Common use of Compliance; No Liability Clause in Contracts

Compliance; No Liability. Seller has operated the Business and each parcel of Real Property in material compliance with all applicable Environmental Laws. Seller is not subject to any liability, penalty or expense (including legal fees), and Purchaser will not suffer or incur any loss, liability, penalty or expense (including legal fees) by virtue of any violation of any Environmental Law occurring prior to the Closing, any environmental activity conducted on or with respect to any property at or prior to the Closing or any environmental condition existing on or with respect to any property at or prior to the Closing, in each case whether or not Seller permitted or participated in such act or omission.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Balanced Care Corp), Asset Purchase Agreement (Balanced Care Corp), Asset Purchase Agreement (Balanced Care Corp)

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Compliance; No Liability. Seller has and Seller's Predecessor have operated the Business and each parcel of Leased Real Property Estate in material compliance with all applicable Environmental Laws. Seller is not subject to any liability, penalty or expense (including legal fees), and Purchaser will not suffer or incur any loss, liabilityLiability, penalty or expense (including legal fees) in connection with the Business or ownership or leasing of the Leased Real Estate by virtue of any violation of any Environmental Law occurring prior to the ClosingLaw, any environmental activity conducted on or with respect to any property at or prior to the Closing or any environmental condition existing on or with respect to any property at or prior to the Closingproperty, in each case whether or not Seller or Seller's Predecessors permitted or participated in such act or omission.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Clearview Cinema Group Inc), Asset Purchase Agreement (Clearview Cinema Group Inc), Asset Purchase Agreement (Clearview Cinema Group Inc)

Compliance; No Liability. Seller has operated the Business and each parcel of Real Property in material compliance with all applicable Environmental Laws. Seller is not subject to any liability, penalty or expense (including legal fees), and Purchaser will not suffer or incur any loss, liability, penalty or expense (including legal fees) by virtue of any violation of any Environmental Law occurring prior to the Closing, any environmental activity conducted on or with respect to any property by Seller at or prior to the Closing or any environmental condition existing on or with respect to any property at or prior to the Closing, in each case whether or not Seller permitted or participated in such act or omission.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Balanced Care Corp), Asset Purchase Agreement (Balanced Care Corp)

Compliance; No Liability. Seller has Sellers have operated the Business and each parcel of Real Property in material compliance with all applicable Environmental Laws. Seller Neither Sellers is not subject to any liabilityLiability, penalty or expense (including legal fees), and Purchaser Buyer will not suffer or incur any loss, liabilityLiability, penalty or expense (including legal fees) by virtue of any violation of any Environmental Law with respect to the Business occurring prior to the Closing, any environmental activity conducted on or with respect to any property at or prior to the Closing or any environmental condition existing on or with respect to any property at or prior to the Closing, in each case whether or not Seller Sellers permitted or participated in such act or omission.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mobley Environmental Services Inc)

Compliance; No Liability. Each Seller has operated the Business and each parcel of Real Property in material compliance with all applicable Environmental Laws. No Seller is not subject to any liabilityLiability, penalty or expense (including legal fees), and no Purchaser will not suffer or incur any loss, liabilityLiability, penalty or expense (including legal fees) by virtue of any violation of any Environmental Law occurring prior to the Closing, any environmental activity conducted on or with respect to any property at or prior to the Closing or any environmental condition existing on or with respect to any property at or prior to the Closing, in each case whether or not any Seller permitted or participated in such act or omission.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clearview Cinema Group Inc)

Compliance; No Liability. Seller has operated maintained, or caused to be maintained, the Business and each parcel of Real Property in material compliance with all applicable Environmental Lawsenvironmental laws. Seller is not subject to any liability, penalty or expense (including legal fees), and Purchaser will not suffer or incur any loss, liability, penalty or expense (including legal fees) by virtue of any violation of any Environmental Law environmental law occurring prior to the Closing, any environmental activity conducted on or with respect to any property the Real Property at or prior to the Closing or any environmental condition existing on or with respect to any property the Real Property at or prior to the Closing, in each case whether or not Seller permitted or participated in such act or omission.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Balanced Care Corp)

Compliance; No Liability. Seller has Sellers and Sellers’ Predecessor have operated the Business and each parcel of Real Property Estate in material compliance with all applicable Environmental Laws. Seller is Sellers are not subject to any liability, penalty or expense (including legal fees), and Purchaser will not suffer or incur any loss, liabilityLiability, penalty or expense (including legal fees) in connection with the Business or ownership of the Real Estate by virtue of any violation of any Environmental Law occurring prior to the ClosingLaw, any environmental activity conducted on or with respect to any property at or prior to the Closing or any environmental condition existing on or with respect to any property at or prior to the Closingproperty, in each case whether or not Seller Sellers or Sellers’ Predecessors permitted or participated in such act or omission.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)

Compliance; No Liability. Seller has operated the Business and each parcel of Real Property in material compliance with all applicable Environmental Laws. Seller is not subject to any liability, penalty or expense (including legal fees), and Purchaser will not suffer or incur any loss, liabilityLiability, penalty or expense (including legal fees) in connection with the Business by virtue of any violation of any Environmental Law occurring prior to the ClosingLaw, any environmental activity conducted on or with respect to any property at or prior to the Closing or any environmental condition existing on or with respect to any property at or prior to the Closingproperty, in each case whether or not Seller or Seller's Predecessors permitted or participated in such act or omission.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)

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Compliance; No Liability. Seller has operated the Business and each parcel of the Real Property in material compliance with all applicable Environmental Laws. Seller is not subject to any liability, penalty or expense (including legal fees), and Purchaser will not suffer or incur any loss, liability, penalty or expense (including legal fees) by virtue of any violation of any Environmental Law occurring prior to the Closing, any environmental activity conducted on or with respect to any property by such Seller at or prior to the Closing or any environmental condition existing on or with respect to any property at or prior to the Closing, in each case whether or not such Seller permitted or participated in such act or omission.

Appears in 1 contract

Samples: Asset Purchase Agreement (Balanced Care Corp)

Compliance; No Liability. Seller has operated the Business and each parcel of Real Property in material compliance with all applicable Environmental Laws. Seller is not subject to any liability, penalty or expense (including legal fees), and Purchaser will not suffer or incur any loss, liability, penalty or expense (including legal fees) by virtue of any violation of any Environmental Law occurring prior to the Closing, any environmental activity conducted on or with respect to any property by such Seller at or prior to the Closing or any environmental condition existing on or with respect to any property at or prior to the Closing, in each case whether or not such Seller permitted or participated in such act or omission.

Appears in 1 contract

Samples: Asset Purchase Agreement (Balanced Care Corp)

Compliance; No Liability. Seller has operated the Business and each parcel of the Real Property in material compliance with all applicable Environmental Laws. To Seller's Knowledge, Seller is not subject to any liability, penalty or expense (including legal fees), and Purchaser will not suffer or incur any loss, liability, penalty or expense (including legal fees) by virtue of any violation by Seller of any Environmental Law occurring prior to the Closing, any environmental activity conducted on or with respect to any property by such Seller at or prior to the Closing or any environmental condition existing on or with respect to any property at or prior to the ClosingClosing which arose during either Seller's ownership of the Real Property, in each case whether or not such Seller permitted or participated in such act or omission.

Appears in 1 contract

Samples: Asset Purchase Agreement (Balanced Care Corp)

Compliance; No Liability. Seller has The Sellers have operated the Business and each parcel of Real Property in material compliance with all applicable Environmental Laws. Seller is Sellers are not subject to any liabilityLiability, penalty or expense (including legal fees), and Purchaser no Purchasers will not suffer or incur any loss, liabilityLiability, penalty or expense (including legal fees) by virtue of any violation of any Environmental Law occurring prior to the Closing, any environmental activity conducted on or with respect to any property at or prior to the Closing or any environmental condition existing on or with respect to any property at or prior to the Closing, in each case whether or not any Seller permitted or participated in such act or omission.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clearview Cinema Group Inc)

Compliance; No Liability. The Seller has operated the Business and each parcel of Real the Leased Property in material compliance with all applicable Environmental Laws. Seller is not subject to any liabilityLiability, penalty or expense (including legal fees), and Purchaser will not suffer or incur any loss, liabilityLiability, penalty or expense (including legal fees) by virtue of any Seller's violation of any Environmental Law occurring prior to the Closing, any environmental activity conducted on or with respect to any property at or prior to the Closing or any environmental condition existing by Seller on or with respect to any property at or prior to the Closing, in each case whether or not Seller permitted or participated in such act or omission.

Appears in 1 contract

Samples: Asset Purchase Agreement (Access Integrated Technologies Inc)

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