No Existing Violation, Default. (a) Neither Commodore nor any of its Subsidiaries is in violation of (i) its charter or other organizational documents or by-laws, (ii) any applicable law, ordinance or administrative or governmental rule or regulation or (iii) any order, decree or judgment of any governmental entity having jurisdiction over Commodore or any of its Subsidiaries, except for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Commodore. The properties, assets and operations of Commodore and its Subsidiaries are in compliance in all material respects with all applicable federal, state, local and foreign Worker Safety Laws. With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, to the knowledge of the Commodore management, there are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans of Commodore or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance in all material respects with applicable Worker Safety Laws, other than any such interference or prevention as would not, individually or in the aggregate with any such other interference or prevention, reasonably be expected to have a Material Adverse Effect on Commodore. (b) There is no existing event of default or event that, but for the giving of notice or lapse of time, or both, would constitute an event of default under any loan or credit agreement, note, bond, mortgage, indenture or guarantee of indebtedness for borrowed money and there is no existing event of default or event that, but for the giving of notice or lapse of time, or both, would constitute an event of default under any lease, other agreement or instrument to which Commodore or any of its Subsidiaries is a party or by which Commodore or any such Subsidiary or any of their respective properties, assets or business[es] is bound which would, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Commodore.
Appears in 2 contracts
Samples: Merger Agreement (Commodore Environmental Services Inc /De/), Merger Agreement (Lanxide Corp)
No Existing Violation, Default. (a) Neither Commodore Lanxide nor any of its Subsidiaries is in violation of (i) its charter or other organizational documents or by-laws, (ii) any applicable law, ordinance or administrative or governmental rule or regulation or (iii) any order, decree or judgment of any governmental entity having jurisdiction over Commodore Lanxide or any of its Subsidiaries, except for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CommodoreLanxide. The properties, assets and operations of Commodore Lanxide and its Subsidiaries are in compliance in all material respects with all applicable federal, state, local and foreign laws, rules and regulations, orders, decrees, judgments, permits and licenses relating to public and worker health and safety and the protection of the environment (collectively, "Worker Safety Laws"). With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, to the knowledge of the Commodore Lanxide management, there are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans of Commodore Lanxide or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance in all material respects with applicable Worker Safety Laws, other than any such interference or prevention as would not, individually or in the aggregate with any such other interference or prevention, reasonably be expected to have a Material Adverse Effect on CommodoreLanxide.
(b) There is no existing event of default or event that, but for the giving of notice or lapse of time, or both, would constitute an event of default under any loan or credit agreement, note, bond, mortgage, indenture or guarantee of indebtedness for borrowed money and there is no existing event of default or event that, but for the giving of notice or lapse of time, or both, would constitute an event of default under any lease, other agreement or instrument to which Commodore Lanxide or any of its Subsidiaries is a party or by which Commodore Lanxide or any such Subsidiary or any of their respective properties, assets or business[es] is bound which would, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on CommodoreLanxide.
Appears in 1 contract
Samples: Merger Agreement (Lanxide Corp)
No Existing Violation, Default. (a) Etc. Neither Commodore Parent nor any of its Subsidiaries is in violation of (i) its charter or other organizational organization documents or by-laws, (ii) any applicable law, ordinance or administrative or governmental rule or regulation or (iii) any order, decree or judgment of any governmental entity Governmental Entity having jurisdiction over Commodore Parent or any of its Subsidiaries, except for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CommodoreParent. The properties, assets and operations of Commodore Parent and its Subsidiaries are in compliance in all material respects with all applicable federal, state, local and foreign laws, rules and regulations, orders, decrees, judgments, permits and licenses relating to public and worker health and safety (collectively, "Worker Safety Laws") and the protection and clean-up of the environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous materials (collectively, "Environmental Laws"), except for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, to the knowledge of the Commodore management, there are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans of Commodore Parent or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance in all material respects with applicable Worker Safety Laws and Environmental Laws, other than any such interference or prevention as would not, individually or in the aggregate with any such other interference or prevention, reasonably be expected to have a Material Adverse Effect on Commodore.
Parent. The term "hazardous materials" shall mean those substances that are regulated by or form the basis for liability under any applicable Environmental Laws. Except as may be set forth in the Parent SEC Documents or the Parent Letter: (bi) There there is no existing event of default or event that, but for the giving of notice or lapse of time, or both, would constitute an event of default under any loan or credit agreement, note, bond, mortgage, indenture or guarantee of indebtedness for borrowed money money; and (ii) there is no existing event of default or event that, but for the giving of notice or lapse of time, or both, would constitute an event of default under any lease, other agreement or instrument to which Commodore Parent or any of its Subsidiaries is a party or by which Commodore Parent or any such Subsidiary or any of their respective properties, assets or business[es] business is bound which would, individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on CommodoreParent.
Appears in 1 contract
Samples: Current Report
No Existing Violation, Default. (a) Neither Commodore Lanxide nor any of its Subsidiaries is in violation of (i) its charter or other organizational documents or by-laws, (ii) any applicable law, ordinance or administrative or governmental rule or regulation regulation, or (iii) any order, decree or judgment of any governmental entity having jurisdiction over Commodore Lanxide or any of its Subsidiaries, except for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CommodoreEffect. The properties, assets and operations of Commodore Lanxide and its Subsidiaries are in compliance in all material respects with all applicable federal, state, local and foreign laws, rules and regulations, orders, decrees, judgments, permits and licenses relating to public and worker health and safety and the protection of the environment (collectively, "Worker Safety Laws"). With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, to the knowledge of the Commodore Lanxide management, there are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans of Commodore Lanxide or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance in all material respects with applicable Worker Safety Laws, other than any such interference or prevention as would not, individually or in the aggregate with any such other interference or prevention, reasonably be expected to have a Material Adverse Effect on CommodoreEffect.
(b) There is no existing event of default or event that, but for the giving of notice or lapse of time, or both, would constitute an event of default under any loan or credit agreement, note, bond, mortgage, indenture or guarantee of indebtedness for borrowed money and there is no existing event of default or event that, but for the giving of notice or lapse of time, or both, would constitute an event of default under any lease, other agreement or instrument to which Commodore Lanxide or any of its Subsidiaries is a party or by which Commodore Lanxide or any such Subsidiary or any of their respective properties, assets or business[es] businesses is bound which would, individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on CommodoreEffect.
Appears in 1 contract
No Existing Violation, Default. (a) Neither Commodore nor any Etc. Except as set forth in SCHEDULE 3.10 of its Subsidiaries the Disclosure Schedule, none of the Companies is in violation of of: (i) its charter or other organizational documents or by-lawsdocuments, (ii) any applicable law, ordinance or administrative or governmental rule or regulation (including any such law, ordinance or administrative or governmental rule or regulation applicable to the production processes or sale by the Companies of their respective products) or (iii) any order, decree or judgment of any governmental entity Governmental Authority having jurisdiction over Commodore or any of its Subsidiariesthe Companies, except for any violations that, individually or in the aggregate, that would not reasonably be expected to have or to cause a Material Adverse Effect material adverse effect on Commodorethe Companies. The propertiesSCHEDULE 3.10 of the Disclosure Schedule includes the policies of the Companies regarding the Foreign Corrupt Practices Act of 1988, assets and operations of Commodore and its Subsidiaries are in compliance in all material respects with all applicable federal, state, local and foreign Worker Safety Laws. With respect to such properties, assets and operationsas amended (the "FCPA"), including a description of the means by which information regarding such policies is disseminated to employees of the Companies. To the Owners' Knowledge, none of the Companies nor any previously ownedofficer, leased director, employee or operated propertiesagent of any of the Companies acting on behalf of the Companies has made, assets directly or operationsindirectly, any payment or promise to pay, or gift or promise to give, or authorized such a promise or gift, of any money or anything of value, directly or indirectly, to (i) any foreign official (as such term is defined in the knowledge FCPA) for the purpose of influencing any official act or decision of such official or inducing him to use his influence to affect any act or decision of a Governmental Authority or (ii) any foreign political party or official thereof or candidate for foreign political office for the purpose of influencing any official act or decision of such party, official or candidate or inducing such party, official or candidate to use its influence to affect any act or decision of a foreign government or agency or subdivision thereof, in the case of both (i) and (ii) in order to assist any of the Commodore management, there are no past Companies to obtain or current events, conditions, circumstances, activities, practices, incidents, actions retain business or plans of Commodore or direct business to any of its Subsidiaries that may interfere with the Companies, under circumstances which would subject any of the Companies or prevent compliance their respective Affiliates, officers or continued compliance directors to liability under the FCPA. Except as set forth in all material respects with applicable Worker Safety LawsSCHEDULE 3.10 of the Disclosure Schedule, other than any such interference or prevention as would not, individually or in the aggregate with any such other interference or prevention, reasonably be expected to have a Material Adverse Effect on Commodore.
(b) There is no existing event of default or event that, but for the giving of notice or lapse of time, or both, would constitute an event of default exists or, upon the consummation of the transactions contemplated by the Transaction Documents and the D&F Transaction Agreements, will exist on the part of any of the Companies under any loan or credit agreement, 37 note, bond, mortgage, indenture or guarantee of indebtedness for borrowed money and there is no existing event of default or event that, but for the giving of notice or lapse of time, or both, would constitute an event of default under any other material lease, other agreement or instrument to which Commodore or any of its Subsidiaries the Companies is a party or by which Commodore or any such Subsidiary of the Companies or any of their respective properties, assets or business[es] business is bound bound, except for any such default or event of default which would, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect material adverse effect on Commodorethe Companies.
Appears in 1 contract
Samples: Agreement (Hercules Inc)