Full Authority. The Company has full power, authority and legal right and has all licenses, permits, qualifications, and other documentation (including permits required under applicable Environmental Law (as defined below)) necessary to own and/or operate its businesses, properties and assets and to carry on its businesses as being conducted on the date hereof, and such businesses are now being conducted and such assets and properties are being owned and/or operated, and the Company Plans have been implemented and maintained, in compliance with all applicable laws (including Environmental Law), ordinances, rules and regulations of any governmental agency of the United States, any state or political subdivision thereof, or any foreign jurisdiction, all applicable court or administrative agency decrees, awards and orders and all such licenses, permits, qualifications and other documentation, except where the failure to comply will not have a Company Material Adverse Effect, and there is no existing condition or state of facts which would give rise to a violation thereof or a liability or default thereunder, except where a violation, liability or default will not have a Company Material Adverse Effect. The term "Environmental Law" means any law, rule, regulation, approval, decision, decree, ordinance, by-law having the force of law or order of any federal, state or local executive, legislative, judicial, regulatory or administrative agency, board or authority, which relate to (i) noise; (ii) pollution or protection of the air, surface water, ground water or land; (iii) solid, gaseous or liquid waste generation, treatment, storage, use, processing, disposal or transportation; (iv) exposure to hazardous or toxic substances; (v) the safety or health of employees or (vi) regulation of the manufacture, processing, distribution in commerce, use, or storage of chemical substances.
Appears in 4 contracts
Samples: Agreement and Plan of Exchange (Brightstar Information Technology Group Inc), Agreement and Plan of Exchange (Brightstar Information Technology Group Inc), Agreement and Plan of Exchange (Brightstar Information Technology Group Inc)
Full Authority. The Company Except as provided in Schedule 4.6, Seller has full power, authority and legal right and has all licenses, permits, qualifications, and other documentation (including permits including, without limitation, Permits, registrations, certifications and historical documentation required under applicable Environmental Law (as defined below)Law) necessary to own and/or or operate its businesses, properties and assets and to carry on its businesses as being conducted on the date hereof, and such . Such businesses are now being conducted and such assets and properties are being owned and/or or operated, and the Company Plans have been implemented and maintained, in compliance with all applicable laws (including Environmental Law)laws, ordinances, rules and regulations of any governmental agency Governmental Entity of the United States, any state or political subdivision thereof, or any foreign jurisdiction, all applicable court or administrative agency decrees, awards and orders and all such licenses, permits, qualifications and other documentation, except where the failure to comply will could not reasonably be expected to have a Company Seller Material Adverse Effect, and there is no existing condition or state of facts which would give rise to a violation thereof or a liability or default thereunder, except where a violation, liability or default will could not reasonably be expected to have a Company Seller Material Adverse Effect. The term "βEnvironmental Law" β means any law, rule, regulation, approval, decision, decree, ordinance, by-law having the force or effect of law or order of any federal, state or local executive, legislative, judicial, regulatory or administrative agency, board or authority, which relate to (i) noise; (ii) pollution or protection of the air, surface water, ground water or land; (iii) solid, gaseous or liquid waste generation, treatment, storage, use, processing, disposal or transportation; (iv) exposure to hazardous or toxic substances; (v) the safety or health of employees or (vi) regulation of the manufacture, processing, distribution in commerce, use, or storage of chemical substances, including, but not limited to, petroleum and fractions thereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (Maxum Petroleum Holdings, Inc.)
Full Authority. The Except as set forth in Schedule 2.7, the Company has full power, authority and legal right and has all licenses, permits, qualifications, and other documentation (including without limitation permits required under applicable Environmental Law (as defined below)Law) necessary to own and/or or operate its businesses, properties and assets and to carry on its businesses as being conducted on the date hereof, and such . Such businesses are now being conducted and such assets and properties are being owned and/or and operated, and the Company Plans have been implemented and maintained, in compliance with all applicable laws (including Environmental Law)laws, ordinances, rules and regulations of any governmental agency of the United States, any state or political subdivision thereof, or any foreign jurisdiction, all applicable court or administrative agency decrees, awards and orders and all such licenses, permits, qualifications and other documentation, except where the failure to comply will not have a Company Material Adverse Effect, and there is no existing condition or state of facts which would give rise to a violation thereof or a liability or default thereunder, except where a violation, liability or default will not have a Company Material Adverse Effect. The term "Environmental Law" means any law, rule, regulation, approval, notice, decision, decree, ordinance, by-law decree or ordinance having the force of law law, or order of any federal, state or local executive, legislative, judicial, regulatory or administrative agency, board or authority, which relate to (i) noise; (ii) pollution or protection of the air, surface water, ground water water, land or landwildlife; (iii) solid, gaseous or liquid waste generation, treatment, storage, use, processing, disposal or transportation; (iv) exposure to hazardous or toxic substances; (v) the safety or health of employees employees, or (vi) regulation of the manufacture, processing, distribution in commerce, use, or storage of chemical substances.
Appears in 1 contract
Samples: Stock Purchase Agreement (Group Maintenance America Corp)