Common use of Compliance with and Liability under Environmental Laws Clause in Contracts

Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (w) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (x) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (y) have not received notice of any actual or potential liability relating to the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and (z) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Rights Agreement (Insulet Corp), Insulet Corp, Insulet Corp

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Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, release or threat of human health and safety, the environment or release of hazardous or toxic substances or wastes, pollutants or contaminants materials (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal release or threat of release of hazardous materials, and have no knowledge of any event or toxic substances condition that would reasonably be expected to result in any such notice, (d) are not conducting or wastespaying for, pollutants in whole or contaminantsin part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, ; and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except except, in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Sales Agency Agreement (Village Bank & Trust Financial Corp.), Sales Agency Agreement (Village Bank & Trust Financial Corp.), Trinity Capital Corp

Compliance with and Liability under Environmental Laws. Except as disclosed in the Offering Memorandum, (i) The the Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health and or safety, the environment or including those relating to hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, businesses as currently conducted and (yc) have not received notice of any actual or potential liability under or relating to to, or actual violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and (z) are not a party have no knowledge of any event or condition that would reasonably be expected to result in any ordersuch notice, decree or agreement that imposes any obligation or liability under any Environmental Lawexcept where, and (ii) there are no costs or liabilities associated in each case, such noncompliance with Environmental Laws of or relating to the Company or its subsidiariesLaws, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses licenses, certificates, authorizations or approvals, approvals or cost or liability, as liability would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Oshkosh Corp), Purchase Agreement (Oshkosh Corp)

Compliance with and Liability under Environmental Laws. (i) The Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment or natural resources, including those relating to the protection generation, storage, treatment, use, handling, transportation, release or threat of human health and safetyrelease of hazardous materials, the environment or hazardous or toxic substances or wastes, pollutants or contaminants waste (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal release or threat of release of hazardous or toxic materials, substances or wasteswaste, pollutants and have no knowledge of any event or contaminantscondition that would reasonably be expected to result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Costar Group, Inc., Costar Group, Inc.

Compliance with and Liability under Environmental Laws. Except as disclosed in each of the Time of Sale Information and the Prospectus, (i) The the Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health and or safety, the environment or including those relating to hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, businesses as currently conducted and (yc) have not received notice of any actual or potential liability under or relating to to, or actual violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and (z) are not a party have no knowledge of any event or condition that would reasonably be expected to result in any ordersuch notice, decree or agreement that imposes any obligation or liability under any Environmental Lawexcept where, and (ii) there are no costs or liabilities associated in each case, such noncompliance with Environmental Laws of or relating to the Company or its subsidiariesLaws, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses licenses, certificates, authorizations or approvals, approvals or cost or liability, as liability would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Oshkosh Corp), Oshkosh Corp

Compliance with and Liability under Environmental Laws. (i) The Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment or natural resources, including those relating to the protection generation, storage, treatment, use, handling, transportation, release or threat of human health and safetyrelease of hazardous materials, the environment or hazardous or toxic substances or wastes, pollutants or contaminants waste (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal release or threat of release of hazardous or toxic materials, substances or wasteswaste, pollutants and have no knowledge of any event or contaminantscondition that would reasonably be expected to result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Costar Group Inc, Costar Group Inc

Compliance with and Liability under Environmental Laws. The Issuers (i) The Company and its subsidiaries (w) are in compliance with any and all applicable federal, state, state and local laws and foreign laws, rules, regulations, requirements, decisions, judgments, decrees and orders regulations relating to the protection of human health and safetysafety (to the extent such health and safety relate to exposure to hazardous or toxic substances or wastes, pollutants or contaminants), the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (xii) have received and are in compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (y) have not received notice of any actual or potential liability relating to the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsbusinesses as they are currently being conducted, and (ziii) are not a party to in compliance with all terms and conditions of any ordersuch permit, decree license or agreement that imposes any obligation or liability under any Environmental Lawapproval, and (ii) there are no costs or liabilities associated except where such noncompliance with Environmental Laws of or relating to the Company or its subsidiariesLaws, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive such required permits, licenses or approvalsother approvals or failure to comply with the terms and conditions of such permits, licenses or cost or liability, as approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectChange. There are no costs or liabilities arising under Environmental Laws with respect to the operations or properties of the Issuers (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties, compliance with Environmental Laws, any permit, license or approval or any related legal constraints on operating activities, and any potential liabilities of third parties assumed under contract by the Issuers) that would, individually or in the aggregate, have a Material Adverse Change.

Appears in 2 contracts

Samples: Purchase Agreement (Midstates Petroleum Company, Inc.), Purchase Agreement (Midstates Petroleum Company, Inc.)

Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”)) relating to the protection of the environment, natural resources or human health or safety, (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) are in compliance with all terms and conditions of any such permit, license or approval and (d) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws or for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the cases of (a) through (c), where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and (z) are not conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, Material Adverse Effect; and (ii) there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or relating compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to the Company or its subsidiaries, except in the case of each of (ithird parties) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would notwhich would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Brazilian Underwriting Agreement (Azul Sa), Azul Sa

Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, Release (as defined below) of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants Hazardous Materials (as defined below) (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, businesses and (yc) have not received written notice of liability under or relating to, or violation of, any actual or potential liability relating to Environmental Laws, including for the investigation or remediation of any disposal or release Release of hazardous or toxic substances or wastes, pollutants or contaminantsHazardous Materials, and (z) are not a party have no knowledge of any event or condition that would reasonably be expected to result in any order, decree or agreement that imposes any obligation or liability under any Environmental Lawsuch notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilitymatter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Baxalta Inc), Underwriting Agreement (Baxalta Inc)

Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, Release or threat of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants Release of Hazardous Materials (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal Release or release threat of hazardous or toxic substances or wastes, pollutants or contaminantsRelease of Hazardous Materials, and (z) are not a party to have no knowledge of any order, decree event or agreement condition that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental

Appears in 2 contracts

Samples: Underwriting Agreement (GeoPark LTD), Underwriting Agreement (GeoPark LTD)

Compliance with and Liability under Environmental Laws. (ia) The Company and its subsidiaries Subsidiaries (wi) are are, and at all prior times were, except as disclosed in the Company SEC Filings, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, release or threat of human health and safety, the environment or release of hazardous or toxic substances or wastes, pollutants or contaminants materials (collectively, “Environmental Laws”), (xii) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yiii) have not received written notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal release or threat of release of hazardous materials, and have no knowledge of any event or toxic substances condition that would reasonably be expected to result in any such notice, (iv) are not conducting or wastespaying for, pollutants in whole or contaminantsin part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (zv) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Bloom Energy Corp), Securities Purchase Agreement (SK Ecoplant Co., Ltd.)

Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, Release or threat of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants Release of Hazardous Materials (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal Release or release threat of hazardous Release of Hazardous Materials, and have no knowledge of any event or toxic substances condition that would reasonably be expected to result in any such notice, (d) are not conducting or wastespaying for, pollutants in whole or contaminantsin part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except except, in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Sales Agency Agreement (F&m Bank Corp)

Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are are, and since the Company’s inception were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, Release or threat of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants Release of Hazardous Materials (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal Release or release threat of hazardous Release of Hazardous Materials, and have no knowledge of any event or toxic substances condition that would reasonably be expected to result in any such notice, (d) are not conducting or wastespaying for, pollutants in whole or contaminantsin part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilitymatter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.; and

Appears in 1 contract

Samples: Healthequity Inc

Compliance with and Liability under Environmental Laws. Except as disclosed in the Offering Memorandum, (i) The the Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health and or safety, the environment or including those relating to hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businessesbusinesses as currently conducted, (yc) have not received notice of any actual or potential liability under or relating to to, or actual violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and (z) are not a party have no knowledge of any event or condition that would reasonably be expected to result in any ordersuch notice, decree or agreement that imposes any obligation or liability under any Environmental Lawexcept where, and (ii) there are no costs or liabilities associated in each case, such noncompliance with Environmental Laws of or relating to the Company or its subsidiariesLaws, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses licenses, certificates, authorizations or approvals, approvals or cost or liability, as liability would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Oshkosh Corp)

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Compliance with and Liability under Environmental Laws. (i) The Except as set forth on Section 4.1(w) of the LIH Disclosure Schedule or as would not, individually or in the aggregate, have a Company Material Adverse Effect, the Company and its current subsidiaries (wA) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees and orders relating to the Laws governing pollution or protection of human health and safetythe environment, including those governing the environment generation, storage, treatment, use, handling, transportation, Release or hazardous or toxic substances or wastes, pollutants or contaminants threatened Release of Hazardous Materials (collectively, “Environmental Laws”), (xB) have received obtained and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yC) have not received written notice of any actual or potential alleged liability relating to under, or actual or alleged violation of, Environmental Laws, including for the investigation or remediation of Releases or threatened Releases of Hazardous Materials, (D) are not conducting or paying for any disposal costs for any investigation, remediation or release of hazardous or toxic substances or wastesother corrective action at any location under any Environmental Law, pollutants or contaminants, and (zE) are not a party to to, or otherwise subject to, any order, decree or agreement Order that imposes any current obligation or liability on the Company or any of its current subsidiaries under any Environmental Law, and (iiF) there are no costs or liabilities associated with have not been named as a “potentially responsible party” under any Environmental Laws Laws, including, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability1980, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectamended.

Appears in 1 contract

Samples: Contribution Agreement (Equity One, Inc.)

Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries Controlled Entities (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees and orders relating to pollution or the protection of the environment, natural resources or human health and or safety, including those relating to the environment generation, storage, treatment, use, handling, transportation, Release or hazardous or toxic substances or wastes, pollutants or contaminants threat of Release of Hazardous Materials (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals Governmental Authorizations required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal Release or release threat of hazardous Release of Hazardous Materials, and have no knowledge of any event or toxic substances condition that would reasonably be expected to result in any such notice, (d) are not conducting or wastespaying for, pollutants in whole or contaminantsin part, and investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilitymatter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.; and (iii) except as described the

Appears in 1 contract

Samples: eHi Car Services LTD

Compliance with and Liability under Environmental Laws. (i) The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries (wi) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decisions and orders relating to the protection of human health and safety, the environment or to hazardous or toxic substances substances, or to wastes, pollutants or contaminants (collectively, “Environmental Laws”), (xii) have received obtained and are in compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, businesses (y“Environmental Permits”) and (iii) have not received notice of any actual or potential liability under any Environmental Law, including without limitation, any notice relating to the investigation or remediation of any disposal or release of hazardous or toxic substances substances, or of wastes, pollutants or contaminants, and except for (zA) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to complycomply with Environmental Laws, (B) any such failure to obtain or comply with Environmental Permits, or failure to receive required permits, licenses or approvals, or cost or (C) any such receipt of any such notice of liability, as in each case, that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Aleris Corp)

Compliance with and Liability under Environmental Laws. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) The the Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health and or safety, the environment or including those relating to hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businessesbusinesses as currently conducted, (yc) have not received notice of any actual or potential liability under or relating to to, or actual violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and (z) are not a party have no knowledge of any event or condition that would reasonably be expected to result in any ordersuch notice, decree or agreement that imposes any obligation or liability under any Environmental Lawexcept where, and (ii) there are no costs or liabilities associated in each case, such noncompliance with Environmental Laws of or relating to the Company or its subsidiariesLaws, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses licenses, certificates, authorizations or approvals, approvals or cost or liability, as liability would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Oshkosh Corp)

Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, Release (as defined below) or threat of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants Release of Hazardous Materials (as defined below) (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal Release or release threat of hazardous Release of Hazardous Materials, and have no knowledge of any event or toxic substances condition that would reasonably be expected to result in any such notice, (d) are not conducting or wastespaying for, pollutants in whole or contaminantsin part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.decree

Appears in 1 contract

Samples: Synovus Financial Corp

Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decrees, orders and orders the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the protection generation, storage, treatment, use, handling, transportation, Release or threat of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants Release of Hazardous Materials (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal Release or release threat of hazardous Release of Hazardous Materials, and have no knowledge of any event or toxic substances condition that would reasonably be expected to result in any such notice, (d) are not conducting or wastespaying for, pollutants in whole or contaminantsin part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilitymatter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.; and (iii) except as

Appears in 1 contract

Samples: Synovus Financial Corp

Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees and orders relating to the protection of human health and safetythe environment, the environment natural resources or public health, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, businesses and (yc) have not received written notice of any actual or potential liability relating to the investigation or remediation any Environmental Laws, and have no knowledge of any disposal event or release of hazardous or toxic substances or wastes, pollutants or contaminants, and (z) are not a party condition that would reasonably be expected to result in any order, decree or agreement that imposes any obligation or liability under any Environmental Law, such notice and (ii) there are no costs or liabilities associated with Environmental Laws (including, for purposes of (ii) only, common law relating to the environment or to substances regulated pursuant to Environmental Laws) of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses licenses, certificates or other authorizations or approvals, or cost or actual or potential liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Plainscapital Corp)

Compliance with and Liability under Environmental Laws. (iA) The Company and its subsidiaries (wi) are in compliance with any and all applicable foreign and U.S. federal, state, state and local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees decisions and orders relating to pollution, protection of the Environment, and protection of human health and safety, safety (as such is affected by exposure to Hazardous Materials including those relating to the environment Release or hazardous or toxic substances or wastes, pollutants or contaminants threat of Release of Hazardous Materials) (collectively, “Environmental Laws”), ; (xii) have received and are in compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, businesses and own and operate their properties; (yiii) have not received notice of any actual or potential liability relating to the under, or actual or alleged violation of, any Environmental Law, including for investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsHazardous Materials, and (z) are not a party have no knowledge of any event or condition that would reasonably be expected to result in any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiariessuch notice, except in the each case of each of (i) and (ii) abovewhere such non-compliance with Environmental Laws, for any such failure to comply, or failure to receive or comply with required permits, licenses or other approvals, liability or cost or liabilityviolation, as would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.; and (B) except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there are no proceedings that are pending, or that are known by the Company to be threatened by a governmental entity,

Appears in 1 contract

Samples: Acushnet Holdings Corp.

Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (wa) are are, and have been, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees and orders relating to the protection of human health and safety, the environment or hazardous natural resources, including those relating to the generation, storage, treatment, use, handling, transportation, Release or toxic substances or wastes, pollutants or contaminants threat of Release of Hazardous Materials (collectively, “Environmental Laws”), (xb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (yc) have not received notice of any actual or potential liability under or relating to the investigation to, or remediation actual or potential violation of, any Environmental Laws, and have no knowledge of any disposal event or release of hazardous condition that would reasonably be expected to result in any such notice, (d) are not conducting or toxic substances paying for, in whole or wastesin part, pollutants any investigation, remediation or contaminantsother corrective action pursuant to any Environmental Law at any location, and (ze) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilitymatter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.; and (iii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a)

Appears in 1 contract

Samples: Umpqua Holdings Corp

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