Environmental protection laws. (a) Seller has at all times operated in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations of Environmental Laws and related orders of any court or other Governmental Authority. (b) There are no existing, pending or, to the Best Knowledge of Seller, threatened actions, suits, claims, investigations or proceedings by or before any court or any other Governmental Authority directed against Seller or its Assets or the Business which pertain or relate to (i) any remedial obligations under any applicable Environmental Law, (ii) violations of any Environmental Law, (iii) personal injury or property damage claims relating to the release of chemicals or Waste Materials or (iv) response, removal or remedial costs under CERCLA or any similar state law. (c) All notices, permits, licenses or similar authorizations required to be obtained or filed by Seller under all applicable Environmental Laws in connection with its current and previous operation or use of the Assets, any other assets or properties currently or previously leased or owned by Seller or the current and previous conduct of its business have been duly obtained or filed and are in full force and effect. (d) Seller has not received notice that any permit, license or similar authorization referred to in subparagraph (a) above, is to be revoked or suspended by any Governmental Authority. (e) Seller does not own or operate any underground storage tanks. (f) No portion of the Assets or any other assets or properties currently or previously leased or owned by Seller is part of a Superfund site under CERCLA or any similar ranking or listing under any similar state law. (g) All Waste Materials generated by Seller have been transported, stored, treated and disposed of by carriers, storage, treatment and disposal facilities authorized and maintaining valid permits under all applicable Environmental Laws. (h) No Person has disposed or released any Waste Materials on or under the Assets or any other asset or property currently or previously leased or owned by Seller and Seller has not disposed or released Waste Materials on or under the Assets or any other asset or property currently or previously leased or owned by Seller, except in compliance with all Environmental Laws. (i) No facts or circumstances exist which could reasonably be expected to result in any liability of Seller to any Person with respect to the current or past business and operations of Seller, the Assets or any other assets or properties currently or previously leased or owned by Seller in connection with (i) any release, transportation or disposal of any Waste Materials, hazardous substance or solid waste or (ii) action taken or omitted that was not in full compliance with or was in violation of, any applicable Environmental Law.
Appears in 2 contracts
Samples: Plan of Merger and Acquisition Agreement (Dexterity Surgical Inc), Plan of Merger and Acquisition Agreement (Dexterity Surgical Inc)
Environmental protection laws. (a) Except as set forth in Part 4.16 of the Disclosure Schedule, Seller has at all times operated in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations of Environmental Laws and related orders of any court or other Governmental Authority.
(b) There Except as set forth in Part 4.16 of the Disclosure Schedule, there are no existing, pending or, to the Best Knowledge of SellerSeller and each Escrow Stockholder, threatened actions, suits, claims, investigations investigations, inquiries or proceedings by or before any court or any other Governmental Authority directed against Seller or its Assets or the Business which pertain or relate to (i) any remedial obligations under any applicable Environmental Law, (ii) violations of any Environmental Law, (iii) personal injury or property damage claims relating to the release of chemicals or Waste Materials or (iv) response, removal or remedial costs under CERCLA or any similar state law.
(c) All Except as set forth in Part 4.16 of the Disclosure Schedule, all notices, permits, licenses or similar authorizations required to be obtained or filed by Seller under all applicable Environmental Laws in connection with its current and previous operation or use of the Assets, any other assets or properties currently or previously leased or owned by Seller or the current and previous conduct of its business have been duly obtained or filed and are in full force and effect.
(d) Neither Seller nor any Escrow Stockholder has not received notice that any permit, license or similar authorization referred to in subparagraph (a) above, is to be revoked or suspended by any Governmental Authority.
(e) Seller does not own or operate any underground storage tanks.
(f) No portion of the Assets or any other assets or properties currently or previously leased or owned by Seller is part of a Superfund site under CERCLA or any similar ranking or listing under any similar state law.
(g) All Waste Materials generated by Seller have been transported, stored, treated and disposed of by carriers, storage, treatment and disposal facilities authorized and maintaining valid permits under all applicable Environmental Laws.
(h) No Person has disposed or released any Waste Materials on or under the Assets or any other asset or property currently or previously leased or owned by Seller and Seller has not disposed or released Waste Materials on or under the Assets or any other asset or property currently or previously leased or owned by Seller, except in compliance with all Environmental Laws.
(i) No facts or circumstances exist which could reasonably be expected to result in any liability of Seller to any Person with respect to the current or past business and operations of Seller, the Assets or any other assets or properties currently or previously leased or owned by Seller in connection with (i) any release, transportation or disposal of any Waste Materials, hazardous substance or solid waste or (ii) action taken or omitted that was not in full compliance with or was in violation of, any applicable Environmental Law.
Appears in 2 contracts
Samples: Plan of Reorganization, Merger and Acquisition Agreement (Billing Concepts Corp), Merger and Acquisition Agreement (Smith Michael R)
Environmental protection laws. Except as described on Schedule 4.16:
(a) To the Best Knowledge of Seller, Seller has and each of the respective owners of the Real Property, as applicable, have at all times operated the Real Property, Grand Rapids Property, Ellsxxxxx Property, Assets and Business in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations of Environmental Laws and related orders of any court or other Governmental Authority, and are not currently operating or required to be operating the Assets, the Business, the Real Property, the Ellsxxxxx Xxxperty, or the Grand Rapids Property under any compliance order, decree or agreement; any consent decree, order or agreement; and/or any corrective action decree, order or agreement issued by or entered into with any Governmental Authority under any Environmental Law.
(b) There are no existing, pending or, to the Best Knowledge of Seller, threatened actions, suits, claims, investigations or to the Best Knowledge of Seller, investigations, inquiries or proceedings by or before any court or any other Governmental Authority directed against Seller or its the Real Property, Grand Rapids Property, Ellsxxxxx Xxxperty, Assets or the Business which pertain or relate to (i) any remedial obligations under any applicable Environmental Law, (ii) violations of any Environmental Law, (iii) personal injury or property damage claims relating to the release of chemicals or Waste Hazardous Materials or (iv) response, removal or remedial costs under CERCLA or any similar state law, and there is not any Environmental Condition on or at the Real Property, Grand Rapids Property, Ellsxxxxx Xxxperty, or any other matter on or connected with the Assets that would cause the imposition on Purchaser of Environmental Liabilities if such Environmental Condition or other matter were disclosed to Governmental Authorities.
(c) All To the Best of Seller's Knowledge, all notices, permitsEnvironmental Permits, licenses or similar authorizations required to be obtained or filed by Seller under all applicable Environmental Laws in connection with its current and previous operation or use of the Real Property, Grand Rapids Property, Ellsxxxxx Xxxperty and Assets, any other assets or properties currently or previously leased or owned by Seller or the current and previous conduct of its business the Business have been duly obtained or filed and are in full force and effect.
(d) Seller has not received notice that any permitEnvironmental Permit, license or similar authorization referred to in subparagraph (a) above, is to be revoked or suspended by any Governmental Authority.
(e) Seller does not own or operate any underground storage tanks.
(f) No portion of the Assets or any other assets or properties currently or previously leased or owned by Seller is part of a Superfund site under CERCLA or any similar ranking or listing under any similar state law.
(g) All Waste Materials generated by Seller have been transported, stored, treated and disposed of by carriers, storage, treatment and disposal facilities authorized and maintaining valid permits under all applicable Environmental Laws.
(h) No Person has disposed or released any Waste Materials on or under the Assets or any other asset or property currently or previously leased or owned by Seller and Seller has not disposed or released Waste Materials on or under the Assets or any other asset or property currently or previously leased or owned by Seller, except in compliance with all Environmental Laws.
(i) No facts or circumstances exist which could reasonably be expected to result in any liability of Seller to any Person with respect to the current or past business and operations of Seller, the Assets or any other assets or properties currently or previously leased or owned by Seller in connection with (i) any release, transportation or disposal of any Waste Materials, hazardous substance or solid waste or (ii) action taken or omitted that was not in full compliance with or was in violation of, any applicable Environmental Law.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)
Environmental protection laws. (a) Except as set forth in Part 4.16 of the Disclosure Schedule, Seller has at all times operated in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations of Environmental Laws and related orders of any court or other Governmental Authority.
(b) There Except as set forth in Part 4.16 of the Disclosure Schedule, there are no existing, pending or, to the Best Knowledge of SellerSeller and each Shareholder, threatened actions, suits, claims, investigations investigations, inquiries or proceedings by or before any court or any other Governmental Authority directed against Seller or its Assets or the Business which pertain or relate to (i) any remedial obligations under any applicable Environmental Law, (ii) violations of any Environmental Law, (iii) personal injury or property damage claims relating to the release of chemicals or Waste Materials or (iv) response, removal or remedial costs under CERCLA or any similar state law.
(c) All Except as set forth in Part 4.16 of the Disclosure Schedule, all notices, permits, licenses or similar authorizations required to be obtained or filed by Seller under all applicable Environmental Laws in connection with its current and previous operation or use of the Assets, any other assets or properties currently or previously leased or owned by Seller or the current and previous conduct of its business have been duly obtained or filed and are in full force and effect.
(d) Neither Seller nor any Shareholder has not received notice that any permit, license or similar authorization referred to in subparagraph (a) above, is to be revoked or suspended by any Governmental Authority.
(e) Seller does not own or operate any underground storage tanks.
(f) No portion of the Assets or any other assets or properties currently or previously leased or owned by Seller is part of a Superfund site under CERCLA or any similar ranking or listing under any similar state law.
(g) All Waste Materials generated by Seller have been transported, stored, treated and disposed of by carriers, storage, treatment and disposal facilities authorized and maintaining valid permits under all applicable Environmental Laws.
(h) No Person has disposed or released any Waste Materials on or under the Assets or any other asset or property currently or previously leased or owned by Seller and Seller has not disposed or released Waste Materials on or under the Assets or any other asset or property currently or previously leased or owned by Seller, except in compliance with all Environmental Laws.
(i) No facts or circumstances exist which could reasonably be expected to result in any liability of Seller to any Person with respect to the current or past business and operations of Seller, the Assets or any other assets or properties currently or previously leased or owned by Seller in connection with (i) any release, transportation or disposal of any Waste Materials, hazardous substance or solid waste or (ii) action taken or omitted that was not in full compliance with or was in violation of, any applicable Environmental Law.
Appears in 1 contract
Samples: Merger and Acquisition Agreement (Billing Concepts Corp)
Environmental protection laws. (a) Except as set forth in Schedule 4.17, to the Best Knowledge of the Seller and each Shareholder, Seller has at all times operated in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations of Environmental Laws and related orders of any court or other Governmental Authority.
(b) There Except as set forth in Schedule 4.17, there are no existing, pending or, to the Best Knowledge of SellerSeller and each Shareholder, threatened actions, suits, claims, investigations investigations, inquiries or proceedings by or before any court or any other Governmental Authority directed against Seller or its Assets or the Business which pertain or relate to (i) any remedial obligations under any applicable Environmental Law, (ii) violations of any Environmental Law, (iii) personal injury or property damage claims relating to the release of chemicals or Waste Materials or (iv) response, removal or remedial costs under CERCLA or any similar state law.
(c) All Except as set forth in Schedule 4.17, all notices, permits, licenses or similar authorizations required to be obtained or filed by Seller under all applicable Environmental Laws in connection with its current and previous operation or use of the Assets, any other assets or properties currently or previously leased or owned by Seller or the current and previous conduct of its business have been duly obtained or filed and are in full force and effect.
(d) Neither Seller nor any Shareholder has not received notice that any permit, license or similar authorization referred to in subparagraph (a) above, is to be revoked or suspended by any Governmental Authority.
(e) Seller does not own or operate any underground storage tanks.
(f) No portion of the Assets or any other assets or properties currently or previously leased or owned by Seller is part of a Superfund site under CERCLA or any similar ranking or listing under any similar state law.
(g) All Waste Materials generated by Seller have been transported, stored, treated and disposed of by carriers, storage, treatment and disposal facilities authorized and maintaining valid permits under all applicable Environmental Laws.
(h) No Person has disposed or released any Waste Materials on or under the Assets or any other asset or property currently or previously leased or owned by Seller and Seller has not disposed or released Waste Materials on or under the Assets or any other asset or property currently or previously leased or owned by Seller, except in compliance with all Environmental Laws.
(i) No facts or circumstances exist which could reasonably be expected to result in any liability of Seller to any Person with respect to the current or past business and operations of Seller, the Assets or any other assets or properties currently or previously leased or owned by Seller in connection with (i) any release, transportation or disposal of any Waste Materials, hazardous substance or solid waste or (ii) action taken or omitted that was not in full compliance with or was in violation of, any applicable Environmental Law.
Appears in 1 contract
Samples: Merger Agreement (Ilex Oncology Inc)
Environmental protection laws. (a) Except as set forth in Schedule 4.16 hereto, to the Best Knowledge of Seller, Seller has at all times operated the Assets and the Business at the Mt. Morrxx Xxxd in substantial compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations of Environmental Laws and related orders of any court or other Governmental Authority, and is not currently operating or required to be operating the Assets or the Business under any compliance order, decree or agreement; any consent decree, order or agreement; and/or any corrective action decree, order or agreement issued by or entered into with any Governmental Authority under any Environmental Law.
(b) There Except as set forth in Schedule 4.16 hereto, there are no existing, pending or, to the Best Knowledge of Seller, threatened actions, suits, claimsclaims or, investigations to the Best Knowledge of Seller, investigations, inquiries or proceedings by or before any court or any other Governmental Authority directed against Seller or its the Mt. Morrxx Xxxd, the Assets or the Business which pertain or relate to (i) any remedial obligations under any applicable Environmental Law, (ii) violations of any Environmental Law, (iii) personal injury or property damage claims relating to the release of chemicals or Waste Hazardous Materials or (iv) response, removal or remedial costs under CERCLA or any similar state law, and there is not any Environmental Condition on or at the Mt. Morrxx Xxxd, or any other matter on or connected with the Assets that would cause the imposition on Purchaser of Environmental Liabilities if such Environmental Condition or other matter were disclosed to Governmental Authorities.
(c) All Except as set forth in Schedule 4.16 hereto, all known notices, permitsEnvironmental Permits, licenses or similar authorizations required to be obtained or filed by Seller under all applicable Environmental Laws in connection with its current and previous operation or use of the Mr. Xxxxxx Land and the Assets, any other assets or properties currently or previously leased or owned by Seller or the current and previous conduct of its business the Business have been duly obtained or filed and are in full force and effect.
(d) Seller has not received notice that any permitEnvironmental Permit, license or similar authorization referred to in subparagraph (a) above, is to be revoked or suspended by any Governmental Authority.
(e) Seller does not own Other than as set forth on Schedule 4.16, there are no underground storage tanks on or operate any under the Mt. Morrxx Xxxd. To the Best Knowledge of Seller, there were underground storage tanks, other than those set forth on Schedule 4.16, on or under the Mt. Morrxx Xxxd, but same have been removed in accordance with applicable Environmental Laws.
(f) No To the Best Knowledge of Seller, no portion of the Assets or any other assets or properties currently or previously leased or owned by Seller Mt. Morrxx Xxxd is part of a Superfund site under CERCLA or any similar ranking or listing under any similar state law.
(g) All Waste To the Best Knowledge of Seller, all Hazardous Materials generated by Seller in connection with the operation of the Business at the Mt. Morrxx Xxxd have been transported, stored, treated and disposed of by carriers, storage, treatment and disposal facilities authorized and maintaining valid permits under all applicable Environmental Laws, and no Hazardous Materials have been dumped, landfilled, stored, located or disposed of on the Mt. Morrxx Xxxd by Seller or its agents, servants, employees or contractors.
(h) No To the Best Knowledge of Seller, no Person has disposed or released any Waste Hazardous Materials on or under the Assets or any other asset or property currently or previously leased or owned by Seller Mt. Morrxx Xxxd and Seller has not disposed or released Waste Hazardous Materials on or under the Mt. Morrxx Land, the Assets or any other asset or property currently or previously leased or owned by Seller, the Business except in compliance with all Environmental Laws, and there has not been, in respect to the Assets, any emission (other than steam or water vapor) into the atmosphere or any discharge, direct or indirect, of any pollutants into the waters of the State of Michigan or the United States of America other than domestic sewage discharged into a publicly owned treatment facility.
(i) No To the Best Knowledge of Seller, no facts or circumstances exist which could reasonably be expected to result in any liability of Seller to any Person with respect to the current or past business and operations of SellerMt. Morrxx Xxxd, the Business or the Assets or any other assets or properties currently or previously leased or owned by Seller in connection with (i) any release, transportation or disposal of any Waste Hazardous Materials, hazardous substance or solid waste or (ii) action taken or omitted that was not in full compliance with or was in violation of, any applicable Environmental Law, except as specifically described in any environmental report commissioned by Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)
Environmental protection laws. (a) Except as set forth in Schedule 4.16 hereto, to the Best Knowledge of Seller and the Shareholder, Seller has at all times operated in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations of Environmental Laws and related orders of any court or other Governmental Authority.
(b) There Except as set forth in Schedule 4.16 hereto, there are no existing, pending or, to the Best Knowledge of SellerSeller and the Shareholder, threatened actions, suits, claims, investigations to the Best Knowledge of Seller and the Shareholder, investigations, inquiries or proceedings by or before any court or any other Governmental Authority directed against Seller or its Assets or the Business which pertain or relate to (i) any remedial obligations under any applicable Environmental Law, (ii) violations of any Environmental Law, (iii) personal injury or property damage claims relating to the release of chemicals or Waste Materials or (iv) response, removal or remedial costs under CERCLA or any similar state law.
(c) All Except as set forth in Schedule 4.16 hereto, all notices, permits, licenses or similar authorizations required to be obtained or filed by Seller under all applicable Environmental Laws in connection with its current and previous operation or use of the Assets, any other assets or properties currently or previously leased or owned by Seller or the current and previous conduct of its business have been duly obtained or filed and are in full force and effect.
(d) Neither Seller nor the Shareholder has not received notice that any permit, license or similar authorization referred to in subparagraph (a) above, is to be revoked or suspended by any Governmental Authority.
(e) Seller does not own or operate any underground storage tanks.
(f) No To the Best Knowledge of Seller and the Shareholder, no portion of the Assets or any other assets or properties currently or previously leased or owned by Seller is part of a Superfund site under CERCLA or any similar ranking or listing under any similar state law.
(g) All To the Best Knowledge of Seller and the Shareholder, all Waste Materials generated by Seller have been transported, stored, treated and disposed of by carriers, storage, treatment and disposal facilities authorized and maintaining valid permits under all applicable Environmental Laws.
(h) No To the Best Knowledge of Seller and the Shareholder, no Person has disposed or released any Waste Materials on or under the Assets or any other asset or property currently or previously leased or owned by Seller and Seller has not disposed or released Waste Materials on or under the Assets or any other asset or property currently or previously leased or owned by Seller, except in compliance with all Environmental Laws.
(i) No To the Best Knowledge of Seller and the Shareholder, no facts or circumstances exist which could reasonably be expected to result in any liability of Seller to any Person with respect to the current or past business and operations of Seller, the Assets or any other assets or properties currently or previously leased or owned by Seller in connection with (i) any release, transportation or disposal of any Waste Materials, hazardous substance or solid waste or (ii) action taken or omitted that was not in full compliance with or was in violation of, any applicable Environmental Law.
Appears in 1 contract
Samples: Merger Agreement (Billing Information Concepts Corp)
Environmental protection laws. (a) Seller To the Best Knowledge of Seller, it has at all times operated in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations of Environmental Laws and related orders of any court or other Governmental Authority.
(b) There are no existing, pending or, to the Best Knowledge of Seller, threatened actions, suits, claims, investigations investigations, inquiries or proceedings by or before any court or any other Governmental Authority directed against Seller or its Assets or the Business Business, which pertain or relate to (i) any remedial obligations under any applicable Environmental Law, (ii) violations of any Environmental Law, (iii) personal injury or property damage claims relating to the release of chemicals or Waste Materials or (iv) response, removal or remedial costs under CERCLA or any similar state law.
(c) All To Seller's Best Knowledge, all notices, permits, licenses or similar authorizations required to be obtained or filed by Seller under all applicable Environmental Laws in connection with its current and previous operation or use of the Assets, any other assets or properties currently or previously leased or owned by Seller or the current and previous conduct of its business have been duly obtained or filed and are in full force and effect.
(d) Seller has not received notice that any permit, license or similar authorization referred to in subparagraph (a) above, required under any Environmental Law is to be revoked or suspended by any Governmental Authority.
(e) Seller does not own or operate any underground storage tanks.
(f) No portion of the Assets of Seller or any other assets or properties currently or previously leased or owned by Seller is part of a Superfund site under CERCLA or any similar ranking or listing under any similar state law.
(g) All Waste Materials generated by Seller have been transported, stored, treated and disposed of by carriers, storage, treatment and disposal facilities authorized and maintaining valid permits under all applicable Environmental Laws.
(h) No To the Best Knowledge of Seller, no Person has disposed or released any Waste Materials on or under the Assets of Seller or any other asset or property currently or previously leased or owned by Seller and Seller has not disposed or released Waste Materials on or under the Assets of Seller or any other asset or property currently or previously leased or owned by Seller, except in compliance with all Environmental Laws.
(i) No To the Best Knowledge of Seller, no facts or circumstances exist which could reasonably be expected to result in any liability of Seller to any Person with respect to the current or past business and operations of Seller, the Assets of Seller or any other assets or properties currently or previously leased or owned by Seller in connection with (ia) any release, transportation or disposal of any Waste Materials, hazardous substance or solid waste or (iib) action taken or omitted that was not in full compliance with or was in violation of, any applicable Environmental Law.
Appears in 1 contract
Samples: Merger Agreement (Tristar Corp)