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.
Appears in 1 contract
Samples: Merger Agreement (Cytyc Corp)
Environmental, Zoning and Safety Laws. Except as set forth in Section 3.24 2.14 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, nor such facilities, offices or properties, are in material violation of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including those arising under any federal, state or local statute, regulation, ordinance, order or decree relating to the environment or occupational health and safety (hereinafter "Environmental Laws"), or to the knowledge of the Company any other zoning, health or safety law or regulation; (b) neither the Company nor any of its Subsidiaries nor, to the Knowledge knowledge of the Company, any operator of its past or present properties, is or has been in material violation, or alleged material violation, of, or has any liability or or, to the knowledge of the Company, threatened liability under, any Environmental Laws; (c) to the knowledge of the Company, 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 to the knowledge of the Company, the Company nor any of its Subsidiaries is not actually, potentially or allegedly liable for any off-site contamination by Hazardous Substances; (e) neither to the knowledge of the Company, the Company nor any of its Subsidiaries is not 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 permits, licenses and other authorizations required under any Environmental Permits necessary for the conduct of its business as now being conducted by it; Law ("Environmental Permits") (g) the Company and each of its Subsidiaries has always been and is in compliance in all material respects 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.
Appears in 1 contract
Samples: Option and Asset Purchase Agreement (Ats Medical Inc)
Environmental, Zoning and Safety Laws. Except as set forth in Section 3.24 3.15 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 knowledge of the Company, such facilities, offices the premises occupied by the Company or propertiesany of its Subsidiaries, are in material violation of any Environmental Laws, or any other zoning, health or safety law or regulation, the violation of which has resulted in or could reasonably be expected to result in a Material Adverse Effect on the Company; (b) neither the Company nor any of its Subsidiaries nor, to the Knowledge knowledge of the Company, any operator owner of any real property currently occupied by the Company or any of its past or present propertiesSubsidiaries, has received written notice from any Governmental Authority that it 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, except to the extent as would not be reasonably likely to result in material liability to the Company or any of its Subsidiaries; (d) neither the Company nor any of its Subsidiaries is actually, potentially or allegedly liable for any off-site contamination by Hazardous Substances, except to the extent as would not be reasonably likely to result in material liability to the Company or any of its Subsidiaries; (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 material 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 in all material respects with its Environmental Permits; and (h) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will require the Company or any Subsidiary to perform any investigation, remediation or other action with respect to Hazardous Substances, or to provide any notice to or consent of Governmental Authorities or third parties, pursuant to any applicable Environmental Law or Environmental Permit.
Appears in 1 contract
Samples: Merger Agreement (Cytyc Corp)
Environmental, Zoning and Safety Laws. Except as set forth in Section 3.24 of the Company Disclosure Schedule, (a) neither Neither the activities carried on out 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, Leased Real Property nor, to the Knowledge of the Company, such facilities, offices or propertiesLeased Real Property, are in material violation of any Environmental Laws, or any other zoning, health or safety law 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 the Company 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, except where such failure would not be a Company Material Adverse Effect; 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 SubstancesSubstances at the Leased Real Property, or any notice to or consent of Governmental Authorities or third parties, pursuant to any applicable Environmental Law or Environmental Permit.
Appears in 1 contract
Samples: Merger Agreement (Teradyne, Inc)
Environmental, Zoning and Safety Laws. Except as set forth in Section 3.24 4.15 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 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 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) to the knowledge of the Company, 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 SubstanceSubstance (as defined in the Merger Agreement); (d) neither the Company nor any of its Subsidiaries is actually, potentially or allegedly liable for any off-site contamination by Hazardous Substances; (e) to the knowledge of the Company, 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.
Appears in 1 contract
Environmental, Zoning and Safety Laws. Except as set forth in Section 3.24 To the Knowledge of the Company, the Company Disclosure Schedule, (a) neither is and has at all times been in compliance with all Environmental Laws. Neither the activities carried on by the Company or any of its Subsidiaries at the facilities, offices or properties leased or used by the Company or any of its Subsidiaries, as the case may be, nor, to the Knowledge of 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 . Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any operator of its past or present properties, properties is or has at any time been in violation, or alleged violation, of, or has any liability or threatened liability Liability under, any Environmental Laws; . To the Knowledge of the Company: (ca) none of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries (including, without limitation, including soils and surface and ground waters) are contaminated with any Hazardous SubstanceSubstance in a manner that would result in any Liability to the Company; (db) neither the Company nor any of its Subsidiaries it is not actually, potentially or allegedly liable for any off-site contamination by Hazardous Substances; and (ec) neither the Company nor any of its Subsidiaries it is not actually, potentially or allegedly liable under any Environmental Law (including, without limitation, including pending or threatened liensLiens); (f) the . The Company and each of its Subsidiaries has all Environmental Permits necessary for the occupation of its properties and conduct of its business as now being conducted by it; (g) the Business. 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 . The consummation of the transactions contemplated hereby will not 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. The Company has not received any notice of violation of any Environmental Laws or any liability arising under Environmental Laws, including any investigatory, remedial or corrective obligation, relating to the Company. The Company has delivered to Buyer all environmental reports, documents, studies, analyses, investigations, audits and reviews in its possession or control that relate to the environmental condition of the Company’s operations or its properties or assets, contamination thereof by Hazardous Substances, or the compliance of the Company’s operations with, or potential liability under, any Environmental Laws, and, to the Knowledge of the Company, all such environmental reports, assessments, audits, files, studies or investigations are true and complete.
Appears in 1 contract
Environmental, Zoning and Safety Laws. Except as set forth in Section 3.24 3.15 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 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 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) to the knowledge of the Company, 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) to the knowledge of the Company, 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.
Appears in 1 contract