Common use of Hazardous Materials Activities Clause in Contracts

Hazardous Materials Activities. Except as would not, individually or in the aggregate, result in a Material Adverse Effect on the Company: (i) neither the Company nor any of the Company Subsidiaries has transported, stored, used, manufactured, disposed of, released or exposed its Employees or others to Hazardous Materials in violation of any Law in effect on or before the Closing Date and (ii) neither the Company nor any of the Company Subsidiaries has disposed of, transported, sold, used, released, exposed its Employees or others to or manufactured any product containing a Hazardous Material (collectively, “Hazardous Materials Activities”) in violation of any rule, regulation, treaty or statute promulgated by any Governmental Entity in effect prior to or as of the date of this Agreement to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity.

Appears in 2 contracts

Samples: Merger Agreement (Citadel Broadcasting Corp), Merger Agreement (Cumulus Media Inc)

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Hazardous Materials Activities. Except as would not, individually not reasonably be likely to result in a material liability to the Company (in any individual case or in the aggregate), result in a Material Adverse Effect on the Company: (i) neither the Company nor any of the Company Subsidiaries has not transported, stored, used, manufactured, disposed of, released or exposed its Employees employees or others to Hazardous Materials in violation of any Law law in effect on or before the Closing Date Date, and (ii) neither the Company nor any of the Company Subsidiaries has not disposed of, transported, sold, used, released, exposed its Employees employees or others to or manufactured any product containing a Hazardous Material (collectively, “Hazardous Materials Activities”"HAZARDOUS MATERIALS ACTIVITIES") in violation of any rule, regulation, treaty or statute promulgated by any Governmental Entity in effect prior to or as of the date of this Agreement hereof to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity.

Appears in 2 contracts

Samples: Merger Agreement (Xcarenet Inc), Merger Agreement (Healthcare Com Corp)

Hazardous Materials Activities. Except as would not, individually not result in a material liability to Company (in any individual case or in the aggregate, result in a Material Adverse Effect on the Company: ) (i) neither the Company nor any of the Company Subsidiaries has not transported, stored, used, manufactured, disposed of, of released or exposed its Employees employees or others to Hazardous Materials in violation of any Law law in effect on or before the Closing Date Date, and (ii) neither the Company nor any of the Company Subsidiaries has not disposed of, transported, sold, used, released, exposed its Employees employees or others to or manufactured any product containing a Hazardous Material (collectively, “collectively "Hazardous Materials Activities") in violation of any rule, regulation, treaty or statute promulgated by any Governmental Entity in effect prior to or as of the date of this Agreement hereof to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Transcend Therapeutics Inc), Merger Agreement (Keravision Inc /Ca/)

Hazardous Materials Activities. Except as reasonably would not, individually or in the aggregate, not be ------------------------------ likely to result in a Material Adverse Effect on the Company: (i) material liability to Fractal, neither the Company Fractal nor any of the Company Subsidiaries its subsidiaries has transported, stored, used, manufactured, disposed of, released or exposed its Employees employees or others to Hazardous Materials in violation of any Law law in effect on or before the Closing Date and (ii) neither the Company Date, nor has Fractal or any of the Company Subsidiaries has its subsidiaries disposed of, transported, sold, used, released, exposed its Employees employees or others to or manufactured any product containing a Hazardous Material (collectively, “Hazardous Materials Activities”collectively "HAZARDOUS MATERIALS ACTIVITIES") in violation of any rule, regulation, treaty or statute promulgated by any Governmental Entity in effect prior to or as of the date of this Agreement hereof to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Fractal Design Corp)

Hazardous Materials Activities. Except as reasonably would not, individually not be likely to result in a material liability to the Company (in any individual case or in the aggregate), result in a Material Adverse Effect on the Company: (i) neither the Company nor any of the Company Subsidiaries has not transported, stored, used, manufactured, disposed of, released or exposed its Employees employees or others to Hazardous Materials in violation of any Law law in effect on or before the Closing Date Date, and (ii) neither the Company nor any of the Company Subsidiaries has not disposed of, transported, sold, used, released, exposed its Employees employees or others to or manufactured any product containing a Hazardous Material (collectively, “Hazardous Materials Activities”) in violation of any law, rule, regulation, treaty or statute promulgated by any Governmental Entity in effect on or prior to or as of the date of this Agreement Closing Date to prohibit, regulate or control Hazardous Materials or any Hazardous Material ActivityActivity or in a manner that would be likely to result in material liability to the Company.

Appears in 1 contract

Samples: Merger Agreement (Aclara Biosciences Inc)

Hazardous Materials Activities. Except as would not, individually not result in a material liability to the Company (in any individual case or in the aggregate, result in a Material Adverse Effect on the Company: ) (i) neither the Company nor any of the Company Subsidiaries its subsidiaries has transported, stored, used, manufactured, disposed of, of or released or exposed its Employees or others to Hazardous Materials in violation of any Law law in effect on or before the Closing Date Date, and (ii) neither the Company nor any of the Company Subsidiaries its subsidiaries has disposed of, transported, sold, used, released, exposed its Employees used or others to released or manufactured any product containing a Hazardous Material (collectively, “Hazardous Materials Activities”collectively "HAZARDOUS MATERIALS ACTIVITIES") in violation of any rule, regulation, treaty or statute promulgated by any Governmental Entity in effect prior to or as of the date of this Agreement hereof to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inverness Medical Innovations Inc)

Hazardous Materials Activities. Except as does not have, and would notnot reasonably be expected to have, individually or in the aggregate, result in a Company Material Adverse Effect on the Company: Effect, (i) neither the no Acquired Company nor any of the Company Subsidiaries has transported, stored, used, manufactured, disposed of, released or exposed its Employees employees or others to Hazardous Materials in violation of any Law law in effect on or before the Closing Date Date, and (ii) neither the no Acquired Company nor any of the Company Subsidiaries has disposed of, transported, sold, used, released, exposed its Employees employees or others to or manufactured any product containing a Hazardous Material (collectively, “Hazardous Materials Activities”) in violation of any law, rule, regulation, treaty or statute promulgated by any Governmental Entity Authority in effect on or prior to or as of the date of this Agreement Closing Date to prohibit, regulate or control Hazardous Materials or any the handling or transportation of Hazardous Material ActivityMaterials or in a manner that would reasonably be expected to result in material liability to the Acquired Companies.

Appears in 1 contract

Samples: Arrangement Agreement (Ad.Venture Partners, Inc.)

Hazardous Materials Activities. Except as would not, individually or in the aggregate, not result in a Material Adverse Effect on the Company: (i) neither the Company nor any of the Company its Subsidiaries has transported, stored, used, manufactured, disposed of, released or exposed its Employees employees or others to Hazardous Materials in violation of any Law law in effect on or before the Closing Date and (ii) neither the Company nor any of the Company its Subsidiaries has disposed of, transported, sold, used, released, exposed its Employees employees or others to or manufactured any product containing a Hazardous Material (collectively, “Hazardous Materials Activities”"HAZARDOUS MATERIALS ACTIVITIES") in violation of any rule, regulation, treaty or statute promulgated by any Governmental Entity in effect prior to or as of the date of this Agreement hereof to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Speechworks International Inc)

Hazardous Materials Activities. Except as would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect on (in any individual case or in the Company: aggregate) (i) neither the Company nor any of the Company Subsidiaries has not transported, stored, used, manufactured, disposed of, released or exposed its Employees employees or others to Hazardous Materials in violation of any Law law in effect on or before the Closing Date Effective Time, and (ii) neither the Company nor any of the Company Subsidiaries has not disposed of, transported, sold, used, released, exposed its Employees employees or others to or manufactured any product containing a Hazardous Material (collectively, collectively “Hazardous Materials Activities”) in violation of any rule, regulation, treaty or statute promulgated by any Governmental Entity in effect prior to or as of the date of this Agreement to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity.

Appears in 1 contract

Samples: Merger Agreement (Sybase Inc)

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Hazardous Materials Activities. Except as would not, individually or in the aggregate, not reasonably be ------------------------------ likely to result in a Material Adverse Effect on the Company: (i) material liability to Aurum, neither the Company Aurum nor any of the Company Subsidiaries its subsidiaries has transported, stored, used, manufactured, disposed of, released or exposed its Employees employees or others to Hazardous Materials in violation of any Law law in effect on or before the Closing Date and (ii) neither the Company Date, nor has Aurum or any of the Company Subsidiaries has its subsidiaries disposed of, transported, sold, used, released, exposed its Employees employees or others to or manufactured any product containing a Hazardous Material (collectively, “Hazardous Materials Activities”collectively "HAZARDOUS MATERIALS ACTIVITIES") in violation of any rule, regulation, treaty or statute promulgated by any Governmental Entity in effect prior to or as of the date of this Agreement hereof to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aurum Software Inc)

Hazardous Materials Activities. Except as reasonably would not, individually not be likely to result in a material liability to the Company (in any individual case or in the aggregate), result in a Material Adverse Effect on the Company: (i) neither the Company nor any of the Company Subsidiaries has not transported, stored, used, manufactured, disposed of, released or exposed its Employees employees or others to Hazardous Materials in violation of any Law law in effect on or before the Closing Date Date, and (ii) neither the Company nor any of the Company Subsidiaries has not disposed of, transported, sold, used, released, exposed its Employees employees or others to or manufactured any product containing a Hazardous Material (collectively, “Hazardous Materials Activities”"HAZARDOUS MATERIALS ACTIVITIES") in violation of any law, rule, regulation, treaty or statute promulgated by any Governmental Entity in effect on or prior to or as of the date of this Agreement Closing Date to prohibit, regulate or control Hazardous Materials or any Hazardous Material ActivityActivity or in a manner that would be likely to result in material liability to the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Virologic Inc)

Hazardous Materials Activities. Except as reasonably would not, individually or in the aggregate, not be likely to result in a Material Adverse Effect on the Company: (i) material liability to Fractal, neither the Company Fractal nor any of the Company Subsidiaries its subsidiaries has transported, stored, used, manufactured, disposed of, released or exposed its Employees employees or others to Hazardous Materials in violation of any Law law in effect on or before the Closing Date and (ii) neither the Company Date, nor has Fractal or any of the Company Subsidiaries has its subsidiaries disposed of, transported, sold, used, released, exposed its Employees employees or others to or manufactured any product containing a Hazardous Material (collectively, “Hazardous Materials Activities”collectively "HAZARDOUS MATERIALS ACTIVITIES") in violation of any rule, regulation, treaty or statute promulgated by any Governmental Entity in effect prior to or as of the date of this Agreement hereof to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Metatools Inc)

Hazardous Materials Activities. Except as would not, individually not reasonably be likely to result in an Aster Material Adverse Effect (in any individual case or in the aggregate), result in a Material Adverse Effect on the Company: (i) neither the Company nor any of the Company Subsidiaries Aster has not transported, stored, used, manufactured, disposed of, released or exposed its Employees employees or others to pollutants, contaminants, wastes, any toxic, radioactive or otherwise hazardous materials (“Hazardous Materials Materials”) in violation of any Law law in effect on or before the Closing Date Date, and (ii) neither the Company nor any of the Company Subsidiaries Aster has not disposed of, transported, sold, used, released, exposed its Employees employees or others to or manufactured any product containing a Hazardous Material (collectively, “Hazardous Materials Activities”) in violation of any rule, regulation, treaty or statute promulgated by any Governmental Entity in effect prior to or as of the date of this Agreement hereof to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity.

Appears in 1 contract

Samples: Merger Agreement (Arkados Group, Inc.)

Hazardous Materials Activities. Except as would not, individually or in the aggregate, result in not have a Material Adverse Effect on the with respect to Company: , (i) neither the Company nor any of the Company Subsidiaries its subsidiaries has transported, stored, used, manufactured, disposed of, of released or exposed its Employees employees or others to Hazardous Materials in violation of any Law law in effect on or before the Closing Date and (ii) neither the Company nor any of the Company Subsidiaries its subsidiaries has disposed of, transported, sold, used, released, exposed its Employees employees or others to or manufactured any product containing a Hazardous Material (collectively, collectively “Hazardous Materials Activities”) in violation of any rule, regulation, treaty or statute promulgated by any Governmental Entity in effect prior to or as of the date of this Agreement hereof to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity.

Appears in 1 contract

Samples: Merger Agreement (Sciquest Inc)

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