Common use of Safety, Zoning, and Environmental Matters Clause in Contracts

Safety, Zoning, and Environmental Matters. (a) The Company is not nor has it been in violation in any material respect of any applicable statute, law, or regulation relating to occupational health or safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against or received by it alleging any failure by it to comply with any such statute, law, or regulation, nor is there any basis therefor known to the Company. (b) To the best of the Company's knowledge, none of the real properties presently owned, leased, or operated by the Company, nor any leasehold improvements thereto, nor any business conducted by the Company thereon, are in violation of any applicable land use or zoning requirements, including without limitation any building line or use or occupancy restriction, any public utility or other easement, any limitation, condition, or covenant of record, or any zoning or building law, code, or ordinance, where such violation would have a Material Adverse Effect. (c) The Company is not presently, and has never been, in violation of any judgment, decree, order, statute, law, permit, license, rule, or regulation pertaining to environmental matters, including without limitation those arising under any Environmental Laws, nor has it received any written notice alleging any such violation. (d) The Company has not received any notice or request for information from any third party, including without limitation any federal, state, or local governmental authority, (i) that it has been identified by the EPA or any state environmental regulatory authority as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B, or under any equivalent state law; (ii) that any Hazardous Substances that it has generated, transported, or disposed of have been found at any site at which a federal, state, or local agency or other third party has conducted or has ordered it to conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or will or may be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding arising out of any third party's incurrence of Damages in connection with the release (within the meaning of CERCLA) of any Hazardous Substances or any other environmental matters. No circumstances exist that could reasonably be expected to give rise to any such notice or request for information or to any Damages.

Appears in 2 contracts

Samples: Series C Preferred Stock Purchase Agreement (Net Value Holdings Inc), Series C Preferred Stock Purchase Agreement (Net Value Holdings Inc)

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Safety, Zoning, and Environmental Matters. (a) The Company Neither the Company, nor any of its Subsidiaries, is not nor or has it been in violation in any material respect of any applicable statute, law, or regulation relating to occupational health or safety, other than those the violation of which would not, either in any case or in the aggregate, have a Material Adverse Effect, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demanddemand , or notice has been filed or commenced against or received by it the Company or any of its Subsidiaries alleging any failure by it the Company or any of its Subsidiaries to comply with any such statute, law, or regulation, nor is there any basis therefor known to the Company. (b) To the best of the Company's knowledge, none of the real properties presently owned, leased, or operated by the CompanyCompany or any of its Subsidiaries, nor any leasehold improvements thereto, nor any business conducted by the Company or any of its Subsidiaries thereon, are is in violation of any applicable land use or zoning requirements, including without limitation any building line or use or occupancy restriction, any public utility or other easement, any limitation, condition, or covenant of record, or any zoning or building law, code, or ordinance, where such violation would have a Material Adverse Effect. (c) The Company Neither the Company, nor any of its Subsidiaries, is not presently, and or has never been, in violation of any judgment, decree, order, statute, law, permit, license, rule, or regulation pertaining to environmental matters, including without limitation those arising under any Environmental Laws, other than those the violation of which would not, either in any case or in the aggregate, have a Material Adverse Effect, nor has it the Company or any of its Subsidiaries received any written notice alleging any such violation. (d) The Company Neither the Company, nor any of its Subsidiaries, has not received any notice or request for information from any third party, including without limitation any federal, state, or local governmental authority, (i) that it the Company or any of its Subsidiaries has been identified by the EPA or any state environmental regulatory authority as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B, or under any equivalent state law; (ii) that any Hazardous Substances that it the Company or any of its Subsidiaries has generated, transported, or disposed of have been found at any site at which a federal, state, or local agency or other third party has conducted or has ordered it to conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it the Company or any of its Subsidiaries is or will or may be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding arising out of any third party's incurrence of Damages in connection with the release (within the meaning of CERCLA) of any Hazardous Substances or any other environmental matters. No circumstances exist that could reasonably be expected to give rise to any such notice or request for information or to any Damages.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Media & Entertainment Com Inc), Stock Purchase Agreement (Johnson Winston)

Safety, Zoning, and Environmental Matters. (a) The Company is not nor has it ever been in violation in any material respect of any applicable statute, law, or regulation relating to occupational health or safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against or received by it alleging any failure by it to comply with any such statute, law, or regulation, nor is there any basis therefor known to the Company. (b) To the best of the Company's knowledge, none of the real properties presently owned, leased, or operated by the Company, nor any leasehold improvements thereto, nor any business conducted by the Company thereon, are in violation in any material respect of any applicable land use or zoning requirements, including without limitation any building line or use or occupancy restriction, any public utility or other easement, any limitation, condition, or covenant of record, or any zoning or building law, code, or ordinance, where such violation would have a Material Adverse Effect. (c) The Company is not presently, and has never been, in violation of any judgment, decree, order, statute, law, permit, license, rule, or regulation pertaining to environmental matters, including without limitation those arising under any Environmental Laws, nor has it any of them received any written notice alleging any such violation. (d) The Company has not received . As used herein, the term "Environmental Laws" ------------------ means, collectively, the Resource Conservation and Recovery Act, CERCLA, the Superfund Amendments and Reauthorization Act of 1986, the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, and any notice and all state or request for information from any third partylocal statutes, including without limitation any federalregulations, stateordinances, orders, and decrees relating to health, safety, or local governmental authoritythe environment, (i) that it has been identified by each, as the EPA or any state environmental regulatory authority case may be, as a potentially responsible party under CERCLA with respect to a site listed on amended. The term "CERCLA" means the National Priorities ListComprehensive Environmental Response, 40 C.F.R. Part 300 Appendix B------ Compensation and Liability Act of 1980, or under any equivalent state law; (ii) that any Hazardous Substances that it has generated, transported, or disposed of have been found at any site at which a federal, state, or local agency or other third party has conducted or has ordered it to conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or will or may be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding arising out of any third party's incurrence of Damages in connection with the release (within the meaning of CERCLA) of any Hazardous Substances or any other environmental matters. No circumstances exist that could reasonably be expected to give rise to any such notice or request for information or to any Damagesas amended.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (Prime Response Inc/De), Common Stock and Warrant Purchase Agreement (Prime Response Group Inc/De)

Safety, Zoning, and Environmental Matters. (a) The Company is not nor and has it not been in violation in any material respect of any applicable statute, law, or regulation relating to occupational health or safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against or received by it alleging any failure by it to comply with any such statute, law, or regulation, nor is there any basis therefor known to the Company. (b) To the best of the Company's knowledge, none None of the real properties presently owned, leased, or operated by the Company, nor any leasehold improvements thereto, nor any business conducted by the Company thereon, are in material violation of any applicable land use or zoning requirements, including without limitation any building line or use or occupancy restriction, any public utility or other easement, any limitation, condition, or covenant of record, or any zoning or building law, code, or ordinance, where such violation would have a Material Adverse Effect. (c) The Company is not presently, and has never been, in material violation of any judgment, decree, order, statute, law, permit, license, rule, or regulation pertaining to environmental matters, including without limitation those arising under any Environmental Laws, nor has it received any written notice alleging any such violation. (d) The Company has not received any notice or request for information from any third party, including without limitation any federal, state, or local governmental authority, (i) that it has been identified by the EPA or any state environmental regulatory authority as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B, or under any equivalent state law; (ii) that any Hazardous Substances that it has generated, transported, or disposed of have been found at any site at which a federal, state, or local agency or other third party has conducted or has ordered that it to conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or will or may be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding arising out of any third party's incurrence of Damages in connection with the release (within the meaning of CERCLA) of any Hazardous Substances or any other environmental matters. No circumstances exist that could reasonably be expected to give rise to any such notice or request for information or to any Damages.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Access Solutions International Inc)

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Safety, Zoning, and Environmental Matters. (a) The Company is not nor has it been in violation in any material respect of any applicable statute, law, or regulation relating to occupational health or safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against or received by it alleging any failure by it to comply with any such statute, law, or regulation, nor is there any reasonable basis therefor known to the CompanyCompany or the Founders. (b) To the best of the Company's and the Founders' knowledge, none of the real properties presently owned, leased, or operated by the Company, nor any leasehold improvements thereto, nor any business conducted by the Company thereon, are in violation of any applicable land use or zoning requirements, including without limitation any building line or use or occupancy restriction, any public utility or other easement, any limitation, condition, or covenant of record, or any zoning or building law, code, or ordinance, where . (c) Other than such violation as would not have a Material Adverse Effect. (c) The , the Company is not presently, and has never been, in violation of any judgment, decree, order, statute, law, permit, license, rule, or regulation pertaining to environmental matters, including without limitation those arising under any Environmental Laws, nor has it received any written notice alleging any such violation. (d) The Company has not received any notice or request for information from any third party, including without limitation any federal, state, or local governmental authority, (i) that it has been identified by the EPA or any state environmental regulatory authority as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B, or under any equivalent state law; (ii) that any Hazardous Substances that it has generated, transported, or disposed of have been found at any site at which a federal, state, or local agency or other third party has conducted or has ordered it to conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or will or may be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding arising out of any third party's incurrence of Damages in connection with the release (within the meaning of CERCLA) of any Hazardous Substances or any other environmental matters. No circumstances exist that could reasonably be expected to give rise to any such notice or request for information or to any Damages.

Appears in 1 contract

Samples: Series D Senior Participating Convertible Redeemable Preferred Stock Purchase Agreement (Art Technology Group Inc)

Safety, Zoning, and Environmental Matters. (a) The Company Neither Winsonic, nor any of its Subsidiaries, is not nor or has it been in violation in any material respect of any applicable statute, law, or regulation relating to occupational health or safety, other than those the violation of which would not, either in any case or in the aggregate, have a Material Adverse Effect, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against or received by it Winsonic or any of its Subsidiaries alleging any failure by it Winsonic or any of its Subsidiaries to comply with any such statute, law, or regulation, nor is there any basis therefor known to the CompanyWinsonic or Shareholder. (b) To the best of the Company's Winsonic’s or Shareholder’s knowledge, none of the real properties presently owned, leased, or operated by the CompanyWinsonic or any of its Subsidiaries, nor any leasehold improvements thereto, nor any business conducted by the Company Winsonic or any of its Subsidiaries thereon, are is in violation of any applicable land use or zoning requirements, including without limitation any building line or use or occupancy restriction, any public utility or other easement, any limitation, condition, or covenant of record, or any zoning or building law, code, or ordinance, where such violation would have a Material Adverse Effect. (c) The Company Neither Winsonic, nor any of its Subsidiaries, is not presently, and or has never been, in violation of any judgment, decree, order, statute, law, permit, license, rule, or regulation pertaining to environmental matters, including without limitation those arising under any Environmental Laws, other than those the violation of which would not, either in any case or in the aggregate, have a Material Adverse Effect, nor has it Winsonic or any of its Subsidiaries received any written notice alleging any such violation. (d) The Company Neither Winsonic, nor any of its Subsidiaries, has not received any notice or request for information from any third party, including without limitation any federal, state, or local governmental authority, (i) that it Winsonic or any of its Subsidiaries has been identified by the EPA or any state environmental regulatory authority as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B, or under any equivalent state law; (ii) that any Hazardous Substances that it Winsonic or any of its Subsidiaries has generated, transported, or disposed of have been found at any site at which a federal, state, or local agency or other third party has conducted or has ordered it to conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it Winsonic or any of its Subsidiaries is or will or may be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding arising out of any third party's ’s incurrence of Damages in connection with the release (within the meaning of CERCLA) of any Hazardous Substances or any other environmental matters. No circumstances exist that could reasonably be expected to give rise to any such notice or request for information or to any Damages.

Appears in 1 contract

Samples: Merger Agreement (Media & Entertainment Com Inc)

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