Environmental, Zoning and Safety Laws Sample Clauses

Environmental, Zoning and Safety Laws. Except as set forth in Section 3.24 of the Company Disclosure Schedule, (a) neither the activities carried on by the Company or any of its Subsidiaries at the facilities, offices or properties leased by the Company or any of its Subsidiaries, as the case may be, nor, to the Knowledge of the Company, such facilities, offices or properties, are in material violation of any Environmental Laws, or any other zoning, health or safety law or regulation; (b) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any operator of its past or present properties, is or has been in violation, or alleged violation, of, or has any liability or threatened liability under, any Environmental Laws; (c) none of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries (including, without limitation, soils and surface and ground waters) are contaminated with any Hazardous Substance; (d) neither the Company nor any of its Subsidiaries is actually, potentially or allegedly liable for any off-site contamination by Hazardous Substances; (e) neither the Company nor any of its Subsidiaries is actually, potentially or allegedly liable under any Environmental Law (including, without limitation, pending or threatened liens); (f) the Company and each of its Subsidiaries has all Environmental Permits necessary for the conduct of its business as now being conducted by it; (g) the Company and each of its Subsidiaries has always been and is in compliance with its Environmental Permits; and (h) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will require any investigation, remediation or other action with respect to Hazardous Substances, or any notice to or consent of Governmental Authorities or third parties, pursuant to any applicable Environmental Law or Environmental Permit.
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Environmental, Zoning and Safety Laws. Except as set forth in Section 3.14 of the Company Disclosure Schedule, (a) neither the activities carried on by the Company at the facilities, offices or properties leased by the Company nor, to the knowledge of the Company, such facilities, offices or properties, are in material violation of any Environmental Laws, or any other zoning, health or safety law or regulation, (b) neither the Company nor, to the knowledge of the Company, any operator of its past or present properties is or has been in violation, or alleged violation, of, or has any liability or threatened liability under, any Environmental Laws, (c) none of the properties currently or formerly owned, leased or operated by the Company (including soils and surface and ground waters) are contaminated with any Hazardous Substance, (d) the Company is not actually, potentially or allegedly liable for any off-site contamination by Hazardous Substances, (e) the Company is not actually, potentially or allegedly liable under any Environmental Law (including pending or threatened liens), (f) the Company has all Environmental Permits, (g) the Company has always been, and continues to be, in compliance with its Environmental Permits and (h) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will require any investigation, remediation or other action with respect to Hazardous Substances, or any notice to or consent of Governmental Authorities or third parties, pursuant to any applicable Environmental Law or Environmental Permit. Attached as Section 3.14 of the Company Disclosure Schedule are all reports and other analyses in the Company’s possession relating to the condition of the property on which the Company conducts, or has conducted, any operations.
Sample 1
Environmental, Zoning and Safety Laws. (a) Neither the activities carried on by the Company at the facilities, offices or properties leased or operated by the Company, nor such facilities, offices or properties, are in material violation of any Environmental Laws, or any other zoning, health or safety law or regulation; (b) neither the Company nor any operator of its past or present properties, is in violation, or alleged violation, of, or has any Liability or threatened Liability under, any Environmental Laws; (c) none of the properties currently or formerly owned, leased or operated by the Company (including soils and surface and ground waters) is contaminated with any Hazardous Substance; (d) the Company is not actually or allegedly liable for any off-site contamination by Hazardous Substances; (e) the Company is not liable under any Environmental Law and has received no notice thereof; (f) the Company has all permits, licenses and other authorizations required under any Environmental Law (“Environmental Permits”); (g) the Company is in material compliance with its Environmental Permits; and (h) neither the execution of this Agreement nor the consummation of the Contemplated Transactions will require any investigation, remediation or other action with respect to Hazardous Substances, or any notice to or consent of Governmental Authorities or third parties, pursuant to any applicable Environmental Law or Environmental Permit.
Sample 1
Environmental, Zoning and Safety Laws. (A) Neither the activities carried on by the Company at the facilities, offices or properties owned or leased by the Company and which are related to the Aesthetic Business, nor, to the knowledge of the Company, such facilities, offices or properties, are in material violation of any Environmental Laws; (B) neither the Company nor, to the knowledge of the Company, any other operator of its past or present properties, is in material violation of, or has any material liability or, to its knowledge, threatened liability under, any Environmental Laws to the extent related to any facility, office, or property relating to the Aesthetic Business; (C) to the Company’s knowledge, none of the properties currently leased or operated by the Company which are used in the Aesthetic Business (including, without limitation, soils and surface and ground waters) are contaminated with any Hazardous Substance; (D) the Company is not liable for any off-site contamination by Hazardous Substances; (E) the Company is not liable under any Environmental Law (including, without limitation, pending or threatened Encumbrances) to the extent related to the Aesthetic Business; (F) the Company has all Environmental Permits necessary for the conduct of the Aesthetic Business; (G) the Company is in compliance in all material respects with all applicable laws relating to product safety to the extent related to the Aesthetic Business; and (H) the Company is currently in material compliance with all Environmental Permits related to the Aesthetic Businesses.
Sample 1
Environmental, Zoning and Safety Laws. (a) The activities carried out by Valor and its Subsidiaries at the facilities, offices or properties leased by Valor and its Subsidiaries are not in material violation of any Environmental Laws; (b) the operations of Valor and its Subsidiaries are not in violation, of, and as of the Agreement Date, neither Valor nor any of its Subsidiaries has received any written notice during the past five (5) years alleging any liability or threatened liability of Valor or any of its Subsidiaries under any Environmental Laws; (c) neither Valor nor any of its Subsidiaries has dumped or disposed on any of its Real Properties (including, without limitation, soils and surface and ground waters) any Hazardous Substance in material violation of any Environmental Law in a manner requiring remediation or cleanup; (d) as of the Agreement Date, neither Valor nor any of its Subsidiaries has during the past five (5) years received any written notice from a Governmental Authority alleging liability of Valor or any of its Subsidiaries for any off-site contamination by Hazardous Substances or liability under any Environmental Law; (e) Valor and its Subsidiaries have all Environmental Permits necessary for the conduct of the Valor Business as now being conducted by them, except where the failure to have such permits would be reasonably likely to result in a Material Adverse Effect on Valor; (f) Valor and its Subsidiaries are in material compliance with their Environmental Permits; and (g) to the Knowledge of Valor, neither the execution of this Agreement nor the consummation of the Transactions will require any investigation, remediation or other action with respect to Hazardous Substances at Valor’s or its Subsidiaries’ facilities, offices or properties, or any notice to or consent of Governmental Authorities or third parties, pursuant to any applicable Environmental Law or Environmental Permit.
Sample 1

Related to Environmental, Zoning and Safety Laws

  • Environmental, Health and Safety Laws There does not exist any violation by the Borrower or any of its Subsidiaries of any applicable federal, state or local law, rule or regulation or order of any government, governmental department, board, agency or other instrumentality relating to environmental, pollution, health or safety matters which has, will or threatens to impose a material liability on the Borrower or any of its Subsidiaries or which has required or would require a material expenditure by the Borrower or any of its Subsidiaries to cure. Neither the Borrower nor any of its Subsidiaries has received any notice to the effect that any part of such Person’s operations or properties is not in material compliance with any such law, rule, regulation or order or notice that it or its property is the subject of any governmental investigation evaluating whether any remedial action is needed to respond to any release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could reasonably be expected to constitute a Material Adverse Occurrence. Except as set out on Schedule 4.7 of the Disclosure Schedules, the Borrower does not have knowledge that it, any of its Subsidiaries or any of their respective property will become subject to environmental laws or regulations during the term of this Agreement, compliance with which could reasonably be expected to require significant Capital Expenditures or to constitute a Material Adverse Occurrence.

  • Environmental and Safety Laws To its knowledge, the Company is not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, and to its knowledge, no material expenditures are or will be required in order to comply with any such existing statute, law or regulation.

  • Environmental Health and Safety i. Environment, Health and Safety Performance. Seller acknowledges and accepts full and sole responsibility to maintain an environment, health and safety management system ("EMS") appropriate for its business throughout the performance of this Contract. Buyer expects that Seller’s EMS shall promote health and safety, environmental stewardship, and pollution prevention by appropriate source reduction strategies. Seller shall convey the requirement of this clause to its suppliers. Seller shall not deliver goods that contain asbestos mineral fibers.

  • Environmental, Health and Safety Matters (a) Comply in all material respects with all applicable Environmental Laws, including, without limitation, obtaining and complying with and maintaining any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws. For purposes of this Section 5.12(a), material noncompliance by the Company, any of its Subsidiaries or any tenant or subtenant, with any applicable Environmental Law shall be deemed not to constitute a breach of this covenant provided that, upon learning of any actual or suspected material noncompliance, the Company and the relevant Subsidiaries shall promptly undertake all reasonable efforts to achieve material compliance (or contest in good faith by appropriate proceedings the alleged violation or applicable Environmental Law at issue and (to the extent required by GAAP) provide on the books of the Company or any of its Subsidiaries, as the case may be, reserves in accordance with GAAP with respect thereto), and provided further that, in any case, such noncompliance, and any other noncompliance with applicable Environmental Law, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding applicable Environmental Laws, except to the extent that the validity thereof is currently being contested in good faith by appropriate proceedings and (to the extent required by GAAP) reserves in accordance with GAAP with respect thereto have been provided on the books of the Company or any of its Subsidiaries, as the case may be. (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, subsidiaries, affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the Company or any of its Subsidiaries or any of their respective operations or properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of (or, as determined pursuant to a claim initiated by the Company, breach in bad faith of its express obligations under the applicable Loan Documents by) the party seeking indemnification therefor, in each case, as determined by a final non-appealable judgment by a court of competent jurisdiction. This indemnity shall continue in full force and effect regardless of the termination of this Agreement.

  • Environmental and Safety Matters (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

  • Environmental Regulations The Contractor shall conduct activities in compliance with applicable laws and regulations and other requirements of the Contract relating to the environment and its protection at all times. Unless otherwise specifically determined, the Owner is responsible for obtaining and maintaining permits related to stormwater run-off. The Contractor shall conduct operations consistent with stormwater run-off permit conditions. Contractor is responsible for all items it brings to the Site, including hazardous materials, and all such items brought to the Site by its Subcontractors and suppliers, or by other entities subject to direction of the Contractor. The Contractor shall not incorporate hazardous materials into the Work without prior approval of Owner, and shall provide an affidavit attesting to such in association with the request for the Substantial Completion Inspection.

  • Environmental Laws and Regulations (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure. (b) As used in this Agreement:

  • HEALTH AND SAFETY 25.01 The Employer is subject to the provisions of the Occupational Health and Safety Act of the Province of Ontario and its regulations, including the provision that calls for a worker representative selected by the Union on the University Joint Health and Safety Committees. It is agreed that the University and the Union will cooperate to the fullest possible extent in the prevention of accidents and the promotion of safety and health at University workplaces. To this end, the parties acknowledge and agree that all University Employees on University and third-party premises where Employees work, are required to comply with work- site specific policies, procedures, regulations, and standards relating to health and safety. 25.02 The Employer recognizes the right of workers to be informed about hazards in the workplace, to be provided with appropriate training, and the right to refuse unsafe work in accordance with the Occupational Health and Safety Act where there is an immediate danger to the Employee’s health and safety or to the health and safety of others. 25.03 The Union will select a worker representative for each applicable Joint Health and Safety Committee formed under the Occupational Health and Safety Act. Time spent attending meetings of the Committee or carrying out duties as a worker representative shall be considered time worked. 25.04 A worker representative on a Joint Health and Safety Committee may become a certified worker representative on the Committee. The University will provide the required training for certification at no cost to the Employee or the Union. Time spent in such training shall be considered time worked, as outlined in Article 13 – Hours of Work and Overtime. 25.05 When a worker representative on a Joint Health and Safety Committee ceases to be employed in the Bargaining Unit, he/she will cease to be a worker representative on the Committee. 25.06 The University will supply, and Employees will wear and/or utilize, personal protective equipment and the other devices that the University requires Employees to wear and/or utilize. 25.07 The Employer shall provide information, training and supervision to an Employee to protect the health and safety of that Employee. With reference to Article 13, time spent in such training shall be considered time worked, as outlined in Article 13 – Hours of Work and Overtime. 25.08 The name and contact information of the Health and Safety Officer in each Academic Unit shall be posted in the Department/Academic Unit. 25.09 In accordance with the Occupational Health and Safety Act, persons with authority in the workplace, including any Employees, shall ensure that persons under their authority are informed of health and safety hazards, and advised of policies and procedures associated with the safe handling of materials and equipment.

  • Environmental Laws and Hazardous Materials The Company and its subsidiaries are in compliance with all foreign, federal, state and local rules, laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment which are applicable to their businesses (“Environmental Laws”). There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its subsidiaries (or, to the Company’s Knowledge, any other entity for whose acts or omissions the Company or any of its subsidiaries is or may otherwise be liable) upon any of the property now or previously owned or leased by the Company or any of its subsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect to which the Company or any of its subsidiaries has knowledge.

  • COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph.

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