undertaking commercially reasonable likelihood risk management procedures in connection with its origination and servicing of success loans, including in the exercise of any rights in the event of a borrower default, so as to minimize any potential liability to the Company or with the passage any of time, or the giving of notice or both, would give rise theretoits Subsidiaries under any Environmental Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Community Banks Inc), Agreement and Plan of Merger (United Community Banks Inc), Agreement and Plan of Merger (United Community Banks Inc)
Environmental Matters. Except as otherwise disclosed in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, neither the for matters that would not have a Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and ProspectusMaterial Adverse Effect: (i) the Company and each Company Subsidiary are in compliance with all applicable Laws relating to pollution or to the protection of its Subsidiaries has occupied its properties the environment or to occupational health and has receivedsafety, handledincluding such Laws that relate to the transportation, usedstorage, storedtreatment, treatedRelease, shipped use or handling of, or exposure to, Hazardous Materials (“Environmental Laws”) and, since July 1, 2008, the Company and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes each Company Subsidiary have been in compliance with all applicable Environmental Laws to conduct their respective businessesexcept for any non-compliance that has been remedied without any ongoing, pending or future costs, obligations or liabilities; (ii) neither the Company nor and each Company Subsidiary possess all Company Permits issued pursuant to Environmental Laws that are required to conduct the business of the Company and each Company Subsidiary as it is currently conducted (“Environmental Permits”), and the Company and each Company Subsidiary are in compliance with all applicable Environmental Permits and since July 1, 2008, have been in compliance with all applicable Environmental Permits except for any of its Subsidiaries is aware non-compliance that has been remedied without any ongoing, pending or future costs, obligations or liabilities; (iii) since July 1, 2008, there has been no Release of any unlawful spills, releases, discharges Hazardous Materials by or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on the operations or operation and use activities of its properties, (iii) there are no orders, rulings or directives issued against the Company or any Company Subsidiary, including at any of its Subsidiariesthe Leased Real Property or any properties formerly owned or operated by the Company or any Company Subsidiary, in each case that has or would reasonably be expected to result in any cost, obligation or liability under any Environmental Law; and there are no orders(iv) since July 1, rulings 2008, none of the Company or directives pending orany Company Subsidiary has received any written claim or notice of violation from any Governmental Entity or Third Party alleging that the Company or any Company Subsidiary is in violation of, or liable under, any Environmental Law (“Environmental Claim”), and, to the knowledge Knowledge of the Company, no such Environmental Claim is threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoSubsidiary.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Celera CORP)
Environmental Matters. (a) Except as otherwise disclosed set forth in the Registration Statement, the Time Section 4.14(a) of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation ofDisclosure Schedule, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described would not, individually or in the Registration Statement and Prospectus: aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws (which compliance includes the possession by the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutantsEnvironmental Permits, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in and compliance with all applicable Environmental Laws to conduct their respective businessesthe terms and conditions thereof); (ii) neither the Company nor any of its Subsidiaries there is aware of any unlawful spills, releases, discharges no Environmental Claim pending or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued threatened in writing against the Company or any of its Subsidiaries; (iii) there is no civil, and there are no orders, rulings criminal or directives pending or, to the knowledge of the Company, threatened administrative judgment against the Company or any of its Subsidiaries under or pursuant or, to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets the Knowledge of the Company or any of its Subsidiaries; and (iv) no notice with respect to , against any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company Person or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to entity whose liability for any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of Claim the Company or any of its Subsidiaries has contractually or by operation of law retained or assumed pursuant to Environmental Laws; (iv) the Company and its Subsidiaries have all Environmental Permits required pursuant to Environmental Laws and the Company and its Subsidiaries are in compliance with all terms and conditions thereof; (v) the Company and its Subsidiaries have filed all notices required under Environmental Laws indicating the past and present Release, generation, treatment, storage or disposal of Hazardous Substances; (vi) there is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which existnot at, on or under in any property now or previously owned, operated of the real properties owned or leased by the Company or any of its SubsidiariesSubsidiaries any generation, on use, handling, Release, treatment, recycling, storage or disposal of any Hazardous Substances in a manner not in compliance with Environmental Laws; and (vii) there are no past or present actions, activities, circumstances, conditions, events or incidents, including the Release or presence of any Hazardous Substances, which are reasonably likely to form the basis of any such legal proceeding might be commenced with Environmental Claim against the Company or any reasonable likelihood of success its Subsidiaries or with against any Person or entity whose liability for any Environmental Claim, the passage Company or any of time, its Subsidiaries has retained or the giving assumed either contractually or by operation of notice or both, would give rise theretoLaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Deere & Co), Agreement and Plan of Merger (FRS Capital Co LLC), Agreement and Plan of Merger (Richton International Corp)
Environmental Matters. (i) Except as otherwise disclosed is not reasonably likely to have a Company Material Adverse Effect: (A) the Company and its Subsidiaries are, and have since January 1, 2001, been in compliance with all applicable Environmental Law; (B) the Registration StatementCompany and its Subsidiaries possess all permits, licenses, registrations, identification numbers, authorizations and approvals required under applicable Environmental Laws for the Time operation of Sale Disclosure Package and Prospectus, the business as presently conducted; (C) neither the Company nor any of its Subsidiaries has been in material received any claim, notice of violation, citation or other communication concerning any violation or alleged violation of, in connection with the ownership, use, maintenance or operation of its properties and assetsliability under, any applicable federalEnvironmental Law which has not been fully resolved, state, municipal, local imposing no outstanding liability or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring obligation on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and ; (D) there are no orderswrits, rulings injunctions, decrees, orders or directives judgments outstanding, or any actions, suits, proceedings, inquiries, information requests, or investigations pending or, to the knowledge of the Company, threatened against threatened, concerning compliance by the Company or any of its Subsidiaries under with, or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets liability of the Company or any of its Subsidiaries is in progressunder, pending any Environmental Law; and (E) there are no Hazardous Substances at, on, under, or threatenedmigrating to or from, which could reasonably be expected to have a Material Adverse Effectthe Owned Real Property, and to the Leased Real Property, or, the knowledge of the Company, there are no grounds or conditions which exist, on or under any real property now or previously formerly owned, leased or operated or leased by the Company, any of its Subsidiaries (the “Former Real Property”), in each case, which is reasonably expected to result in liability to the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoSubsidiary under Environmental Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Goldman Sachs Group Inc), Agreement and Plan of Merger (McJunkin Red Man Holding Corp), Agreement and Plan of Merger (McJunkin Red Man Corp)
Environmental Matters. Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of Effect on the Company, there (i) the Company and its Subsidiaries hold, and are currently, and have been, in continuous compliance with all applicable permits, licenses, registrations and other governmental authorizations required under all Laws relating in any manner to contamination, pollution or protection of human health, natural resources or the environment (“Environmental Laws”) for the Company to conduct its operations (“Environmental Permits”), and are currently, and have been, otherwise in continuous compliance with all applicable Environmental Laws, (ii) to the Company’s Knowledge, the Company and its Subsidiaries have not received any written notice, claim, demand, action, suit, complaint, proceeding or other communication by any person alleging any violation of, or any actual or potential liability under, any Environmental Laws (an “Environmental Claim”), and the Company has no grounds Knowledge of any pending or conditions which existthreatened Environmental Claim, on (iii) no hazardous, dangerous or toxic substance, including petroleum (including crude oil or any fraction thereof), asbestos and asbestos-containing materials, lead, polychlorinated biphenyls, radon, fungus, mold, urea-formaldehyde insulation and any other material that is regulated pursuant to any Environmental Laws or that would reasonably be expected to result in liability under any Environmental Laws has been generated, transported, treated, stored, installed, disposed of, arranged to be disposed of, released or threatened to be released at, on, from or under any property now of the properties or previously facilities currently or formerly owned, leased or otherwise used by the Company or its Subsidiaries, in violation of, or in a manner or to a location that would reasonably be expected to give rise to Liability to the Company or its Subsidiaries under or relating to, any Environmental Laws, (iv) the reports of environmental assessments, audits and similar investigations previously made available to GameStop are all such reports in the possession of the Company or, to the Company’s Knowledge, otherwise in existence and reasonably within the control of the Company on any property currently or formerly owned or operated or leased by the Company or any of its Subsidiaries, on which Subsidiaries and (v) the Company and its Subsidiaries have not contractually assumed any such legal proceeding might be commenced with liabilities or obligations under or relating to any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Electronics Boutique Holdings Corp)
Environmental Matters. Except as otherwise disclosed in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation ofwould not, in connection with the ownershipaggregate, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse EffectEffect on Parent, and to the knowledge Knowledge of Parent, (i) Parent and its Subsidiaries are and, since January 1, 2013 have been, in compliance with Environmental Laws, (ii) Parent and its Subsidiaries have all Permits which are necessary to enable them to conduct their businesses as they are being conducted on the Companydate of this Agreement in compliance with applicable Environmental Laws, there are no grounds (iii) neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Entity of material noncompliance or conditions which exist, on or material liability under any Environmental Law, (iv)(a) neither Parent nor any of its Subsidiaries has performed any acts, including but not limited to releasing, storing or disposing of Hazardous Materials, (b) there is no condition on any property now or previously owned, operated owned or leased by Parent or a Subsidiary, and (c) there is no condition on any property formerly owned or leased by Parent or a Subsidiary while Parent or a Subsidiary owned or leased that property, that, in the Company case of any of (a), (b) or (c), would reasonably be expected to result in material liability of Parent or a Subsidiary under any Environmental Law and (v) neither Parent nor any of its Subsidiaries is subject to any outstanding order of any court or Governmental Entity requiring Parent or any of its Subsidiaries to take, or refrain from taking, any actions in order to comply with any Environmental Law and no action or proceeding (to which either Parent or a Subsidiary is or would be a party) seeking such an order is pending or threatened against Parent or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lennar Corp /New/), Agreement and Plan of Merger (WCI Communities, Inc.)
Environmental Matters. Except as otherwise disclosed has not had, nor would reasonably be expected to have, individually or in the Registration Statementaggregate, a Company Material Adverse Effect: (a) since December 31, 2015, each of the Company and its Subsidiaries are and have been in compliance with all applicable Laws, regulations or other legal requirements relating to pollution, the Time protection of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, healthenvironment, or protection of human health and safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, as relates to exposure to Hazardous Materials) (“Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handledwhich compliance includes obtaining, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous maintaining or toxic materials, controlled or dangerous substances or wastes in compliance complying with all applicable permits required under Environmental Laws to conduct for the operation of their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iiib) there are is no ordersinvestigation, rulings suit, claim, action or directives issued against the Company proceeding relating to or arising under any of its Subsidiaries, and there are no orders, rulings or directives Environmental Law that is pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any real property now or previously owned, operated or leased by the Company or any of its Subsidiaries, (c) neither the Company nor its Subsidiaries have received any written notice of or entered into any legally binding agreement, Order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved requirements on which the part of the Company or any such legal proceeding might of its Subsidiaries relating to or arising under Environmental Laws, and (d) there are and have been no Hazardous Materials present on any real property owned or leased by the Company or any of its Subsidiaries in a manner and concentration that would reasonably be commenced with expected to result in any reasonable likelihood claim against the Company or any of success or with the passage of time, or the giving of notice or both, would give rise theretoits Subsidiaries under any Environmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthequity, Inc.), Agreement and Plan of Merger (Wageworks, Inc.)
Environmental Matters. Except as otherwise disclosed for those matters that would not reasonably be expected to have, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectusa Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (ia) the Company Acquired Entities are, and each of its Subsidiaries has occupied its properties and has receivedsince January 1, handled2014, usedhave been, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining or complying with all Governmental Authorizations required under Environmental Laws to conduct for the operation of their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesbusiness, (iiib) as of the date hereof, there are is no ordersinvestigation, rulings suit, claim, action or directives issued against the Company Legal Proceeding relating to or arising under any of its Subsidiaries, and there are no orders, rulings or directives Environmental Law that is pending or, to the knowledge of the Company, threatened against the Company an Acquired Entity or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any workLeased Real Property, repairs, construction or capital expenditures with respect to any properties or assets (c) as of the Company date of this Agreement, the Acquired Entities have not received any written notice, report or other information of or entered into any of its Subsidiaries; and (iv) no notice with respect to any legally-binding agreement, order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved violations, liabilities or requirements on the part of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or respective Acquired Entities relating to the ownershipor arising under Environmental Laws, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and (d) to the knowledge of the Company, (1) no Person has been exposed to any Hazardous Materials at a property or facility of an Acquired Entity and (2) there are and have been no grounds Hazardous Materials present or conditions which existReleased on, on at, under or from any property or facility, including the Leased Real Property, in both cases in a manner and concentration that would reasonably be expected to result in any claim against or liability of an Acquired Entity under any property now or previously ownedEnvironmental Law, operated or leased by the Company or any of its Subsidiariesand (e) no Acquired Entity has assumed, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of timeundertaken, or the giving otherwise become subject to any liability of notice another Person relating to Environmental Laws other than any indemnities in Material Contracts or both, would give rise theretoleases for real property.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (J2 Global, Inc.), Agreement and Plan of Merger (Everyday Health, Inc.)
Environmental Matters. Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither reasonably be expected to be material to the Company nor and its Subsidiaries, taken as a whole: (a) the Company and its Subsidiaries have complied with all applicable Environmental Laws; (b) no property currently or formerly owned or operated by the Company or any of its Subsidiaries has been in material violation of(including soils, in connection groundwater, surface water, buildings and surface and subsurface structures) is contaminated with the ownership, use, maintenance any Hazardous Substance which would reasonably be expected to require remediation or operation of its properties and assets, other action pursuant to any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businessesLaw; (iic) neither the Company nor any of its Subsidiaries is aware of liable for any unlawful spills, releases, discharges Hazardous Substance disposal or disposal of contamination on any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, third party property; (iiid) there are no orders, rulings or directives issued against neither the Company or nor any of its Subsidiaries, and there are no orders, rulings or directives pending Subsidiaries has received any written or, to the knowledge Knowledge of the Company, threatened against oral notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of Law; (e) neither the Company or nor any of its Subsidiaries; and (iv) no notice with respect Subsidiaries is subject to any of the matters referred to in this Section 3(xxiii)order, including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writdecree, injunction, order settlement or judgment is outstanding, and no legal proceeding other agreement with any Governmental Entity or any indemnity or other agreement with any third party relating to liabilities or obligations under or pursuant to any Environmental Laws or relating Law; (f) to the ownership, use, maintenance or operation Knowledge of the properties and assets of Company, there are no other circumstances or conditions involving the Company or any of its Subsidiaries is in progress, pending or threatened, which that could reasonably be expected to have a Material Adverse Effectresult in any claim, liability, investigation, cost or restriction on the ownership, use, or transfer of any property pursuant to any Environmental Law; and (g) the Company has delivered to Parent, prior to the knowledge date of the Companythis Agreement, there are no grounds correct and complete copies of all final environmental reports, studies, assessments, sampling data and other environmental information accessible or conditions which exist, on or under any property now or previously owned, operated or leased controlled by the Company relating to Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success Subsidiaries or with the passage of time, their respective current and former properties or the giving of notice or both, would give rise theretooperations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Leonardo DRS, Inc.), Agreement and Plan of Merger (Rada Electronic Industries LTD)
Environmental Matters. Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect: (a) the Company Entities and the Company Subsidiaries are, and since the Reference Date have been, in compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining or complying with all Governmental Authorizations required under Environmental Laws for the operation of its business as currently conducted; (b) there is no Action arising under any Environmental Law that is pending or, to the knowledge Knowledge of the Company, threatened in writing against a Company Entity or any Company Subsidiary; (c) none of the Company Entities or the Company Subsidiaries have received any written notice of or entered into any legally binding agreement, order, settlement, judgment, injunction, or decree involving uncompleted, outstanding, or unresolved violations, liabilities, or requirements on the part of a Company Entity or any Company Subsidiary arising under Environmental Laws; (d) to the Knowledge of the Company: (i) no Person has been exposed to any Hazardous Material at a property or facility of a Company Entity or any Company Subsidiary at levels in excess of applicable permissible exposure levels; and (ii) there are is and has been no grounds Hazardous Material present or conditions which existReleased on, on at, under, or from any property or facility, including the Owned Real Property and the Leased Real Property, in a manner and concentration that would reasonably be expected to result in any claim against or liability of a Company Entity or any Company Subsidiary under any property now or previously owned, operated or leased by Environmental Law; and (e) none of the Company Entities or the Company Subsidiaries have assumed, undertaken, or, to the Knowledge of the Company, otherwise become subject to any known liability of its Subsidiariesanother Person arising under Environmental Laws other than any indemnity in Material Contracts or other licenses, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of timeleases, or sub-leases for real property. This Section 4.19 sets forth the giving sole and exclusive representations and warranties of notice or both, would give rise theretothe Company Entities with respect to matters arising under Environmental Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emanuel Ariel), Agreement and Plan of Merger (Endeavor Group Holdings, Inc.)
Environmental Matters. (a) Except as otherwise disclosed for those matters that, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package have not had and Prospectuswould not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) each of the Company and each of its Subsidiaries has occupied its properties is, and has receivedbeen, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; Laws, (ii) neither the Company nor any of its Subsidiaries there is aware of any unlawful spillsno investigation, releasessuit, discharges claim, action or disposal of any pollutants, contaminants, hazardous proceeding relating to or toxic materials, controlled or dangerous substances or wastes arising under Environmental Laws that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives is pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii)real property currently or, including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge Knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously formerly owned, operated or leased by the Company or any of its Subsidiaries, on (iii) neither the Company nor any of its Subsidiaries has received any notice of or entered into or assumed by Contract or operation of Law or otherwise, any obligation, liability, order, settlement, judgment, injunction or decree relating to or arising under Environmental Laws and (iv) no facts, circumstances or conditions exist with respect to the Company or any of its Subsidiaries or any property currently (or, to the Knowledge of the Company, formerly) owned, operated or leased by the Company or any of its Subsidiaries or any property to or at which the Company or any such legal proceeding might of its Subsidiaries transported or arranged for the disposal or treatment of Hazardous Materials that would reasonably be commenced with any reasonable likelihood expected to result in the Company and its Subsidiaries incurring Environmental Liabilities. The matters set forth in Section 3.12(a) of success the Company Disclosure Schedule, individually or with in the passage of timeaggregate, or the giving of notice or both, have not had and would give rise theretonot reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digimarc Corp), Agreement and Plan of Merger (L-1 Identity Solutions, Inc.)
Environmental Matters. (a) Except as otherwise disclosed for such matters that would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the be reasonably expected to have a Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and ProspectusMaterial Adverse Effect: (i) the Company and each of its the Company Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of have at all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance times complied with all applicable Environmental Laws to conduct their respective businessesLaws; (ii) no property currently owned or operated by the Company or any of the Company Subsidiaries (including soils, groundwater, surface water, buildings or other structures) is contaminated with any Hazardous Substance requiring remediation or that could otherwise result in liability to the Company or any Company Subsidiary pursuant to any Environmental Law; (iii) no property formerly owned or operated by the Company or any of the Company Subsidiaries was contaminated with any Hazardous Substance requiring remediation or that could otherwise result in liability to the Company or any Company Subsidiary pursuant to any Environmental Law during such period of ownership or operation; (iv) neither the Company nor any of its the Company Subsidiaries has any liability for any Hazardous Substance disposal or contamination on any third party property; (v) neither the Company nor any of the Company Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of the Company Subsidiaries may be in violation of or subject to liability under any Environmental Law; (vi) neither the Company nor any of the Company Subsidiaries is aware of subject to any unlawful spillsorder, releasesdecree, discharges injunction or disposal of other agreement with any pollutants, contaminants, hazardous Governmental Entity or toxic materials, controlled any indemnity or dangerous substances other agreement with any third party relating to liability under any Environmental Law or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, relating to Hazardous Substances; (iiivii) there are no orderslegal, rulings administrative, arbitral or directives issued other proceedings, claims or actions arising under any applicable Law as in effect on the date of this Agreement related to the protection of human health or the environment (each, an “Environmental Claim”) that (A) as of the date of this Agreement are pending before any Governmental Entity or, to the Company’s Knowledge, threatened in writing against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (ivB) no notice with respect seek to any of impose, or are reasonably expected to result in the matters referred to in this Section 3(xxiii), including any alleged violations by imposition on the Company or any of the Company Subsidiaries with respect thereto has been received by of, any liability or obligation and there is no reasonable basis for any Environmental Claim that would impose any such liability or obligation; (viii) there are no other circumstances or conditions involving the Company or any of its Subsidiariesthe Company Subsidiaries that could be reasonably expected to result in any claim, and no writliability, injunctioninvestigation, order cost or judgment is outstandingrestriction regarding the ownership, and no legal proceeding under use or transfer of any property owned or operated by the Company pursuant to any Environmental Laws or Law; and (ix) the Company has made available to Parent prior to the date of this Agreement copies of all environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company Subsidiaries or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success their respective current and former properties or with the passage of time, or the giving of notice or both, would give rise theretooperations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Consolidated Graphics Inc /Tx/)
Environmental Matters. Except as otherwise disclosed in the Registration Statement, the Time of Sale Disclosure Package has not had and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect, and to the knowledge of Effect on the Company, there the Company and each Company Subsidiary: (i) have complied at all times with all applicable Environmental Laws; (ii) have not owned or operated any property that has been contaminated with any Hazardous Substance that could be expected to result in liability pursuant to any Environmental Law; (iii) are no grounds not liable for Hazardous Substance disposal or contamination on any third party property; (iv) have not received any notice, demand, letter, claim or request for information indicating that it may be in violation of or subject to liability under any Environmental Law; (v) are not subject to any order, decree, injunction or agreement with any Governmental Entity or any indemnity or other agreement with any third party relating to liability under any Environmental Law; (vi) are not subject to any circumstances or conditions which existthat could reasonably be expected to result in any claims, liability, investigations, costs or restrictions on the ownership, use, or under transfer of any property now in connection with any Environmental Law; (vii) have not participated in the management of any borrower or previously ownedother third party property, operated or leased by taken any other actions such that they could be deemed an owner or operator of such property for purposes of any Environmental Law and (viii) have made available to the Investors copies of all environmental reports, studies, assessments, and memoranda in its possession relating to the Company or its Subsidiaries or any of its Subsidiariestheir current or former properties or operations. For purposes of this Agreement, on which “Environmental Law” means any such legal proceeding might be commenced with law, regulation, order, decree, common law or agency requirement relating to the protection of the environment or human health and safety and “Hazardous Substance” means any reasonable likelihood of success or with the passage of timesubstance that is regulated pursuant to any Environmental Law including any waste, or the giving of notice or bothpetroleum products, would give rise theretoasbestos, mold and lead products.
Appears in 2 contracts
Samples: Investment Agreement (Sterling Financial Corp /Wa/), Investment Agreement (Sterling Financial Corp /Wa/)
Environmental Matters. (i) Except as otherwise disclosed would not reasonably be expected to have, either individually or in the Registration Statementaggregate, a Company Material Adverse Effect (A) no real property (including soils, groundwater, surface water, buildings or other structures thereon or thereunder) owned, operated, used or occupied by the Company or its Subsidiaries has been contaminated as a result of release, spill, discharge or disposal of any Hazardous Substance during or, to the knowledge of the Company, prior to, the Time ownership or operation or use by the Company or its Subsidiaries; (B) no real property formerly owned or operated or used by the Company or any of Sale Disclosure Package and Prospectusits Subsidiaries was contaminated as a result of release, spill, discharge or disposal of any Hazardous Substance during or, to the knowledge of the Company, prior to, the ownership or operation or use by the Company or its Subsidiaries; (C) neither the Company nor any of its Subsidiaries has been received any written notice, demand, letter, claim or request for information from any Governmental Entity or other third party indicating that the Company or any of its Subsidiaries may be in material violation of, in connection with the ownership, use, maintenance of or operation of its properties and assets, subject to material liability under any applicable federal, state, municipal, local Environmental Law or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businessesarising from Hazardous Substances; (iiD) neither the Company nor any of its Subsidiaries is aware of subject to any unlawful spillsorder, releasesdecree, discharges injunction or disposal of other arrangement with any pollutants, contaminants, hazardous Governmental Entity or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as is a result of party to any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company indemnity or any of its Subsidiaries, and there are no orders, rulings other agreement with any third party under any Environmental Law or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant otherwise relating to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its SubsidiariesHazardous Substances; and (ivE) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the and its Subsidiaries with respect thereto has been received by the Company or any of its Subsidiarieshave obtained in a timely manner, maintained in effect, and no writare in compliance with, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any all Permits required by applicable Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is Law in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of connection with the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto’s business.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Astellas Pharma Inc.), Agreement and Plan of Merger (Osi Pharmaceuticals Inc)
Environmental Matters. Except as otherwise disclosed would not reasonably be expected to have a Material Adverse Effect: (i) the Company and its Subsidiaries have at all times since the Applicable Date complied in all material respects with all applicable Environmental Laws; (ii) no property (including soils, groundwater, surface water, buildings or other structures) currently or formerly owned, operated by the Registration Statement, Company or any of its Subsidiaries has been contaminated since the Time Applicable Date with any Hazardous Substance in a manner that would reasonably be expected to result in material liability other than at sites for which existing reserves and/or indemnification will fully address all future costs; (iii) neither the Company nor any of Sale Disclosure Package and Prospectusits Subsidiaries is subject to liability for any Hazardous Substance disposal or contamination on any third party property other than at sites for which existing reserves and/or indemnification recoveries will cover all future costs; (iv) since the Applicable Date, neither the Company nor any of its Subsidiaries has been in material violation ofreceived any notice, in connection with the ownershipdemand, useletter, maintenance claim or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) request for information alleging that the Company and each or any of its Subsidiaries has occupied its properties is in violation of or subject to liability under any Environmental Law; and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (iiv) neither the Company nor any of its Subsidiaries is aware of subject to any unlawful spillsorder, releasesdecree, discharges injunction or disposal of other arrangement with any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company Governmental Entity or any of its Subsidiaries, and there are no orders, rulings indemnity obligation or directives pending or, other agreement with any third party relating to the knowledge of the Company, threatened against the Company liability or any of its Subsidiaries under or pursuant obligations relating to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoLaw.
Appears in 2 contracts
Samples: Arrangement Agreement (Unitedhealth Group Inc), Arrangement Agreement (Catamaran Corp)
Environmental Matters. Except as otherwise disclosed 5.16.1. The Company and each of its Subsidiaries is in compliance with applicable Environmental Laws, except where the Registration Statementfailure to so comply would not have or be reasonably expected to have a Material Adverse Effect; (i) to the Knowledge of the Company, the Time of Sale Disclosure Package and Prospectusno real property (including buildings or other structures) currently or formerly owned, neither leased or operated by the Company nor or any of its Subsidiaries has been in material violation contaminated with, or has had any release of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) Hazardous Substance that the Company and each of its Subsidiaries has occupied its properties and has receivedwould reasonably be expected to be liable for any potential material investigation, handledclean up, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous claim or toxic materials, controlled liability from such real property that would have or dangerous substances or wastes in compliance with all applicable Environmental Laws be reasonably expected to conduct their respective businesseshave a Material Adverse Effect on the Company; (ii) neither the Company nor any of its Subsidiaries is aware of subject to liability for any unlawful spillsHazardous Substance disposal or contamination by their agents or employees on any third party property, releases, discharges except where the failure to so comply would not have or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could be reasonably be expected to have a Material Adverse Effect; (iii) neither the Company nor any of its Subsidiaries has received any notice, demand letter, claim or request for information alleging any current material violation of, or material liability under, any Environmental Law; (iv) neither the Company nor any of its Subsidiaries is subject to any Order or other agreement with any Governmental Entity or any third party relating to any Environmental Law; and (v) the Company has delivered to the knowledge Recap copies of all environmental reports, studies, sampling data, correspondence, filings and other environmental information in its possession or reasonably available to it relating to the Company, there are no grounds or conditions which exist, on or under any property now or previously Subsidiary of the Company and any currently owned, leased or operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoproperty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Veterinary Centers of America Inc), Agreement and Plan of Merger (Green Equity Investors Iii Lp)
Environmental Matters. Except as otherwise disclosed in its Reports filed prior to the Registration Statement, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing date hereof and except as otherwise described for such matters that, alone or in the Registration Statement and Prospectusaggregate, are not reasonably likely to have a Material Adverse Effect on it: (i) the Company and each of it and its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws to conduct their respective businesses(as defined below); (ii) the properties currently owned or operated by it or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined below); (iii) the properties formerly owned or operated by it or any of its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership or operation by it or any of its Subsidiaries; (iv) neither the Company it nor any of its Subsidiaries is aware subject to liability for any Hazardous Substance disposal or contamination on any third party property; (v) neither it nor any Subsidiary has been associated with any release or threat of release of any unlawful spillsHazardous Substance; (vi) neither it nor any Subsidiary has received any notice, releasesdemand, discharges letter, claim or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes request for information alleging that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company it or any of its Subsidiaries may be in violation of or liable under any Environmental Law (including any claims relating to electromagnetic fields or pursuant microwave transmissions); (vii) neither it nor any of its Subsidiaries is subject to any Environmental Laws requiring orders, decrees, injunctions or other arrangements with any work, repairs, construction Governmental Entity or capital expenditures with respect is subject to any properties indemnity or assets of the Company other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving it or any of its Subsidiaries; and (iv) no notice with respect Subsidiaries that could reasonably be expected to result in any of the matters referred to in this Section 3(xxiii)claims, including any alleged violations by the Company liability, investigations, costs or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to restrictions on the ownership, use, maintenance or operation transfer of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected properties pursuant to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ameritech Corp /De/), Agreement and Plan of Merger (SBC Communications Inc)
Environmental Matters. Except as otherwise disclosed for those matters that, individually or in the Registration Statementaggregate, the Time would not reasonably be likely to have a Material Adverse Effect, (a) each of Sale Disclosure Package and Prospectus, neither the Company nor any of and its Subsidiaries has is and has, to the knowledge of the Company, at all times been in material violation of, in connection compliance with the ownership, use, maintenance or operation of its properties and assets, any all applicable federal, state, municipal, local or foreign laws, rulesLaws, regulations, decisions, orders, policies, permits, licenses, certificates common law standard of conduct or approvals having force of law, domestic or foreign, other legal requirements relating to environmental, health, the protection of the environment or human health and safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handledwhich compliance includes obtaining, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous maintaining or toxic materials, controlled or dangerous substances or wastes in compliance complying with all applicable Permits required under Environmental Laws to conduct for the operation of their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iiib) there are is no ordersinvestigation, rulings suit, claim, action or directives issued against the Company proceeding relating to or any of its Subsidiaries, and there are no orders, rulings or directives arising under Environmental Laws that is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any real property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which (c) no property currently or formerly owned or operated by the Company or any such legal proceeding might be commenced Subsidiary (including soils, groundwater, surface water, buildings or other structures) is contaminated with any reasonable likelihood substance regulated under any Environmental Law (“Hazardous Substance”) that could reasonably be expected to require investigation, remediation or other action, (d) neither the Company nor any of success its Subsidiaries is subject to any liability for Hazardous Substance contamination on any third party property, (e) neither the Company nor any of its Subsidiaries has received any notice of or with entered into any obligation, liability, order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved requirements relating to or arising under Environmental Laws and (f) there are no other circumstances or conditions involving the passage Company or any of timeits Subsidiaries that would reasonably be likely to result in any material claims, liability, investigations, costs or restrictions on the giving ownership, use or transfer of notice or both, would give rise theretoany of its properties pursuant to any Environmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centennial Communications Corp /De), Agreement and Plan of Merger (At&t Inc.)
Environmental Matters. Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Time Company and its Subsidiaries are, and at all times since January 1, 2017 have been, in compliance with all applicable Environmental Laws, (ii) none of Sale Disclosure Package and Prospectusthe properties owned or, to the Company’s Knowledge, leased or operated by the Company or any of its Subsidiaries contains any Hazardous Materials as a result of any activity of the Company or any of its Subsidiaries in amounts exceeding the levels allowed or otherwise permitted by applicable Environmental Laws, (iii) since January 1, 2017, neither the Company nor any of its Subsidiaries has been in material violation ofreceived any notices, in connection with the ownership, use, maintenance demand letters or operation of its properties and assets, requests for information from any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes Governmental Entity indicating that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under may be in violation of, or pursuant to liable under, any Environmental Laws requiring Law in connection with the ownership or operation of its businesses or any workof their respective properties or assets, repairs(iv) there have been no Releases of any Hazardous Material at, construction onto, or capital expenditures with respect to from any properties presently or assets formerly owned or, to the Company’s Knowledge, leased or operated by the Company or any of its Subsidiaries as a result of any activity of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of Subsidiaries during the matters referred to in this Section 3(xxiii)time such properties were owned, including any alleged violations by the Company leased or any of the Subsidiaries with respect thereto has been received operated by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of (v) neither the Company, there its Subsidiaries nor any of their respective properties are no grounds subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment, notice of violation or conditions which exist, on written claim asserted or arising under any property now Environmental Law. It is agreed and understood that no representation or previously owned, operated or leased by the Company or warranty is made in respect of environmental matters in any Section of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretothis Agreement other than this Section 4.11.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Home Depot, Inc.), Agreement and Plan of Merger (HD Supply Holdings, Inc.)
Environmental Matters. Except as otherwise disclosed for matters that, individually or in the Registration Statementaggregate, would not be expected to result in a Company Material Adverse Effect or as set forth in Section 4.15 of the Time of Sale Company’s Disclosure Package and ProspectusLetter, neither (a) the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force operations of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all applicable Environmental Laws to conduct their respective businesses; Laws, (iib) neither the Company nor any of and its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its the properties, (iii) there are no orders, rulings or directives issued against operations and activities of the Company or and its Subsidiaries are not subject to any of its Subsidiariesexisting, and there are no orders, rulings or directives pending or, to the knowledge Knowledge of the Company, threatened against action, suit or proceeding by any third party, including any Governmental Authority, under any Environmental Law, (c) all Authorizations, if any, required to be obtained or filed by the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures Law in connection with respect to any properties or assets the business of the Company or its Subsidiaries have been obtained or filed and are valid and currently in full force and effect (d) to the Knowledge of the Company, there has been no Release of a reportable quantity of any Hazardous Substance into the environment likely to form the basis of its Subsidiaries; any claim against the Company or a Company Subsidiary, and (ive) there is no notice with respect cleanup of any Release of a Hazardous Substance being conducted or planned at any property currently or, to any the Knowledge of the matters referred to in this Section 3(xxiii)Company, including any alleged violations formerly owned or operated by the Company or any Company Subsidiary. Notwithstanding any provision of this Agreement to the Subsidiaries with respect thereto has been received contrary, the representations and warranties made pursuant to this Section 4.15 constitute the sole and exclusive representations and warranties by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or Subsidiaries relating to the ownershipenvironmental and health and safety matters, use, maintenance compliance with or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or liability under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success Environmental Law or with the passage of time, or the giving of notice or both, would give rise theretorespect to Hazardous Substances and Releases.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dune Energy Inc), Agreement and Plan of Merger (Eos Petro, Inc.)
Environmental Matters. Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectushave a Material Adverse Effect, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (iA) the Company and each of its Subsidiaries are in compliance with and not subject to liability under applicable Environmental Laws (as defined below), (B) each of the Company and its Subsidiaries has occupied its properties made all filings and provided all notices required under any applicable Environmental Law, and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes is in compliance with all permits required under any applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any and each of its Subsidiaries them is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation in full force and use of its propertieseffect, (iiiC) there are is no orderscivil, rulings criminal or directives issued against the Company administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or any of its Subsidiaries, and there are no orders, rulings demand letter or directives request for information pending or, to the knowledge of the CompanyCompany or its Subsidiaries, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring Law, (D) no lien, charge, encumbrance or restriction has been recorded under any work, repairs, construction or capital expenditures Environmental Law with respect to any properties assets, facility or assets of the Company property owned, operated, leased or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received controlled by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation (E) none of the properties Company or its Subsidiaries has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and assets Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (F) no property or facility of the Company or any of its Subsidiaries is (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in progressthe Comprehensive Environmental Response, pending Compensation, Liability Information System List promulgated pursuant to CERCLA, or threatened, which could reasonably be expected to have a Material Adverse Effect, on any comparable list maintained by any state or local governmental authority and to the knowledge (G) none of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its SubsidiariesSubsidiaries is conducting or paying for in whole or in part any investigation, on response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject to or a party to any order, judgment, decree, contract or agreement which imposes any such legal proceeding might be commenced with obligation or liability under any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Euramax International, Inc.), Credit and Guaranty Agreement (Euramax International, Inc.)
Environmental Matters. Except as otherwise disclosed in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing on Schedule 3.16 and except as otherwise described to matters that could not reasonably be expected to have, individually or in the Registration Statement and Prospectusaggregate, a Material Adverse Effect: (i) no written notice, request for information, claim, demand, order or complaint has been received by the Company Borrower or any Subsidiary, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower's knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any Subsidiary, (ii) the Borrower and each of Subsidiary has all authorizations and permits necessary for its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance operations to comply with all applicable Environmental Laws to conduct their respective businesses; (ii) neither and is, and during the Company nor any term of its Subsidiaries is aware all applicable statutes of any unlawful spillslimitation, releaseshas been, discharges or disposal in compliance with the terms of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation such permits and use of its propertieswith all other applicable Environmental Laws, (iii) there are no ordersHazardous Material is located at, rulings or directives issued against the Company or any of its Subsidiariesin, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously currently or, the Borrower's knowledge, formerly owned, operated or leased by the Company Borrower or any Subsidiary that could reasonably be expected to give rise to any liability or obligation of its Subsidiariesthe Borrower or any Subsidiary under any Environmental Laws, on and no Hazardous Material has been generated, owned or controlled or has been transported to or released at any location by the Borrower or any Subsidiary in a manner that would reasonably be expected to give rise to any liability or obligation of the Borrower or any Subsidiary under any Environmental Laws, and (iv) there are no acquisition agreements in which the Borrower or any Subsidiary has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other Person arising under or relating to Environmental Laws which, in any such legal proceeding might be commenced with any reasonable likelihood of success or with case, has not been made available to the passage of time, or Administrative Agent prior to the giving of notice or both, would give rise theretoClosing Date.
Appears in 2 contracts
Samples: Credit Agreement (Nuance Communications, Inc.), Credit Agreement (Nuance Communications, Inc.)
Environmental Matters. Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, (a) the Company and each of its Subsidiaries have complied since the Lookback Date with and is in compliance with all applicable Laws relating to pollution or the protection of the environment or natural resources (“Environmental Laws”), and the Company has not received any written notice since the Lookback Date alleging that the Company is in violation of or has liability under any Environmental Law, (b) the Company and its Subsidiaries possess and have complied since the Lookback Date with and are in compliance with all Permits required under Environmental Laws for the operation of their respective businesses, (c) there is no Action under or pursuant to any Environmental Law or environmental Permit that is pending or, to the knowledge Knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by threatened in writing against the Company or any of its Subsidiaries, (d) neither the Company nor any of its Subsidiaries has become subject to any Judgment imposed by any Governmental Authority under which there are uncompleted, outstanding or unresolved obligations on which the part of the Company or its Subsidiaries arising under Environmental Laws, (e) neither the Company nor any of its Subsidiaries has any liabilities or obligations arising from the Company’s or any of its Subsidiaries’ management disposal or release of, or exposure of any Person to, any hazardous or toxic substance, or any owned or operated property or facility contaminated by any such legal proceeding might be commenced with substance and (f) neither the Company nor any reasonable likelihood of success its Subsidiaries has by contract or with the passage operation of time, law assumed responsibility or the giving provided an indemnity for any liability of notice or both, would give rise theretoany other Person relating to Environmental Laws.
Appears in 2 contracts
Samples: Registration Rights Agreement (Expedia Group, Inc.), Registration Rights Agreement (Expedia Group, Inc.)
Environmental Matters. Except as otherwise disclosed for such matters that, individually or in the Registration Statementaggregate, would not reasonably be expected to have an Info Material Adverse Effect or would not otherwise require disclosure pursuant to the Time Securities Exchange Act, or are listed in Section 3(r) of Sale the Info Disclosure Package Letter or described in Info Reports filed prior to the date hereof, (i) each of Info and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties complied and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes is in compliance with all applicable Environmental Laws to conduct their respective businesses(as defined below); (ii) the properties currently owned or operated by Info or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with Hazardous Substances (as defined below); (iii) neither the Company Info nor any of its Subsidiaries is aware subject to liability for any Hazardous Substance disposal or contamination on any third party property; (iv) neither Info nor any or its Subsidiaries has had any release or threat of release of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, Hazardous Substance; (iiiv) there are no orders, rulings or directives issued against the Company or neither Info nor any of its SubsidiariesSubsidiaries has received any notice, and there are no ordersdemand, rulings threat, letter, claim or directives pending or, to the knowledge of the Company, threatened against the Company request for information alleging that it or any of its Subsidiaries may be in violation of or liable under or pursuant to any Environmental Laws requiring Law (including any work, repairs, construction claims relating to electromagnetic fields or capital expenditures with respect to any properties or assets of the Company or microwave transmissions); (vi) neither Info nor any of its SubsidiariesSubsidiaries is subject to any orders, decrees, injunctions or other arrangements with any governmental or regulatory authority of competent jurisdiction or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (ivvii) to Info's knowledge, there are no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company circumstances or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company conditions involving Info or any of its Subsidiaries is in progress, pending or threatened, which could that would reasonably be expected to have a Material Adverse Effectresult in any claims, and to liabilities, investigations, costs or restrictions on the knowledge ownership, use or transfer of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which properties pursuant to any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Infonautics Inc), Agreement and Plan of Reorganization (Ibs Interactive Inc)
Environmental Matters. Except as otherwise disclosed for such matters that, individually or in the Registration Statementaggregate, have not had and would not reasonably be expected to result in a Parent Material Adverse Effect: (a) since the Time Applicable Date, Parent and its Subsidiaries have not violated any applicable Environmental Laws; (b) no real property, currently or formerly owned, leased or operated by Parent or any of Sale Disclosure Package and Prospectusits Subsidiaries (including soils, groundwater, surface water, buildings or other structures) has been contaminated with any Hazardous Substance in a manner that would reasonably be expected to result in any obligation to conduct remedial activities on the part of, or a Proceeding against, Parent or any of its Subsidiaries pursuant to any Environmental Law; (c) neither the Company Parent nor any of its Subsidiaries is subject to any Order, Proceeding or written notice alleging it has liability for any Hazardous Substance disposal or contamination on any third-party property or any failure to properly store or handle, or any release of or exposure to, any Hazardous Substance; (d) neither Parent nor any of its Subsidiaries has been in material violation ofreceived any written notice, demand, letter, claim or request for information or is a party to or the subject of any pending or, to Parent’s Knowledge, threatened Proceeding, in connection with the ownership, use, maintenance each case alleging that Parent or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties may be in violation of or subject to liability under any Environmental Law or regarding any Hazardous Substance; and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (iie) neither the Company Parent nor any of its Subsidiaries is aware of a party to any unlawful spills, releases, discharges Order or disposal of other legally-binding arrangement with any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company Governmental Entity or any of its Subsidiariesindemnity or other legally-binding agreement, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company with any third party under which Parent or any of its Subsidiaries under has any outstanding liability or pursuant obligations relating to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NantKwest, Inc.), Agreement and Plan of Merger (Cambridge Equities, LP)
Environmental Matters. Except for such matters as otherwise disclosed would not, individually or in the Registration Statementaggregate, reasonably be expected to result in a Material Adverse Effect: (i) the Time Company and its Subsidiaries have complied at all times with all applicable Environmental Laws (as defined below); (ii) no property currently owned, leased or operated by the Company or any of Sale Disclosure Package its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) is contaminated with any Hazardous Substance (as defined below) in a manner that is or could be required to be Remediated or Removed (as such terms are defined below), that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (iii) the Company and Prospectusits Subsidiaries have no information that any property formerly owned, leased or operated by the Company or any of its Subsidiaries was contaminated with any Hazardous Substance during or prior to such period of ownership, leasehold, or operation; (iv) neither the Company nor any of its Subsidiaries nor any prior owner or operator has incurred in the past or is now subject to any Environmental Liabilities (as defined below); (v) neither the Company nor any of its Subsidiaries has been in material violation ofreceived any notice, in connection with the ownershipdemand, useletter, maintenance claim or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) request for information alleging that the Company and each or any of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed may be in violation of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable subject to liability under any Environmental Laws to conduct their respective businessesLaw; (iivi) neither the Company nor any of its Subsidiaries is aware of subject to any unlawful spillsorder, releasesdecree, discharges injunction or disposal of agreement with any pollutantsGovernmental Entity, contaminantsor any indemnity or other agreement with any third party, hazardous concerning liability or toxic materialsobligations relating to any Environmental Law or otherwise relating to any Hazardous Substance or any environmental, controlled health or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation safety matter; and use of its properties, (iiivii) there are no orders, rulings other circumstances or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against conditions involving the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which that could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under result in any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Liability.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (At&t Corp)
Environmental Matters. Except as otherwise disclosed in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company The Borrower and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes Subsidiary is in compliance with all applicable Environmental Laws the failure of which to conduct their respective businesses; (ii) comply could reasonably be expected to have a Material Adverse Effect and has been issued and currently maintains all federal, state and local permits, licenses, certificates and approvals the failure of which to obtain or maintain could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary has been notified of any material pending or threatened action, suit, proceeding or investigation, and neither the Company Borrower nor any of its Subsidiaries Subsidiary is aware of any unlawful spillsfacts, releaseswhich (a) calls into question, discharges or could reasonably be expected to call into question, compliance by the Borrower or any Subsidiary with any Environmental Laws, (b) seeks, or could reasonably be expected to form the basis of a meritorious proceeding, to suspend, revoke or terminate any license, permit or approval necessary for the operation of the Borrower's or any Subsidiary's business or facilities or for the generation, handling, storage, treatment or disposal of any pollutantsHazardous Materials, contaminantsor (c) seeks to cause, hazardous or toxic materialscould reasonably be expected to form the basis of a meritorious proceeding to cause, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result any property of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company Borrower or any of its Subsidiaries, and there are no orders, rulings or directives pending or, Subsidiary to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant be subject to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the restrictions on ownership, use, maintenance occupancy or operation of the properties and assets of the Company or transferability under any of its Subsidiaries is Environmental Law, in progress, pending or threatened, each case which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.;
Appears in 2 contracts
Samples: Credit Agreement (Saks Inc), Credit Agreement (Saks Inc)
Environmental Matters. Except as otherwise disclosed for such matters that would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the reasonably be likely to have a Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and ProspectusMaterial Adverse Effect: (i) each of the Company and each of its Subsidiaries has occupied its properties and has receivedsince January 1, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes 2010 been in compliance with all applicable Environmental Laws to conduct their respective businessesLaws; (ii) the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures), and to the Knowledge of the Company, any formerly owned, leased or operated properties, are not contaminated with any Hazardous Substances that has or could reasonably be expected to result in the Company or any Subsidiary incurring liability pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is aware subject to liability for the release or threat of release of any unlawful spills, releases, discharges Hazardous Substance that has or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a would reasonably be expected to result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its SubsidiariesSubsidiaries has received any notice, and there are no ordersdemand, rulings letter, claim or directives pending or, to the knowledge of the Company, threatened against request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; (v) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions, indemnities or pursuant other agreements concerning liability or obligations relating to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect Law; and (vi) to any properties or assets the Knowledge of the Company there are no other circumstances or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of conditions involving the Company or any of its Subsidiaries is in progress, pending or threatened, which that could reasonably be expected to have a Material Adverse Effect, and result in any liability to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which Subsidiary relating to any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Directv), Agreement and Plan of Merger (At&t Inc.)
Environmental Matters. (i) Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, reasonably be expected to be a Company Material Adverse Effect: (A) Company and its Subsidiaries have complied at all times since the Time Applicable Date with all applicable Environmental Laws; (B) no property currently or, to the Knowledge of Sale Disclosure Package the Company, formerly owned, operated or utilized by the Company or any of its Subsidiaries (including soils, groundwater, surface water, buildings and Prospectus, surface and subsurface structures) has been contaminated with any Hazardous Substance requiring remediation or other action pursuant to any Environmental Law; (C) neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance incurred liability for any Hazardous Substance disposal or operation of its properties and assets, contamination on any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businessesthird party property; (iiD) neither the Company nor any of its Subsidiaries is aware of has received any unlawful spillsnotice, releasesdemand, discharges letter, claim or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes request for information alleging that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progressviolation of or subject to liability under any Environmental Law; (E) neither Company nor any of its Subsidiaries is subject to any order, pending decree, injunction, settlement or threatened, which could reasonably be expected other agreement with any Governmental Entity or any indemnity or other agreement with any third party assigning or otherwise imposing liability or obligations relating to have a Material Adverse Effect, any Environmental Law; and (F) to the knowledge Knowledge of the Company, there are no grounds other conditions or conditions which existoccurrences involving Company or any of its Subsidiaries that would reasonably be expected to result in any claim, on liability or under any property now or previously owned, operated or leased by investigation to the Company or any of its Subsidiaries, on which Subsidiaries pursuant to any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tesoro Corp /New/), Agreement and Plan of Merger (Western Refining, Inc.)
Environmental Matters. Except as otherwise disclosed to XXXXXXX XX, no HI-REIT properties, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would be reasonably be expected to have a Material Adverse EffectEffect on HI-REIT: (i) no notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed and no investigation, action, suit or proceeding is pending or, to the Knowledge of HI-REIT, is threatened relating to any of the HI-REIT Parties, any of the HI-REIT Subsidiaries or any of their respective properties, and relating to or arising out of any Environmental Law or Hazardous Substance; (ii) HI-REIT and the HI-REIT Subsidiaries are and, for the past three (3) years, have been, in compliance with all Environmental Laws and all applicable Environmental Permits; (iii) HI-REIT and each HI-REIT Subsidiary is in possession of all Environmental Permits necessary for HI-REIT and each HI-REIT Subsidiary to own, lease and, to the knowledge extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the Companydate hereof, and all such Environmental Permits are valid and in full force and effect; and (iv) there are no grounds liabilities or conditions which exist, on or under any property now or previously owned, operated or leased by obligations of the Company HI-REIT Parties or any of its Subsidiariesthe other HI-REIT Subsidiaries of any kind whatsoever, on which whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance and there is no condition, situation or set of circumstances that would reasonably be expected to result in any such legal proceeding might be commenced with any reasonable likelihood of success liability or with the passage of time, or the giving of notice or both, would give rise theretoobligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hartman Short Term Income Properties XX, Inc.), Agreement and Plan of Merger (Hartman Short Term Income Properties XX, Inc.)
Environmental Matters. Except as otherwise disclosed in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, neither (a) Neither the Company nor any of its the Company Subsidiaries has been violated in any material way since January 1, 2020, nor is it in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businessesLaw; (iib) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against none of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries under Company Subsidiary (including soils and surface and ground waters) are contaminated with any Hazardous Substance which requires reporting, investigation, remediation, monitoring or other response action by the Company or any Company Subsidiary pursuant to applicable Environmental Laws, or which could give rise to a liability of the Company or any Company Subsidiary under Environmental Laws requiring any workLaws; (c) to the Company’s knowledge, repairs, construction or capital expenditures with respect to any properties or assets none of the Company or any of its Subsidiariesthe Company Subsidiaries is actually, potentially or allegedly liable pursuant to applicable Environmental Laws for any off-site contamination by Hazardous Substances; (d) each of the Company and each Company Subsidiary has all material permits, licenses and other authorizations required of the Company under applicable Environmental Law and each of the Company and each Company Subsidiary is in compliance with such permits in all material respects; and (ive) no notice with respect neither the Company nor any Company Subsidiary is the subject of any pending or threatened Action alleging any violation of, or liability under, Environmental Laws, except in each case as would not be material to the Company and the Company Subsidiaries, taken as a whole. The Company has provided all environmental site assessments, reports, studies or other evaluations in its possession or reasonable control relating to any of the matters referred to in this Section 3(xxiii)properties currently or formerly owned, including any alleged violations leased or operated by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoSubsidiary.
Appears in 2 contracts
Samples: Registration Rights Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Environmental Matters. Except (a) (i) Company and its Subsidiaries have complied with all applicable Environmental Laws (as otherwise disclosed defined in Section 3.12(b)); (ii) the Registration Statementproperties currently owned or operated by Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the Time properties formerly owned or operated by Company or any of Sale Disclosure Package and Prospectus, its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership or operation by Company or its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries is subject to liability for any Hazardous Substance disposal or contamination on any third party property; (v) neither Company nor any of its Subsidiaries has been caused or contributed to any release or threat of release of any Hazardous Substance in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants Environmental Law; (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (ivi) the neither Company and each nor any of its Subsidiaries has occupied received in writing from any Governmental Entity any notice, demand, letter, claim or request for information alleging that Company or any of its properties and has received, handled, used, stored, treated, shipped and disposed Subsidiaries may be in violation of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable liable under any Environmental Laws to conduct their respective businessesLaw; (iivii) neither the Company nor any of its Subsidiaries is aware of subject to any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings decrees, injunctions or directives issued against the Company other arrangements with any Governmental Entity (other than those of general applicability), or is subject to any indemnity or other agreement with any third party relating in either case to liability under any Environmental Law for release of its Subsidiaries, Hazardous Substances; and there are no orders, rulings or directives pending or, (viii) to the knowledge of the Company, threatened against the there are no circumstances or conditions involving Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any workthat will, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or solely with the passage of time, or the giving of notice or both, would give rise theretoimminently result in a Company Material Adverse Effect pursuant to any Environmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (I2 Technologies Inc)
Environmental Matters. Except as otherwise disclosed in the Registration StatementThe properties, the Time operations and activities of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all applicable material Environmental Laws to conduct their respective businesses; (ii) neither Laws. The Company and its Subsidiaries and the properties, operations and activities of the Company nor any of and its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiariesnot subject to, and there are no ordershave not received written notice of, rulings or directives any existing, pending or, to the knowledge Knowledge of the Company, threatened against action, suit, investigation, inquiry or proceeding by or before any Court or Governmental Authority under any Environmental Law. All material Permits or applications therefor required to be obtained or filed by the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring Law in connection with the properties, operations and activities of the Company and its Subsidiaries have been obtained or filed and are valid and currently in full force and effect, and, to the Company's Knowledge, there are no facts or circumstances that would cause such Permits to be revoked, modified or not renewed under current conditions or in connection with the transactions contemplated by this Agreement. There has been no material release of any workhazardous substance, repairspollutant or contaminant into the environment by the Company or its Subsidiaries or in connection with their properties, construction operations or capital expenditures with respect activities. There has been no exposure (attributable to any properties or assets the action of the Company or any of its Subsidiaries; and (iv) no notice with respect of any Person or property to any of hazardous substance, pollutant or contaminant in connection with the matters referred to in this Section 3(xxiii)properties, including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, operations and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets activities of the Company or any of and its Subsidiaries is in progress, pending such quantities or threatened, which could of such type as would reasonably be expected to have give rise to a Material Adverse Effectclaim, and to the knowledge of the Company, there are no grounds demand or conditions which exist, on or under any property now or previously owned, operated or leased by suit. Neither the Company nor its Subsidiaries have assumed, whether by contract, operation of Law or otherwise, any of its liabilities or obligations arising under Environmental Laws in connection with their respective formerly owned properties, businesses, divisions, Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success companies or with the passage of time, or the giving of notice or both, would give rise theretoother entities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elite Information Group Inc), Agreement and Plan of Merger (Eig Acquisition Corp)
Environmental Matters. Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectusreasonably be expected to have a material adverse effect on Company, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties hold, and has receivedare currently, handledand at all prior times have been, usedin continuous compliance with all Environmental Permits, storedand are currently, treatedand at all prior times have been, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes otherwise in continuous compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending orand, to the knowledge of the Company, there is no condition that would reasonably be expected to prevent or interfere with compliance with all applicable Environmental Laws and all applicable Environmental Permits in the future, (ii) Company and its Subsidiaries have not received any Environmental Claim, and Company has no knowledge of any pending or threatened against the Company Environmental Claim, (iii) no hazardous, dangerous or toxic substance, including without limitation, petroleum (including without limitation crude oil or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any workfraction thereof), repairsasbestos and asbestos-containing materials, construction or capital expenditures with respect to any properties or assets of the Company polychlorinated biphenyls, radon, fungus, mold, urea-formaldehyde insulation or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment other material that is outstanding, and no legal proceeding under or regulated pursuant to any Environmental Laws or relating that could result in liability under any Environmental Laws has been generated, transported, treated, stored, installed, disposed of, arranged to the ownershipbe disposed of, usereleased or threatened to be released at, maintenance on, from or operation under any of the properties and assets of the or facilities currently or formerly owned, leased or otherwise used by Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of timein violation of, or the giving of notice in a manner or both, would to a location that could give rise theretoto liability to Company or its Subsidiaries under Environmental Laws, and (iv) Company and its Subsidiaries have not assumed, contractually or by operation of law, any liabilities or obligations under or relating to any Environmental Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Motion, Inc.), Agreement and Plan of Merger (Traffix Inc)
Environmental Matters. (a) Except as otherwise disclosed for matters that would not reasonably be expected to, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectushave a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) each of the Company and each of its the Company Subsidiaries is, and since January 1, 2015, has occupied its properties and has receivedbeen, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; Laws, (ii) neither each of the Company nor and the Company Subsidiaries possesses and is in compliance with all Authorizations required under applicable Environmental Laws for it to conduct its respective business as presently conducted and all such Authorizations are in full force and effect and, to the knowledge of the Company, there is no reasonable basis for any of its Subsidiaries is aware revocation, non-renewal or adverse modification of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiessuch Authorizations, (iii) there are is no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives Proceeding pending or, to the knowledge of the Company, threatened in writing against or affecting the Company or any Company Subsidiary, nor is there any Judgment outstanding against the Company or any of its Subsidiaries under or Company Subsidiary, pursuant to any applicable Environmental Laws requiring Law or regarding any workrelease or other adverse environmental impact of Hazardous Materials, repairs(iv) since January 1, construction or capital expenditures with respect to any properties or assets 2015, none of the Company or the Company Subsidiaries has received any written notice alleging that the Company or any Company Subsidiary is in violation of its Subsidiaries; and or has liability under any applicable Environmental Law or regarding any release or other adverse environmental impact of Hazardous Materials, (ivv) no notice with respect Hazardous Materials have not been disposed of, arranged to any of the matters referred to in this Section 3(xxiii)be disposed of, including any alleged violations transported, or released by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its SubsidiariesSubsidiary, and no writand, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there Hazardous Materials are no grounds or conditions which exist, on or under not present in the environment at any property now or previously facility currently or formerly owned, leased or operated or leased by the Company or any Company Subsidiary, in each case in a manner or condition that would reasonably be expected to give rise to liability to the Company or any Company Subsidiary under any applicable Environmental Law, and (vi) none of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, Company or the giving Company Subsidiaries has by Contract assumed or retained any liability of notice any other Person under any Environmental Laws or both, would give rise theretoregarding any release or other adverse environmental impact of Hazardous Materials.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avantor, Inc.), Agreement and Plan of Merger (VWR Corp)
Environmental Matters. Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, be reasonably expected to have a material adverse effect on the Time general affairs, management, business, condition (financial or otherwise), prospects or results of Sale Disclosure Package and Prospectus, neither operations of the Company nor any and its Subsidiaries, taken as a whole, (i) each of the Company and its Subsidiaries is in compliance with and not subject to liability under applicable Environmental Laws, (ii) each of the Company and its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties made all filings and assets, provided all notices required under any applicable federalEnvironmental Law, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes is in compliance with all Permits required under any applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any and each of its Subsidiaries them is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation in full force and use of its propertieseffect, (iii) there are is no orderscivil, rulings criminal or directives issued against administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the Knowledge of the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring Law, (iv) no lien, charge, encumbrance or restriction has been recorded under any work, repairs, construction or capital expenditures Environmental Law with respect to any properties assets, facility or assets of the Company property owned, operated, leased or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received controlled by the Company or any of its Subsidiaries, (vi) none of the Company or any of its Subsidiaries has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and no writLiability Act of 1980, injunctionas amended ("CERCLA"), order or judgment is outstandingany comparable state law, and (vi) no legal proceeding under property or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets facility of the Company or any of its Subsidiaries is (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in progressthe Comprehensive Environmental Response, pending or threatenedCompensation, which could reasonably be expected Liability Information System List promulgated pursuant to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of timeCERCLA, or the giving on any comparable list maintained by any state or local governmental authority. For purposes of notice or boththis Agreement, would give rise thereto.(A) "
Appears in 2 contracts
Samples: Subscription Agreement (Liberty Satellite & Technology Inc), Subscription Agreement (Liberty Satellite & Technology Inc)
Environmental Matters. Except as otherwise disclosed in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, neither (a) Neither the Company nor any of its the Company Subsidiaries has been violated since January 1, 2018, nor is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businessesLaw; (iib) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against none of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries under Company Subsidiary (including soils and surface and ground waters) is contaminated with any Hazardous Substance which requires reporting, investigation, remediation, monitoring or other response action by the Company or any Company Subsidiary pursuant to applicable Environmental Laws, or which could give rise to a liability of the Company or any Company Subsidiary under Environmental Laws requiring any workLaws; (c) to the Company’s knowledge, repairs, construction or capital expenditures with respect to any properties or assets none of the Company or any of its Subsidiariesthe Company Subsidiaries is actually, potentially or allegedly liable pursuant to applicable Environmental Laws for any off-site contamination by Hazardous Substances; (d) each of the Company and each Company Subsidiary has all permits, licenses and other authorizations required under applicable Environmental Law (“Environmental Permits”); (e) each of the Company and each Company Subsidiary, and their Products, are in compliance with Environmental Laws and Environmental Permits; and (ivf) no notice with respect neither the Company nor any Company Subsidiary is the subject of any pending or, to the Company’s knowledge, threatened Action alleging any violation or, or liability under, Environmental Laws, in each of the matters referred to in this Section 3(xxiiiforegoing clauses (a)-(f), including any alleged violations by except in each case as, individually or in the Company or any of the Subsidiaries with respect thereto aggregate, has been received by the Company or any of its Subsidiaries, not had and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to NGA all material environmental site assessments, and reports, studies or other evaluations in its possession or reasonable control relating to the knowledge of the Company, there are no grounds any properties currently or conditions which exist, on or under any property now or previously formerly owned, leased or operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoCompany Subsidiary.
Appears in 2 contracts
Samples: Business Combination Agreement and Plan of Reorganization (Lion Electric Co), Business Combination Agreement and Plan of Reorganization (Northern Genesis Acquisition Corp.)
Environmental Matters. Except as otherwise disclosed for those matters that individually or in the Registration Statement, the Time of Sale Disclosure Package aggregate have not had and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect: (i) during the period of ownership or operation by Guidant and its Affiliates of any of their current or former Owned Business Real Property or Leased Business Real Property, there have been no Environmental Releases of Hazardous Materials in, on, under or affecting any properties that would subject the Business to any Liability under any Environmental Law or require any expenditure by the Transferred Subsidiaries or the Business for remediation to meet applicable standards thereunder; (ii) prior to and after, as applicable, the period of ownership or operation by Guidant, and its Affiliates of any of their current or former Owned Business Real Property or Leased Business Real Property, to the knowledge Knowledge of Guidant, there were no Environmental Releases of Hazardous Materials in, on, under or affecting any properties that would subject the Transferred Subsidiaries or the Business to any Liability under any Environmental Law or require any expenditure by the Transferred Subsidiaries or the Business for remediation to meet applicable standards thereunder; (iii) none of the CompanyTransferred Subsidiaries are subject to any indemnity obligation or other contract with any Person relating to obligations or Liabilities under Environmental Laws; and (iv) to the Knowledge of Guidant, there are no grounds facts, circumstances or conditions which existthat would reasonably be expected to form the basis for any investigation, on suit, claim, action, proceeding or under any property now liability against or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, affecting a Transferred Subsidiary or the giving of notice Business relating to or both, would give rise theretoarising under Environmental Laws.
Appears in 2 contracts
Samples: Purchase Agreement (Boston Scientific Corp), Purchase Agreement (Abbott Laboratories)
Environmental Matters. (a) Except as otherwise disclosed set forth on Section 3.18 of the Company Disclosure Schedule or as would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither have a Material Adverse Effect with respect to the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described set forth in the Registration Statement any environmental assessments previously made available to Parent, Merger Sub and ProspectusMerger LLC: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes subsidiaries are in compliance with all applicable Environmental Laws, and possess and are in compliance with all applicable Environmental Permits required under such Environmental Laws to conduct their respective businessesoperate as they presently operate; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under Hazardous Materials at any property now owned or previously owned, operated or leased by the Company or any of its Subsidiariessubsidiaries, on which except in compliance with Environmental Law or under circumstances that are not reasonably likely to result in liability of the Company or any of its subsidiaries under any applicable Environmental Law; (iii) neither the Company nor any of its subsidiaries has received any written notification alleging that it is liable for, or request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar state statute concerning, any release or threatened release of Hazardous Materials at any location, except, in each case, with respect to any such legal proceeding might be commenced with notification or request for information concerning any reasonable likelihood of success such release or threatened release, to the extent such matter has been resolved with the passage appropriate foreign, federal, state or local regulatory authority or otherwise; and (iv) neither the Company nor any of timeits subsidiaries has received any written claim or complaint, or is presently subject to any proceeding, relating to noncompliance with Environmental Laws or any other liabilities pursuant to Environmental Laws, and to the giving knowledge of notice or boththe Company, would give rise theretono such matter has been threatened in writing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integral Systems Inc /Md/), Agreement and Plan of Merger (Kratos Defense & Security Solutions, Inc.)
Environmental Matters. Except as otherwise disclosed described in Section 4.16 of the Disclosure Schedule or as would not, individually or in the Registration Statementaggregate, prevent or materially delay consummation of any of the Time Transactions and would not, individually or in the aggregate, have a Material Adverse Effect, (a) none of Sale Disclosure Package and Prospectus, neither the Company nor any of its the Subsidiaries has been violated or is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas liability under, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants Environmental Law; (collectively, “Environmental Laws”). Without limiting the generality b) none of the foregoing properties (including associated soils and except as otherwise described in the Registration Statement surface and Prospectus: (iground waters and building materials) the Company and each of its Subsidiaries has occupied its properties and has receivedcurrently or formerly owned, handledleased, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous occupied or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against operated by the Company or any Subsidiary are contaminated with any Hazardous Substance; (c) none of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received is actually, potentially or allegedly liable for any off-site contamination by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets Hazardous Substances; (d) none of the Company or any of its the Subsidiaries is in progressactually, pending potentially or threatenedallegedly liable under any Environmental Law, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now contract that allocates or previously ownedassigns liability or responsibility with respect to Environmental Laws or Hazardous Substances (including with respect to pending or threatened liens or claims for damages, operated penalties, fines or leased by contribution) and none of the Company or any of the Subsidiaries has received any notice of such liability; (e) each of the Company and each Subsidiary has all permits, licenses and other authorizations required under any Environmental Law ("Environmental Permits"); (f) each of the Company and each Subsidiary has always been and is in compliance with its SubsidiariesEnvironmental Permits; and (g) neither the execution of this Agreement nor the consummation of the Transactions will require any investigation, on which any such legal proceeding might be commenced remediation or other action with any reasonable likelihood of success or with the passage of timerespect to Hazardous Substances, or any notice to or consent of Governmental Authorities or third parties, pursuant to any applicable Environmental Law or Environmental Permit, including, without limitation, the giving of notice Connecticut Transfer Act or both, would give rise theretothe New Jersey Industrial Site Recovery Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Invivo Corp), Agreement and Plan of Merger (Intermagnetics General Corp)
Environmental Matters. Except as otherwise disclosed for matters that have not had and would not reasonably be expected to have, individually or in the Registration Statementaggregate, a Material Adverse Effect on the Company, (a) no written notice, notification, demand, request for information, citation, summons, complaint or order has been received by, and no action, claim, suit, proceeding or review or, to the knowledge of the Company, investigation is pending or, to the knowledge of the Company or any of its Subsidiaries, threatened by any Person against, the Time Company or any of Sale Disclosure Package its Subsidiaries with respect to any matters relating to or arising out of any Environmental Law, (b) the Company and Prospectusits Subsidiaries have been and are in compliance with all Environmental Laws, including possessing all material permits, authorizations, licenses, exemptions and other governmental authorizations required for its operations under applicable Environmental Laws, (c) with respect to any Leased Real Property currently or formerly owned or leased, as the case may be, by the Company or its Subsidiaries, the Company and its Subsidiaries have not Released Hazardous Materials that have or could reasonably be expected to result in a claim against the Company or its Subsidiaries, and (d) neither the Company nor any of its Subsidiaries has been in material violation ofentered into any agreement that may require them to pay to, reimburse, guarantee, pledge, defend, indemnify or hold harmless any Person from or against any liabilities or costs arising out of or related to the generation, manufacture, use, transportation or disposal of Hazardous Materials, or otherwise arising in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “under Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn America Group Inc), Agreement and Plan of Merger (Penn America Group Inc)
Environmental Matters. Except as otherwise for matters disclosed in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality --------------------- Section 4.15 of the foregoing Company's Disclosure Letter and except as otherwise described for matters that, individually or in the Registration Statement aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company, (a) the properties, operations and Prospectus: (i) activities of the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all applicable Environmental Laws to conduct their respective businessesLaws; (iib) neither the Company nor any of and its Subsidiaries is aware and the properties and operations of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or and its Subsidiaries are not subject to any of its Subsidiariesexisting, and there are no orders, rulings or directives pending or, to the knowledge Knowledge of the Company, threatened against action, suit, investigation, inquiry or proceeding by or before any Court or Governmental Authority under any Environmental Law; (c) all Authorizations, if any, required to be obtained or filed by the Company or any of its Subsidiaries under any Environmental Law in connection with the business of the Company and its Subsidiaries have been obtained or pursuant filed and are valid and currently in full force and effect; (d) there has been no release of any hazardous substance, pollutant or contaminant into the environment by the Company or its Subsidiaries or in connection with their properties or operations; (e) there has been no exposure of any Person or property to any Environmental Laws requiring any workhazardous substance, repairspollutant or contaminant in connection with the properties, construction or capital expenditures with respect operations and activities of the Company and its Subsidiaries; and (f) the Company and its Subsidiaries have made available to any properties or assets of the Acquiror all internal and external environmental audits and studies and all correspondence on substantial environmental matters (in each case relevant to the Company or any of its Subsidiaries; and (iv) no notice with respect to any of in the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets possession of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Halliburton Co), Agreement and Plan of Merger (Numar Corp)
Environmental Matters. Except as otherwise disclosed (i) Each of the Company and its Subsidiaries is, and has been, in the Registration Statementcompliance in all material respects with all Environmental Laws, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been received any communication alleging that the Company or such Subsidiary is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetsmay have liability under, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businessesLaw; (ii) neither each of the Company nor any and its Subsidiaries possesses and is in compliance in all material respects with all Permits required under Environmental Laws (“Environmental Permits”) for the conduct of its Subsidiaries is aware of any unlawful spillsoperations, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or and all such Environmental Permits are presently occurring on or from its properties as a result of any construction on or operation valid and use of its properties, in good standing; (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives material Environmental Claims pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under Subsidiaries; (iv) there has been no Release of or pursuant exposure to any Hazardous Material that would reasonably be expected to form the basis of any material Environmental Laws requiring Claim against the Company or any workof its Subsidiaries or against any person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has, repairsor may have, construction retained or capital expenditures with respect assumed, either contractually or by operation of Law; (v) neither the Company nor any of its Subsidiaries has retained or assumed, either contractually or by operation of Law, any liabilities or obligations that would reasonably be expected to form the basis of any properties material Environmental Claim against the Company or assets any of its Subsidiaries; (vi) neither the Company nor any of its Subsidiaries stores, generates or disposes of Hazardous Materials (other than cleaning supplies used and stored in the ordinary course of store operations) at, on, under, about or from property owned or leased by the Company or any of its Subsidiaries; and (ivvii) there are no notice with respect past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that would reasonably be expected to any form the basis of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by a material Environmental Claim against the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Teavana Holdings Inc), Agreement and Plan of Merger (Starbucks Corp)
Environmental Matters. (a) Except as otherwise disclosed for those matters that individually or in the Registration Statement, aggregate have not had and would not reasonably be likely to have a Material Adverse Effect: (i) during the Time period of Sale Disclosure Package and Prospectus, neither ownership or operation by the Company nor or any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of any of its currently or formerly owned, leased or operated properties and assetsor facilities, there have been no Releases of Hazardous Materials in, on, under, from or affecting any applicable federal, state, municipal, local properties or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) facilities which would subject the Company and each or any of its Subsidiaries has occupied to any liability under any Environmental Law or require any expenditure by the Company or any of its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businessesSubsidiaries thereunder for remediation; (ii) prior to and after, as applicable, the period of ownership or operation by the Company or any of its Subsidiaries of any of its currently or formerly owned, leased or operated properties or facilities, to the Knowledge of the Company, there were no Releases of Hazardous Materials in, on, under, from or affecting any properties or facilities which would subject the Company or any of its Subsidiaries to any liability under any Environmental Law or require any expenditure by the Company or any of its Subsidiaries thereunder for remediation; (iii) neither the Company nor any of its Subsidiaries is aware of subject to any unlawful spills, releases, discharges indemnity obligation or disposal of other Contract with any pollutants, contaminants, hazardous person relating to obligations or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation liabilities under Environmental Laws; and use of its properties, (iiiiv) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge Knowledge of the Company, threatened there are no facts, circumstances or conditions that would reasonably be expected to form the basis for any Action or liability against or affecting the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or arising under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (Per Se Technologies Inc)
Environmental Matters. Except as otherwise disclosed for such matters that, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the are not reasonably likely to have a Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and ProspectusMaterial Adverse Effect: (i) the Company and each of its Subsidiaries has occupied its properties have been and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all applicable Environmental Laws to conduct their respective businessesLaws; (ii) no property owned or operated by the Company or any of its Subsidiaries has been contaminated with any Hazardous Substance (as defined below) in a manner that could be expected to require remediation or other action pursuant to any Environmental Law; (iii) neither the Company nor any of its Subsidiaries is aware of liable for any unlawful spills, releases, discharges Hazardous Substance disposal or disposal of contamination on any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, third-party property; (iiiiv) there are no orders, rulings or directives issued against neither the Company or nor any of its Subsidiaries, and there are no orders, rulings or directives Subsidiaries is the subject of any pending or, to the knowledge of the Company, threatened against investigation relating to any Environmental Law; (v) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; (vi) neither the Company nor any of its Subsidiaries is subject to any order, decree or injunction with any Governmental Entity relating to liability under any Environmental Law or relating to Hazardous Substances; (vii) to the knowledge of the Company there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claim or liability pursuant to any Environmental Law excluding claims or liabilities arising out of or pursuant to any Environmental Laws requiring any work, repairs, construction policies of insurance written or capital expenditures with respect to any properties or assets of issued by the Company or any of its Subsidiaries; and (ivviii) no notice with respect the Company has made available to any Parent copies of the matters referred all material environmental reports and assessments relating to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (21st Century Insurance Group), Agreement and Plan of Merger (American International Group Inc)
Environmental Matters. Except as otherwise disclosed on Section 5.1(n) of the Company Disclosure Letter or except as would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectusreasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties comply and has receivedhave since January 1, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance 2006 complied with all applicable Environmental Laws Laws, and possess and comply with all applicable Environmental Permits required to conduct carry on their respective businessesbusinesses as they are now being conducted; (ii) no Hazardous Materials have been Released to or from any property currently or, to the Knowledge of the Company, formerly owned, leased or operated by the Company or any of its Subsidiaries that would be reasonably expected to result in a liability pursuant to applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries has received any unresolved written notification alleging that it is aware liable for any Release or threatened Release of Hazardous Materials at any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, location; (iiiiv) there are no orders, rulings or directives issued against neither the Company or nor any of its SubsidiariesSubsidiaries has received any written claim or complaint, or is subject to any proceeding, relating to noncompliance with Environmental Laws or any other liabilities pursuant to Environmental Laws, and there are no orders, rulings or directives pending or, such matter has been threatened in writing to the knowledge Knowledge of the Company, threatened against the Company excluding matters that have been fully resolved with no further obligation or any of its Subsidiaries under or pursuant liability reasonably expected to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of be imposed on the Company or any of its Subsidiaries; and (ivv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by neither the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or nor any of its Subsidiaries is in progresshas agreed to indemnify or hold harmless or, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge Knowledge of the Company, there assumed responsibility for any person for any liability or obligation, arising under or relating to Environmental Laws or is subject to any material environmental consent, order, decree or settlement. The representations and warranties set forth in this Section 5.1(n) are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased the sole and exclusive representations made by the Company or any of its Subsidiarieswith respect to Environmental Law, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of timeHazardous Materials, or environmental matters. For purposes of this Agreement, the giving of notice or both, would give rise thereto.following terms shall have the meanings assigned below:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altria Group, Inc.), Agreement and Plan of Merger (Ust Inc)
Environmental Matters. (a) Except as otherwise disclosed would not reasonably be expected to have a Company Material Adverse Effect in the Registration Statementcase of clauses (a)(iii), the Time of Sale Disclosure Package (iv) and Prospectus(v) below (it being agreed that clauses (a)(i) and (ii) below shall not be qualified by a Company Material Adverse Effect), neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: set forth on Schedule 3.17, (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of have received any unlawful spillsmaterial written notice, releasesdemand, discharges request for information by a Governmental Entity, citation, summons, complaint or disposal of order pursuant to Environmental Laws for which the Company or any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesSubsidiaries has or may have retained or assumed liability, (iiiii)(A) there are no ordersmaterial action, rulings claim, suit, or directives issued against proceeding brought by any person pursuant to Environmental Law is pending, and (B) to the Knowledge of the Company or any of its Subsidiaries, no material investigation or review under Environmental Laws is pending and there are no ordersmaterial action, rulings claim, suit, proceeding, investigation or directives pending orreview under Environmental Law is threatened by any person against, to the knowledge Company or any of the Companyits Subsidiaries, threatened against in each case (A) and (B), for which the Company or any of its Subsidiaries has or may have retained or assumed liability; (iii)(A) the Company and its Subsidiaries have been and are in compliance with all Environmental Laws, including possessing all permits, authorizations, licenses, exemptions and other governmental authorizations required for its operations under Environmental Laws, and (B) to the knowledge of the Company and its Subsidiaries, there is no reasonable basis to believe, based on current operations, that such authorizations will not be granted or pursuant extended in the ordinary course or that any grant or extension would cause the Company or Subsidiaries to materially limit future operations of the business or incur a material operating expense except for operating expenses arising in the ordinary course of business consistent with past practice; (iv) the Company and its Subsidiaries do not have any Environmental Laws requiring any workLiabilities and, repairs, construction or capital expenditures with respect to any properties or assets the Knowledge of the Company or any of its Subsidiaries; and , no existing facts, circumstances or conditions relating to, arising from, or associated with (ivA) no notice with respect to any of the matters referred to in this Section 3(xxiii)real property currently or formerly owned, including any alleged violations operated or leased by the Company or its Subsidiaries or operations thereon or (B) any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of person whose liability the Company or any of its Subsidiaries is in progress, pending has or threatened, which could may have retained or assumed either contractually or by operation of law would reasonably be expected to result in Environmental Liabilities; (v) with respect to any real property currently or formerly owned, operated or leased by the Company or its Subsidiaries, (A) there have a Material Adverse Effectbeen no Releases of Hazardous Materials by the Company or any Subsidiary except in compliance, in all material respects, with applicable Environmental Laws, and (B) there have been no Releases of Hazardous Materials that have or are reasonably likely to the knowledge result in a liability of the CompanyCompany or its Subsidiaries under the Environmental Laws; (vi) no real property currently or formerly owned or leased by the Company or its Subsidiaries is listed on the National Priorities List or any other public list, schedule, log, inventory or record maintained by any governmental agency with respect to sites from which there are no grounds has been a Release or conditions which exist, threatened Release of Hazardous Materials; and (vii) neither the Company nor any Subsidiary owns or operates any underground or aboveground storage tanks located on or under any real property now or previously currently owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoSubsidiary.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Guilford Pharmaceuticals Inc), Agreement and Plan of Merger (Mgi Pharma Inc)
Environmental Matters. Except as otherwise disclosed would not reasonably be expected to be, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither material to the Company nor any of its Subsidiaries has been in material violation ofand the Company Subsidiaries, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants taken as a whole: (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: a) (i) the Company and each of its Subsidiaries no written notice, order, request for information, complaint or penalty has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against been received by the Company or any of its SubsidiariesCompany Subsidiary either in the past three years or which is unresolved and (ii) no action, and there are no orders, rulings suit or directives proceeding is pending against or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that, in the case of its Subsidiaries each of the foregoing clauses (i) and (ii), alleges or identifies any actual or potential violation of or liability under or pursuant to any Environmental Laws requiring any workLaw, repairsand, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, no investigation of the Company or any Company Subsidiary related to any potential liability pursuant to Environmental Law is pending, (b) each of the Company and the Company Subsidiaries have all the Permits required by applicable Environmental Law (“Environmental Permits”) and are, and for the past three years have been, in compliance with the terms of such Permits and with all applicable Environmental Law, (c) there are has been no grounds Release of, threatened Release of, or conditions which existexposure of any Person to, on any Hazardous Materials by the Company, any Company Subsidiary or, to the knowledge of the Company, by another Person at, on, under or under any property now from the properties currently or previously formerly owned, leased or operated or leased by the Company or any Company Subsidiary, (d) neither the Company nor any Company Subsidiary has retained or assumed, by contract, operation of its SubsidiariesApplicable Law or otherwise, on which any such legal proceeding might be commenced liabilities or obligations of third parties under any Environmental Law, and (e) except as has been made available to Buyer, no final, written phase I or phase II environmental site assessment report in connection with any reasonable likelihood real property currently or formerly owned, leased or operated by the Company or any Company Subsidiary, no Environmental Permits, and no other material documents related to Environmental Matters (defined below) are in the possession, custody or control of success the Company or with any Company Subsidiary. The representations and warranties set forth in this Section 3.21, as well as Sections 3.03 and 3.09, are the passage sole and exclusive representations and warranties of timethe Company pertaining to or relating to matters arising under Environmental Law or other environmental matters (“Environmental Matters”), and no other representation or warranty of the giving of notice Company set forth in this Agreement shall be read or both, would give rise theretoconstrued so as to address Environmental Matters.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Actua Corp), Agreement and Plan of Merger (Actua Corp)
Environmental Matters. Except as otherwise disclosed set forth in the Registration Statement, the Time Section --------------------- 3.20 of Sale Disclosure Package and Prospectus, neither the Company nor any of its Disclosure Schedule, (a) the Company and the Company Subsidiaries has been are in compliance in all material violation of, in connection respects with the ownership, use, maintenance or operation of its properties and assets, any all applicable federal, state, municipalinterstate, local or and foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, laws and regulations relating to environmental, health, pollution or protection or preservation of human health or safety matters or hazardous the environment, including, without limitation, laws and regulations relating to emissions, discharges, releases or toxic substances or wastesthreatened releases of chemicals, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic wastes, radioactive materials, controlled toxic or dangerous hazardous substances or wastes in hazardous waste, petroleum and petroleum products, asbestos or asbestos- containing materials, polychlorinated biphenyls, radon, or lead or lead-based paints or materials ("Materials of Environmental Concern"), or otherwise ---------------------------------- relating to the manufacture, processing, distribution, use, treatment, generation, storage, containment (whether above ground or underground), disposal, transport or handling of Materials of Environmental Concern, or the preservation of the environment or mitigation of adverse effects thereon (collectively, "Environmental Laws"), and including, but not limited to, ------------------ possession of all, and compliance with all any, permits or other governmental authorizations required under applicable Environmental Laws or the terms and conditions thereof, except where noncompliance with Environmental Laws or failure to conduct their respective businessespossess or comply with permits or other governmental authorizations is not reasonably likely to have a Company Material Adverse Effect; (iib) neither the Company nor any Company Subsidiary has received any communication or notice, whether from a governmental authority or any other person, alleging any violation of its Subsidiaries or noncompliance with any Environmental Laws by the Company or any Company Subsidiary or for which any of them is aware responsible, and there is no pending or, to the Company's knowledge or to the knowledge of any unlawful spillsCompany Subsidiary, releasesno threatened claim, discharges action, investigation or disposal notice against or involving the Company or any Company Subsidiary or for which any of them is responsible by any person or entity alleging potential liability for investigatory, cleanup or governmental response costs, or natural resources or property damages, or personal injuries, attorneys' fees or penalties relating to (i) the presence, or release into the environment, of any pollutantsMaterials of Environmental Concern at any location, contaminantsor (ii) any violation, hazardous or toxic materialsalleged violation, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result circumstances forming the basis of any construction on such violation of any Environmental Law (collectively, "Environmental Claims"), against the Company or operation and use of its properties-------------------- any Company Subsidiary except where such notices, communications or Environmental Claims would not have a Company Material Adverse Effect; (iiic) to the Company's knowledge, there are no orders, rulings past or directives issued present facts or circumstances that are reasonably likely to form the basis of any Environmental Claim against the Company or any of its Subsidiaries, and there are no orders, rulings Company Subsidiary or directives pending or, to the knowledge of the Company, threatened against any person or entity whose liability for any Environmental Claim the Company or any of its Subsidiaries under such Company Subsidiary have retained or pursuant to any Environmental Laws requiring any work, repairs, construction assumed either contractually or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progresslaw, pending or threatenedexcept where such Environmental Claim, which could reasonably be expected to if made, would not have a Company Material Adverse Effect; (d) all underground storage tanks, and to the knowledge capacity and contents of the Companysuch tanks, there are no grounds or conditions which exist, located on or under any property now or previously owned, operated or leased by the Company or any Company Subsidiary are identified in Section 3.20 of its Subsidiariesthe Company Disclosure Schedule; and (e) all properties formerly owned or operated by the Company or any Company Subsidiary, on which any such legal proceeding might be commenced with any reasonable likelihood affiliate or predecessor thereof are identified in Section 3.20 of success or with the passage of time, or the giving of notice or both, would give rise theretoCompany Disclosure Schedule.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Cheap Tickets Inc)
Environmental Matters. (a) Except as otherwise disclosed set forth in the Registration StatementSchedule 3.15, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described for any matter that would not reasonably be expected to result in the Registration Statement and Prospectusa Material Adverse Effect: (i) The Company and its Subsidiaries and their businesses, operations and properties are in compliance with, and the Company and each of its Subsidiaries has occupied its properties and has receivedhave no liability under, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all any applicable Environmental Laws to conduct their respective businessesLaw; (ii) neither the The Company nor any of and its Subsidiaries is aware have obtained (or applied for, with a reasonable likelihood of any unlawful spillsobtaining) all Environmental Permits required for the conduct of their businesses and operations, releasesand the ownership, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiestheir property, under Environmental Law, and all such Environmental Permits are valid and in good standing; (iii) there are There has been no ordersRelease or, rulings to the Knowledge of the Company, threatened Release of Hazardous Material on, at, under or directives issued against from any property or facility presently or, to the Knowledge of the Company, formerly owned, leased or operated by the Company and its Subsidiaries or any of their predecessors in interest that would reasonably be expected to result in an Environmental Liability to the Company and its Subsidiaries, and there are ; (iv) There is no orders, rulings or directives Environmental Liability pending or, to the knowledge Knowledge of the Company, threatened against the Company and its Subsidiaries, or any of relating to the properties currently or formerly owned, leased or operated by the Company and its Subsidiaries under or pursuant their predecessors in interest or relating to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets the operations of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge Knowledge of the Company, there are no grounds actions, activities, circumstances, conditions, events or conditions which exist, on incidents that could reasonably be expected to form the basis of such an Environmental Liability; and (v) No Person with an indemnity or under any property now or previously owned, operated or leased by contribution obligation to the Company and its Subsidiaries relating to compliance with or any of its Subsidiaries, on which any liability under Environmental Law is in default with respect to such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoobligation.
Appears in 2 contracts
Samples: Investment Agreement (Savitr Capital, LLC), Investment Agreement (Molecular Insight Pharmaceuticals, Inc.)
Environmental Matters. Except as otherwise disclosed for such matters that would not, individually or in the Registration Statementaggregate, reasonably be likely to have a RMT Partner Material Adverse Effect: (a) each of RMT Partner and its Subsidiaries has since July 1, 2018 been in compliance with all applicable Environmental Laws, (b) the Time environmental conditions at the properties currently owned, leased or operated by RMT Partner or any of Sale Disclosure Package its Subsidiaries (including soils, groundwater and Prospectussurface water), and, to the Knowledge of RMT Partner, any formerly owned, leased or operated properties, are not contaminated with any Hazardous Substance that has or would reasonably be likely to result in RMT Partner or any of its Subsidiaries incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law, (c) neither RMT Partner nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the Company release or threat of release of any Hazardous Substance that has or would reasonably be likely to result in RMT Partner or any Subsidiary incurring liability under any applicable Environmental Law, (d) neither RMT Partner nor any of its Subsidiaries has been in material violation ofreceived any written notice, in connection with the ownershipdemand, useletter, maintenance claim or operation of its properties and assets, request for information alleging that RMT Partner or any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has receivedmay be in violation of or subject to liability under any Environmental Law, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (iie) neither the Company RMT Partner nor any of its Subsidiaries is aware subject to any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law and (f) to the Knowledge of any unlawful spillsRMT Partner, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company other environmental conditions involving RMT Partner or any of its Subsidiaries under or pursuant that would reasonably be likely to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect result in a liability to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company RMT Partner or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected pursuant to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Discovery, Inc.), Agreement and Plan of Merger (At&t Inc.)
Environmental Matters. Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse EffectEffect on Delta and its Subsidiaries, taken as a whole, (i) the operations of Delta and its Subsidiaries are, and to at all times since January 1, 2005 have been, in compliance with all applicable Environmental Laws, including possession and compliance with the knowledge terms of the Companyall licenses, permits, registrations, approvals, certifications and consents required by Environmental Laws, (ii) there are no grounds pending or, to the Knowledge of Delta, threatened suits, actions, investigations or conditions which existproceedings under or pursuant to Environmental Laws against Delta or any of its Subsidiaries or, on to the Knowledge of Delta, involving any real property currently or under any property now or previously formerly owned, operated or leased or other sites at which Hazardous Materials were disposed of, or allegedly disposed of, by the Company Delta or any of its Subsidiaries, on which (iii) Delta and its Subsidiaries have received no written allegations of any such legal proceeding might be commenced Environmental Liabilities, and, to the Knowledge of Delta, no facts, circumstances or conditions relating to, arising from, associated with any reasonable likelihood of success or with attributable to the passage of timeoperations of, or any real property currently or formerly owned, operated or leased by, Delta or any of its Subsidiaries, has resulted in or would reasonably be expected to result in Environmental Liabilities, or in any other obligations under any Environmental Laws, and (iv) to the giving Knowledge of notice Delta, all real property owned or both, operated by Delta or any of its Subsidiaries is free of contamination from Hazardous Materials that would give rise theretohave an adverse effect on human health or the environment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delta Air Lines Inc /De/), Agreement and Plan of Merger (Northwest Airlines Corp)
Environmental Matters. Except as otherwise disclosed for matters that would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectushave a Material Adverse Effect: (i) the Company and each there has been no Release of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against Hazardous Substances by the Company or any of its SubsidiariesSubsidiaries that remains outstanding on any real property currently or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any of its Subsidiaries requiring notice or remedial action by the Company or any of its Subsidiaries under applicable Environmental Law and there are no ordersreal property currently or, rulings to the knowledge of the Company, formerly owned, leased or directives operated by the Company or any Subsidiary thereof is contaminated with any Hazardous Substances requiring notice or remedial action by the Company or any of its Subsidiaries under Environmental Law; (ii) no judicial or administrative proceeding, order, judgment, decree, settlement or, to the knowledge of the Company, investigation is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under alleging violations of Environmental Laws; (iii) the Company and its Subsidiaries have not received in writing any claims, notices or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets correspondence that remains outstanding alleging liability of the Company or any Subsidiary under any Environmental Law for Releases or threatened Releases of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii)Hazardous Substances on real property currently or formerly owned, including any alleged violations by the Company leased or any of the Subsidiaries with respect thereto has been received operated by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under liability for any off-site disposal of Hazardous Substances or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased contamination by the Company or any Subsidiary; and (iv) the business and operations of the Company and its SubsidiariesSubsidiaries comply in all material respects with applicable Environmental Laws and the Company and its Subsidiaries have obtained all material permits, on which any authorizations and licenses relating to Environmental Laws necessary for the operation of their businesses; all such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of timepermits, or the giving of notice or both, would give rise thereto.authorizations and licenses are
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Luxottica Group Spa), Agreement and Plan of Merger (Oakley Inc)
Environmental Matters. Except as otherwise disclosed described in the Registration Statement, the Time Section 3.15 of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and ProspectusDisclosure Schedule: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (iia) neither the Company nor its Subsidiary has violated in any of its Subsidiaries material respect or is aware in material violation of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, Environmental Law; (iiib) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against none of the properties (including buildings and structures) currently or formerly owned, leased or operated by the Company or its Subsidiary (including, without limitation, soils and surface and ground waters) are contaminated with any Hazardous Substance; (c) to the Company’s knowledge, neither the Company nor its Subsidiary is liable or alleged to be liable for any off-site contamination by Hazardous Substances including, without limitation, any material liability for any Hazardous Substance disposal or contamination on any other third-party property; (d) the Company and its Subsidiary do not have any knowledge of any facts that could reasonably be believed to lead to liability to the Company or its Subsidiaries Subsidiary for handling or disposal of Hazardous Substances involving the Company or its Subsidiary, or any property owned or operated thereby; (e) neither the Company nor its Subsidiary is actually or, to the Company’s knowledge, allegedly liable under or pursuant to any Environmental Laws requiring Law; (f) each of the Company and its Subsidiary has all material permits, licenses and other authorizations required under any workEnvironmental Law (“Environmental Permits”); (g) each of the Company and its Subsidiary has always been and is in material compliance with its Environmental Permits; (h) within the last six (6) years, repairsthe Company and its Subsidiary have not received any written or oral notice, construction demand letter, claim or capital expenditures with respect to request for information alleging any properties violation of, or assets liability of the Company or its Subsidiary under, any of Environmental Law; (i) the Company and its SubsidiariesSubsidiary are not subject to any written order, decree, injunction or other agreement with any Governmental Authority or any third party relating to any liability under or noncompliance with any Environmental Law; and (ivj) no notice with respect the Company and its Subsidiary have made available to any Parent copies of the matters referred all material environmental reports and correspondence in its possession relating to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company its Subsidiary or any of its Subsidiaries, and no writ, injunction, order currently or judgment is outstanding, and no legal proceeding under formerly owned or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoproperty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Navarre Corp /Mn/), Agreement and Plan of Merger (Navarre Corp /Mn/)
Environmental Matters. (a) Except as otherwise disclosed set forth in the Registration StatementCompany SEC Documents filed prior to the date hereof and with such exceptions as, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance individually or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: aggregate, would not be reasonably likely to have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries no written notice, notification, demand, request for information, citation, summons, complaint or order has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiariesbeen received by, and there are no ordersinvestigation, rulings action, claim, suit, proceeding or directives review is pending or, to the knowledge of the Company, threatened by any Person against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writpenalty has been assessed or outstanding consent decree or order issued by a court, injunctiongovernmental body, order agency, authority or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of tribunal against the Company or any of its Subsidiaries, in each case, with respect to any matters arising out of any Environmental Law; (ii) the Company and its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effectare, and since January 1, 2018 have been, in compliance with all Environmental Laws; (iii) (x) the Company and each of its Subsidiaries have obtained and have been and are in compliance with all permits, licenses, certifications, variations, exemptions, orders, franchises and approvals of all governmental bodies, agencies and authorities required under Environmental Laws for the conduct of their respective businesses as presently conducted (the “Company Environmental Permits”) and (y) all Company Environmental Permits are in full force and effect, and the Company has no written notice or knowledge that such Company Environmental Permits will not be renewed in the ordinary course after the Effective Time. No governmental body, agency or authority has begun, or to the knowledge of the Company, threatened in writing to begin, any action to terminate, cancel or reform any Company Environmental Permit; (iv) to the knowledge of the Company, there are no grounds Hazardous Substances at, in, under or conditions which exist, on migrating to or under any property now or previously owned, operated from properties owned or leased by the Company or any Subsidiary that require investigation, control, monitoring, removal or remediation under Environmental Laws; and (v) there has been no environmental investigation, study, audit, review, or other analysis conducted since January 1, 2018 prepared by or for the Company or that are otherwise in the possession, custody or control of the Company or its subsidiaries, addressing potentially material environmental liabilities with respect to any current or prior business of the Company or any of its SubsidiariesSubsidiaries or any property or facility now or previously owned, on leased or operated by the Company or any of its Subsidiaries which has not been made available to Parent prior to the date hereof, excluding routine environmental monitoring conducted by the Company in the ordinary course of operations. Except with respect to Section 3.7(d), Section 3.8, Section 3.9, Section 3.11, Section 3.12 and Section 3.21, this Section 3.18 contains the sole and exclusive representations and warranties of the Company with respect to environmental matters, including with respect to Hazardous Substances, Company Environmental Permits, and any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of timeother matter relating to compliance with, or the giving of notice or bothliabilities under, would give rise theretoEnvironmental Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Noble Energy Inc), Agreement and Plan of Merger (Noble Energy Inc)
Environmental Matters. Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, reasonably be expected to be a Company Material Adverse Effect, (A) the Time Company and its Subsidiaries have complied at all times since the Applicable Date, with all applicable Environmental Laws; (B) no property (including soils, groundwater, surface water, buildings and surface and subsurface strata or structures) currently or, to the Knowledge of Sale Disclosure Package and Prospectusthe Company, formerly owned, operated or utilized by the Company or any of its Subsidiaries has been contaminated with any Hazardous Substance requiring remediation or other action pursuant to any Environmental Law; (C) neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance incurred any liability for any Hazardous Substance disposal or operation of its properties and assets, contamination on any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businessesthird party property; (iiD) neither the Company nor any of its Subsidiaries is aware of has received any unlawful spillsnotice, releasesdemand, discharges letter, claim or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes request for information alleging that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progressviolation of or subject to liability under any Environmental Law; (E) neither Company nor any of its Subsidiaries is subject to any order, pending decree, injunction, settlement or threatened, which could reasonably be expected other agreement with any Governmental Entity or any indemnity or other agreement with any third party assigning or otherwise imposing liability or obligations relating to have a Material Adverse Effect, any Environmental Law; and (F) to the knowledge Knowledge of the Company, there are no grounds other conditions or conditions which exist, on or under any property now or previously owned, operated or leased by occurrences involving the Company or any of its SubsidiariesSubsidiaries that would reasonably be expected to result in any claim, on which liability or investigation of the Company or any such legal proceeding might be commenced with of its Subsidiaries pursuant to any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andeavor), Agreement and Plan of Merger (Marathon Petroleum Corp)
Environmental Matters. Except as otherwise disclosed in the Registration Statementhas not had, the Time of Sale Disclosure Package and Prospectuswould not reasonably be expected to have, neither the a Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and ProspectusMaterial Adverse Effect: (ia) the Company and each of its Subsidiaries has occupied its properties are, and has receivedsince January 1, handled2019, usedhave been, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businessesand Environmental Permits (including obtaining and maintaining all such Environmental Permits); (iib) neither the Company nor any of its Subsidiaries is aware of any unlawful spillssince January 1, releases2019 (or earlier if unresolved), discharges no notice, report, order, directive or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against other information has been received by the Company or any of its SubsidiariesSubsidiaries alleging any violation of, and there are or liability arising out of, any Environmental Law; (c) no orders, rulings or directives Legal Proceeding is pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Subsidiaries under relating to a violation of, or pursuant to liability under, any Environmental Laws requiring Law; (d) neither the Company nor any workof its Subsidiaries has transported, repairsmanufactured, construction distributed, sold, handled, stored, treated, released, disposed or capital expenditures with respect arranged for disposal of, or exposed any Person to, any Hazardous Materials, or owned or operated any real property or facility contaminated by any Hazardous Materials, in each case, that has resulted, or would reasonably be expected to any properties result, in an investigation or assets of required cleanup by, or other liability (contingent or otherwise) for, the Company or any of its Subsidiaries; and (ive) no notice the Company and its Subsidiaries have not assumed, provided an indemnity with respect to or otherwise become subject to the liability of any other Person relating to Environmental Laws. The Company has made available to Purchaser copies of all environmental reports, audits and assessments and all other material documents bearing on environmental, health or safety matters relating to the matters referred to in this Section 3(xxiii)Company, including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progresstheir current or former facilities, pending properties or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretooperations.
Appears in 2 contracts
Samples: Purchase Agreement (Fluidigm Corp), Purchase Agreement (Fluidigm Corp)
Environmental Matters. (a) Except as otherwise disclosed set forth in Section 5.15 of the Company Disclosure Schedule or as would not, individually or in the Registration Statementaggregate, reasonably be expected to have a Material Adverse Effect on the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and ProspectusCompany: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes have conducted their business in compliance with all applicable Environmental Laws to conduct Laws, including having all permits, licenses and other approvals and authorizations necessary for the operation of their respective businessesbusiness as presently conducted; (ii) neither the Company nor and its Subsidiaries have not received any notices, demand letters or requests for information from any Governmental Entity, which has not heretofore been resolved with such Governmental Entity, indicating that the Company or any of its Subsidiaries is aware of may be in violation of, or liable under, any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, Environmental Law; (iii) there are no orderscivil, rulings criminal or directives issued against the Company administrative actions, suits, demands, claims, hearings, investigations or any of its Subsidiaries, and there are no orders, rulings proceedings pending or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant relating to any violation of or liability under, or alleged violation of or liability under, any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of Law; (iv) neither the Company or nor any of its SubsidiariesSubsidiaries has disposed of Hazardous Substances at a location that requires remediation under Environmental Laws; and (ivv) there has been no notice with respect to Release of Hazardous Substances which requires remediation under Environmental Laws at any of the matters referred to in this Section 3(xxiii), including any alleged violations property currently owned or operated by the Company or its Subsidiaries, nor, to the Company's knowledge has there been a Release of Hazardous Substances that requires remediation under Environmental Laws at any of the Subsidiaries with respect thereto has been received property formerly owned or operated by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending during the period of such ownership or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretooperation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Titan Corp), Merger Agreement (L 3 Communications Holdings Inc)
Environmental Matters. (a) Except as otherwise disclosed would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating reasonably be expected to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing have a Material Adverse Effect and except as otherwise described set forth in the Registration Statement environmental assessments previously made available to Parent and ProspectusMerger Sub: (i) the Company and each of its the Significant Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all applicable Environmental Laws, and possess and are in compliance with all applicable Environmental Permits required under such Environmental Laws to conduct their respective businessesoperate as they presently operate; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under Materials of Environmental Concern at any property now owned or previously owned, operated or leased by the Company or any of its the Significant Subsidiaries, on which except under circumstances that are not reasonably likely to result in liability of the Company or any of the Significant Subsidiaries under any applicable Environmental Law; (iii) neither the Company nor any of the Significant Subsidiaries has received any written notification alleging that it is liable for, or request for information pursuant to Section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar state statute, concerning any release or threatened release of Materials of Environmental Concern at any location except, with respect to any such legal proceeding might be commenced with notification or request for information concerning any reasonable likelihood of success such release or threatened release, to the extent such matter has been resolved with the passage appropriate foreign, federal, state or local regulatory authority or otherwise; and (iv) neither the Company nor any of timethe Significant Subsidiaries has received any written claim or complaint, or is presently subject to any proceeding, relating to noncompliance with Environmental Laws or any other liabilities pursuant to Environmental Laws and, to the giving knowledge of notice or boththe Company, would give rise theretono such matter has been threatened in writing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harbin Electric, Inc), Agreement and Plan of Merger (Harbin Electric, Inc)
Environmental Matters. Except as otherwise disclosed in the Registration StatementCompany Reports prior to the date hereof, except as disclosed in Section 6.1(l) of the Time of Sale Company Disclosure Package Letter and Prospectusexcept for such matters that, alone or in the aggregate, will not have a Company Material Adverse Effect, (i) the Company and its Subsidiaries have complied with all applicable Environmental Laws; (ii) the properties presently or formerly owned or operated by the Company or its Subsidiaries (including soil, groundwater or surface features and buildings or structures thereon) (the "Properties") do not contain any Hazardous Substances (as defined below) other than as permitted under applicable Environmental Law, do not, and have not, contained any underground storage tanks; (iii) neither the Company nor any of its Subsidiaries has been received any claims, notices, demand letters or requests for information alleging that the Company may be in material violation of, or liable under, any Environmental Law and none of the Company, its Subsidiaries or the Properties are subject to any agreement, order or decree involving liability under any Environmental Law; (iv) no Hazardous Substance has been disposed of or released on any of the Properties; (v) the Company and Subsidiaries are not subject to liability for any off-site disposal or contamination; and (vi) there are no other circumstances involving the Company or its Subsidiaries that could be expected to result in connection with any claims, liability, costs or losses or any restrictions on the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware transfer of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or Property pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Px Acquisition Corp), Agreement and Plan of Merger (Px Acquisition Corp)
Environmental Matters. Except as otherwise disclosed (a) Neither the Company nor any of the Subsidiaries has violated since January 1, 2019, nor are they in violation of, applicable Environmental Law or Environmental Permits; (b) to the Registration Statementknowledge of the Company, none of the Time properties currently or formerly owned, leased or operated by the Company or any Subsidiary (including, without limitation, soils and surface and ground waters) are contaminated with, or have had a release of, any Hazardous Materials at or affecting such properties which requires reporting, investigation, remediation, monitoring or other response action by the Company or any Subsidiary pursuant to applicable Environmental Laws, or which could give rise to a liability of Sale Disclosure Package the Company or any Subsidiary under Environmental Laws; (c) to the Company’s knowledge, none of the Company or any of the Subsidiaries is actually, potentially or allegedly liable pursuant to applicable Environmental Laws for any off-site contamination by Hazardous Materials; (d) each of the Company and Prospectuseach Subsidiary has all permits, licenses and other authorizations required of the Company under applicable Environmental Law (“Environmental Permits”); (e) each of the Company and each Subsidiary, and their Products, are in compliance with Environmental Laws and Environmental Permits in all respects; (f) neither the Company nor any Subsidiary is the subject of its Subsidiaries has been in material any pending or threatened action alleging any violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, healthor, or safety matters or hazardous or toxic substances or wastesliability under, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and , except in each case as otherwise described in the Registration Statement and Prospectus: (i) the would not have a Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businessesMaterial Adverse Effect; (iig) neither the Company nor any of its the Subsidiaries has entered into any consent decree, settlement agreement, or order pursuant to any Environmental Law, nor is aware of a party to any unlawful spillsjudgment, releases, discharges decree or disposal of judicial or administrative order pursuant to any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation applicable Environmental Law; and use of its properties, (iiih) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company no site or any of its Subsidiaries under property to or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by at which the Company or any of the Subsidiaries with respect thereto directly or indirectly (through a sub-contractor) transported or disposed, or arranged for the transportation or disposal, of a Hazardous Materials is currently undergoing investigation, remediation or other response action under applicable Environmental Law. The Company has been received provided all environmental site assessments, reports, studies or other evaluations in its possession or constructive control relating to any properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoSubsidiary.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TRxADE HEALTH, INC), Agreement and Plan of Merger (TRxADE HEALTH, INC)
Environmental Matters. Except as otherwise disclosed for those matters (x) that would not, individually or in the Registration Statementaggregate, the Time reasonably be likely to result in a Company Material Adverse Effect, or (y) set forth on Section 4.18 of Sale Disclosure Package and Prospectus, neither the Company nor any Disclosure Schedule, (a) each of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its the Company Subsidiaries has occupied its properties is, and has receivedbeen, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; Laws, (iib) neither each of the Company nor any of its and the Company Subsidiaries holds all Permits required by applicable Environmental Laws and is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesin compliance with such Permits, (iiic) there are is no ordersinvestigation, rulings suit, claim or directives issued against the Company proceeding relating to or any of its Subsidiaries, and there are no orders, rulings or directives pending orarising under Environmental Laws that is, to the knowledge Knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by affecting the Company or any of the Company Subsidiaries with respect thereto has been received by the Company or any of its Subsidiariesreal property currently or, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge Knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously formerly owned, operated or leased by the Company or any of its Subsidiariesthe Company Subsidiaries which could reasonably be expected to result in the Company or any of the Company Subsidiaries incurring Environmental Liabilities, (d) neither the Company nor any of the Company Subsidiaries has received any written notice of or entered into or assumed by Contract or operation of Law or otherwise, any known obligation, liability, order, settlement, judgment, injunction or decree relating to or arising under any Environmental Law, (e) to the Knowledge of the Company, no property currently or formerly owned, operated or leased by the Company or any of the Company Subsidiaries or any property to or at which the Company or any of the Company Subsidiaries transported or arranged for the disposal or treatment of Hazardous Materials has, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (CERCLA) or any similar state law, been placed, or is proposed to be placed, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of timeNational Priorities List, or any similar state list of known or suspected contaminated sites, and (f) none of the giving transactions contemplated hereby requires notice to and approval of notice any Governmental Entity with jurisdiction over Environmental Laws. Section 4.18 of the Company Disclosure Schedule sets forth a true and complete list of all Proceedings and investigations to which the Company or bothany Company Subsidiary was a party or subject since January 1, would give rise thereto2012 relating to any Environmental Laws or Environmental Liabilities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ntelos Holdings Corp.), Agreement and Plan of Merger (Shenandoah Telecommunications Co/Va/)
Environmental Matters. (a) Except as otherwise set forth in Section 3.19(a) of the Company Disclosure Schedule, as disclosed in the Registration Statement, Company SEC Reports filed prior to the Time date of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, healththis Agreement, or safety matters except as, individually or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectusaggregate, would not reasonably be expected to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has occupied its properties subsidiaries comply, and has received, handled, used, stored, treated, shipped and disposed during the term of all pollutantsapplicable statutes of limitation complied with or, contaminantsin each case, hazardous or toxic materialshas received a written waiver of the requirements of, controlled or dangerous substances or wastes in compliance all applicable Environmental Laws (as defined below) and with all applicable Environmental Laws to conduct their respective businessesPermits (as defined below); (ii) there are no Materials of Environmental Concern (as defined below) at any property or facility currently or formerly owned, leased or operated by the Company or any of its subsidiaries, under circumstances that would reasonably be expected to require notification, investigation or cleanup or to result in liability of the Company or any of its subsidiaries under any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries subsidiaries has received any written notification alleging that it is aware liable for, or any request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act, or similar state statute concerning, any unlawful spills, releases, discharges release or disposal threatened release of Materials of Environmental Concern at any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, location; (iiiiv) there are no orders, rulings or directives issued against neither the Company or nor any of its Subsidiariessubsidiaries has received any written claim, notice or complaint, or is or has been subject to any proceeding, relating to noncompliance with Environmental Laws or any other liabilities or obligations arising from Materials of Environmental Concern or pursuant to Environmental Laws, and there are no orders, rulings or directives pending or, such matter has been threatened to the knowledge of the Company, threatened against ; and (v) neither the Company or nor any of its Subsidiaries subsidiaries has assumed any liability under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reebok International LTD), Agreement and Plan of Merger
Environmental Matters. Except as otherwise disclosed would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectusto have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its the Company Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of have all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws environmental permits which are necessary to enable them to conduct their respective businesses; businesses as they are being conducted on the date of the Original Agreement without violating any Environmental Laws, (ii) neither the Company nor any of its the Company Subsidiaries is aware has received any notice of material noncompliance or material liability under any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesEnvironmental Law, (iii) neither the Company nor any of the Company Subsidiaries has performed any acts, including, but not limited to, releasing, storing or disposing of hazardous materials, there are is no orderscondition on any property owned or leased by the Company or a Company Subsidiary, rulings and there was no condition on any property formerly owned or directives issued against leased by the Company or a Company Subsidiary while the Company or a Company Subsidiary owned or leased that property, that could result in liability by the Company or a Company Subsidiary under any Environmental Law and (iv) neither the Company nor any of the Company Subsidiaries is subject to any order of any Governmental Entity requiring the Company or any of its Subsidiariesthe Company Subsidiaries to take, or refrain from taking, any actions in order to comply with any Environmental Law and there are no orders, rulings action or directives proceeding seeking such an order is pending or, to the knowledge insofar as any officer of the CompanyCompany or any of the Company Subsidiaries is aware, threatened against the Company or any of its Subsidiaries under the Company Subsidiaries. As used in this Agreement, the term“Environmental Law” means any United States, Puerto Rico or pursuant other national, state or local law, rule, regulation, guideline or other legally enforceable requirement of a Governmental Entity relating to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets protection of the Company environment or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or environmental conditions which exist, on affect human health or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretosafety.
Appears in 2 contracts
Samples: Investment Agreement (First Bancorp /Pr/), Investment Agreement (First Bancorp /Pr/)
Environmental Matters. (a) Except as otherwise disclosed for any such matter that would not, individually or in the Registration Statementaggregate, the Time of Sale Disclosure Package and Prospectus, neither the reasonably be expected to have a Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and ProspectusMaterial Adverse Effect: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of have complied at all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance times with all applicable Environmental Laws to conduct their respective businessesLaws; (ii) no property currently or formerly owned or operated by the Company or any of its Subsidiaries (including soils, groundwater, surface water, buildings and surface and subsurface structures) is contaminated with any Hazardous Substance; (iii) neither the Company nor any of its Subsidiaries is aware of subject to liability for any unlawful spills, releases, discharges Hazardous Substance disposal or disposal of contamination on any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, third party property; (iiiiv) there are no orders, rulings or directives issued against neither the Company or nor any of its SubsidiariesSubsidiaries has received any notice, and there are no ordersdemand, rulings letter, claim or directives pending or, to the knowledge of the Company, threatened against request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of Law; (v) neither the Company or nor any of its Subsidiaries; and (iv) no notice with respect Subsidiaries is subject to any of the matters referred to in this Section 3(xxiii)order, including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writdecree, injunction, order settlement or judgment is outstanding, and no legal proceeding other agreement with any Governmental Entity or any indemnity or other agreement with any third party relating to liabilities or obligations under or pursuant to any Environmental Laws Law; (vi) there are no other circumstances or relating to the ownership, use, maintenance or operation of the properties and assets of conditions involving the Company or any of its Subsidiaries is in progress, pending or threatened, which that could reasonably be expected to have a Material Adverse Effectresult in any claim, liability, investigation, cost or restriction on the ownership, use, or transfer of any property pursuant to any Environmental Law; and (vii) the Company has delivered to Parent, prior to the knowledge date of the Companythis Agreement, there are no grounds or conditions which existcopies of all environmental reports, on or under any property now or previously ownedstudies, operated or leased by the assessments, sampling data and other environmental information in its possession relating to Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success Subsidiaries or with the passage of time, their respective current and former properties or the giving of notice or both, would give rise theretooperations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (FBR & Co.)
