Safety, Zoning, and Environmental Matters. (a) Neither the Company, nor any of its Subsidiaries, is or has been in violation 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 the Company or any of its Subsidiaries alleging any failure by 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 Company or any of its Subsidiaries, nor any leasehold improvements thereto, nor any business conducted by the Company or any of its Subsidiaries thereon, 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. (c) Neither the Company, nor any of its Subsidiaries, is presently, or has 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 the Company or any of its Subsidiaries received any written notice alleging any such violation. (d) Neither the Company, nor any of its Subsidiaries, has received any notice or request for information from any third party, including without limitation any federal, state, or local governmental authority, (i) that 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 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 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) Neither the Company, The Company is not nor any of its Subsidiaries, is 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 demand, or notice has been filed or commenced against or received by the Company or any of its Subsidiaries it alleging any failure by the Company or any of its Subsidiaries 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 or any of its SubsidiariesCompany, nor any leasehold improvements thereto, nor any business conducted by the Company or any of its Subsidiaries thereon, is 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) Neither the Company, nor any of its Subsidiaries, The Company is not presently, or 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, other than those the violation of which would not, either in any case or in the aggregate, have a Material Adverse Effect, nor has the Company or any of its Subsidiaries it received any written notice alleging any such violation.
(d) Neither the Company, nor any of its Subsidiaries, 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 the Company or any of its Subsidiaries 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 the Company or any of its Subsidiaries 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 the Company or any of its Subsidiaries 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)
Safety, Zoning, and Environmental Matters. (a) Neither the Company, The Company is not nor any of its Subsidiaries, is or has ever 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 demand, or notice has been filed or commenced against or received by the Company or any of its Subsidiaries it alleging any failure by the Company or any of its Subsidiaries 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 or any of its SubsidiariesCompany, nor any leasehold improvements thereto, nor any business conducted by the Company or any of its Subsidiaries thereon, is 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.
(c) Neither the Company, nor any of its Subsidiaries, The Company is not presently, or 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, other than those the violation of which would not, either in any case or in the aggregate, have a Material Adverse Effect, nor has the Company or any of its Subsidiaries them received any written notice alleging any such violation.
(d) Neither . As used herein, the Companyterm "Environmental Laws" ------------------ means, nor 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 of its Subsidiariesand all state or local statutes, has received any notice or request for information from any third partyregulations, including without limitation any federalordinances, stateorders, and decrees relating to health, safety, or local governmental authoritythe environment, (i) that each, as the Company or any case may be, as amended. The term "CERCLA" means the Comprehensive Environmental Response, ------ Compensation and Liability Act of its Subsidiaries has been identified by the EPA or any state environmental regulatory authority 1980, 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 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 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 Damagesamended.
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) Neither the Company, The Company is not nor any of its Subsidiaries, is 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 demand, or notice has been filed or commenced against or received by the Company or any of its Subsidiaries it alleging any failure by the Company or any of its Subsidiaries 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 or any of its SubsidiariesCompany, nor any leasehold improvements thereto, nor any business conducted by the Company or any of its Subsidiaries thereon, is 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.
(c) Neither Other than such as would not have a Material Adverse Effect, the Company, nor any of its Subsidiaries, Company is not presently, or 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, other than those the violation of which would not, either in any case or in the aggregate, have a Material Adverse Effect, nor has the Company or any of its Subsidiaries it received any written notice alleging any such violation.
(d) Neither the Company, nor any of its Subsidiaries, 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 the Company or any of its Subsidiaries 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 the Company or any of its Subsidiaries 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 the Company or any of its Subsidiaries 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
Safety, Zoning, and Environmental Matters. (a) Neither the CompanyWinsonic, nor any of its Subsidiaries, is or has been in violation 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 demand, or notice has been filed or commenced against or received by the Company Winsonic or any of its Subsidiaries alleging any failure by the Company 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 Company Winsonic or any of its Subsidiaries, nor any leasehold improvements thereto, nor any business conducted by the Company Winsonic or any of its Subsidiaries thereon, 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.
(c) Neither the CompanyWinsonic, nor any of its Subsidiaries, is presently, or has 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 the Company Winsonic or any of its Subsidiaries received any written notice alleging any such violation.
(d) Neither the CompanyWinsonic, nor any of its Subsidiaries, has received any notice or request for information from any third party, including without limitation any federal, state, or local governmental authority, (i) that the Company 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 the Company 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 the Company 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
Safety, Zoning, and Environmental Matters. (a) Neither the Company, nor any of its Subsidiaries, The Company is or not and has not been in violation 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 demand, or notice has been filed or commenced against or received by the Company or any of its Subsidiaries it alleging any failure by the Company or any of its Subsidiaries 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 or any of its SubsidiariesCompany, nor any leasehold improvements thereto, nor any business conducted by the Company or any of its Subsidiaries thereon, is 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.
(c) Neither the Company, nor any of its Subsidiaries, The Company is not presently, or 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, other than those the violation of which would not, either in any case or in the aggregate, have a Material Adverse Effect, nor has the Company or any of its Subsidiaries it received any written notice alleging any such violation.
(d) Neither the Company, nor any of its Subsidiaries, 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 the Company or any of its Subsidiaries 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 the Company or any of its Subsidiaries 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 the Company or any of its Subsidiaries 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)