Compliance with Law; Environmental Matters. Except as set forth in Section 2.08 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is in violation of any applicable federal, state, local or foreign statute, rule, regulation, decree, ordinance, code requirement or order of any governmental or regulatory authority or rule of common law, including, without limitation, all federal and state antitrust law (whether statutory or otherwise) (collectively, "Law") applicable to the Company or any of its subsidiaries, or any of the products produced, distributed marketed or sold by the Company or any of its subsidiaries, except for violations which would not constitute a Material Adverse Effect. Section 2.08 of the Company Disclosure Schedule sets forth a brief description of each order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any governmental or regulatory authority (each, a "Governmental Order") applicable to the Company and any of its subsidiaries. No such Governmental Order constitutes a Material Adverse Effect. Without limiting the foregoing, except as set forth in Section 2.08 of the Company Disclosure Schedule, (a) the Company and its subsidiaries have obtained and hold all Environmental Permits (other than those Environmental Permits the absence of which to obtain would not constitute a Material Adverse Effect), which are listed on Section 2.08 of the Company Disclosure Schedule, and to the Knowledge of the Company, there are no facts, conditions or circumstances that could reasonably form the basis for the revocation, denial of renewal, or material amendment or modification of any such Environmental Permit; (b) the Company and its subsidiaries are in compliance with all terms, conditions and provisions of all applicable Environmental Permits and Environmental Laws except for any non-compliance which would not constitute a Material Adverse Effect; (c) there are no pending or threatened Environmental Claims, which would constitute a Material Adverse Effect, against the Company or any of its subsidiaries, and the Company is not aware of any facts or circumstances which could reasonably be expected to form the basis for any Environmental Claim, which would constitute a Material Adverse Effect, against the Company or any of its subsidiaries; (d) no Releases of Hazardous Materials have occurred at, from, in, to, on or under any Site and no Hazardous Materials are present in, on, about or migrating to or from any Site that ar...
Compliance with Law; Environmental Matters. (i) The Borrower and each of its Subsidiaries are in compliance in all material respects with all statutes, regulations, rules and orders of any court or other governmental authority applicable to them (including all Environmental Laws) the non-compliance with which could reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole, and (ii) there has been no “release or threatened release of a hazardous substance” (as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.) or any other release, emission or discharge into the environment of any hazardous or toxic substance, pollutant or other materials from the Borrower’s or its Subsidiaries’ property other than as permitted under applicable Environmental Law and other than those which would not have a material adverse effect on the business, condition (financial or otherwise), results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole. Other than disposals (A) for which the Borrower has been indemnified in full or (B) which would not have a material adverse effect on the business, condition (financial or otherwise), results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole, all “hazardous waste” (as defined by the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq. (1976) and the regulations thereunder, 40 CFR Part 261 (“RCRA”)) generated at the Borrower’s or any Subsidiaries’ properties have in the past been and shall continue to be disposed of at sites which maintain valid permits under RCRA and any applicable state or local Environmental Law.
Compliance with Law; Environmental Matters. (i) Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect:
Compliance with Law; Environmental Matters. (i) Except for those matters that individually or in the aggregate have not had and would not reasonably be expected to have a Parent Material Adverse Effect and except as disclosed in the Filed Parent SEC Documents (other than the Cautionary Disclosures), (A) each of Parent and its Subsidiaries is and has been at all times since January 1, 2001 in compliance with all Laws and Orders applicable to it, its properties or other assets or its business or operations, and (B) each of Parent and its Subsidiaries has in effect all Permits, including Permits under Environmental Laws, necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as currently conducted. Since January 1, 2001, there has occurred no default under, or violation of, any such Permit, except for any such default or violation that individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The consummation of the Merger would not cause the revocation or cancellation of any such Permit that individually or in the aggregate would reasonably be expected to have a Parent Material Adverse Effect.
Compliance with Law; Environmental Matters. Except as set forth in Section 3.7 of the Company Disclosure Schedule, neither Media nor any of its Subsidiaries is in violation of any applicable statute, rule, regulation, decree or order of any Governmental Entity applicable to Media or its Subsidiaries, except for violations which would not have a Material Adverse Effect on Media and its Subsidiaries, taken as a whole. Without limiting the foregoing, except for matters which would not have a Material Adverse Effect on Media and its Subsidiaries, taken as a whole, or as set forth in Section 3.7 of the Company Disclosure Schedule, (i) the businesses of Media and its Subsidiaries are being conducted in compliance with applicable Environmental Laws and (ii) to the knowledge of the Company, Media and its Subsidiaries, there has been no material release at any location of any Hazardous Substance generated by the Publishing Business. Except as set forth in Section 3.7 of the Company Disclosure Schedule or as contemplated or permitted by this Agreement, Media and its Subsidiaries hold all Permits necessary for the conduct of their respective businesses as now being conducted, except where the failure to hold such Permits would not have a Material Adverse Effect on Media and its Subsidiaries, taken as a whole.
Compliance with Law; Environmental Matters. Except as set forth in the Acquiror SEC Documents or in Section 4.7 of the Acquiror Disclosure Schedule, neither Acquiror nor any of its Subsidiaries is in violation of any applicable statute, rule, regulation, decree or order of any Governmental Entity applicable to Acquiror or any of its Subsidiaries,
Compliance with Law; Environmental Matters. (a) Tenant shall, at its expense, comply with and shall cause the Premises to comply with all governmental statues, laws, rules, orders, regulations and ordinances the failure to comply with which at any time would affect the Premises or any part thereof, or the use thereof, including those which require the making of any structural, unforeseen or extraordinary changes, whether or not any of the same involve a change of policy on the part of the body enacting the same, including, but not limited to the Americans With Disabilities Act of 1990, 42 U.S.C. Section 12101 et seq. Tenant shall, at its expense, comply with all changes required in order to obtain the Required Insurance (as hereinafter defined), and with the provisions of all contracts, agreements, instruments and restrictions existing at the commencement of this Lease, including, without limitation, the Indentures for Corporate Exchange Phase Three recorded at Book 11086, Page 996 of the St. Louis County, Missouri records, or thereafter suffered or permitted by Tenant affecting the Premises or any past thereof or the ownership, occupancy or use thereof. The costs of any capital expenditures incurred by Tenant in complying with laws shall be borne by Tenant. Prior to incurring any capital expenditures to comply with laws during the last five (5) years of the term of this Lease, Tenant shall obtain the approval of Landlord to incur such expenses, which approval shall not be unreasonably withheld, delayed, or conditioned.
Compliance with Law; Environmental Matters. (a) Each Company Entity conducts, and has in the past three (3) years conducted, its business in compliance in all material respects with all applicable Laws and Permits and holds all material Permits required to be held in order to conduct its respective business. All such material Permits are in full force and effect, and to the Knowledge of Company, no event has occurred which, with notice or the lapse of time or both, would constitute a material default thereunder or material violation thereof. No Company Entity has in the past three (3) years received any notice from any Governmental Entity that such Company Entity is not in compliance with any such Law or with the terms of any such Permit. No Company Entity or, to the Knowledge of the Company, any director, officer, agent, employee or other Person acting for or on behalf of a Company Entity is or has been in the past three (3) years in violation in any material respect of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other anti-bribery or anti-corruption Laws applicable to the Company Entities. Without limiting the generality of the foregoing, the Company Entities are and have been in the past three (3) years in compliance in all material respects with all applicable Laws concerning the importation of merchandise as well as antidumping and countervailing duties, including but not limited to those administered by the U.S. Customs and Border Protection, the export or reexport of products (including technology and services), including but not limited to the Export Administration Regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security and the International Traffic in Arms Regulations administered by the U.S. Department of State, economic sanctions, including but not limited to those administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or the ethical conduct of international business activities. No Company Entity currently has, or in the past three (3) years has had, or is required to have, any Permit or export classification, as a manufacturer, exporter or otherwise, of defense articles by the International Traffic in Arms Regulations, Bureau of Industry and Security, OFAC, or the U.S. Department of State of Directorate of Defense Trade Controls. None of the Company Entities’ products, subassemblies and parts (in respect of the Business) are specifically described under any Export Control Classification Num...
Compliance with Law; Environmental Matters. (i) Except as set forth in Schedule 2.02(r) hereto, the Company and each of its Subsidiaries has all governmental licenses, franchises and permits required under applicable law for the business to be conducted in all Material respects (collectively, "Governmental Permits") other than Governmental Permits that can be readily obtained without resulting in a Material Adverse Effect.
Compliance with Law; Environmental Matters. (a) Each Company Entity conducts, and has in the past five (5) years conducted, its business in compliance in all material respects with all applicable Laws and holds all material Permits required to be held in order to conduct its respective business. No Company Entity has in the past five (5) years received any written notice from any Governmental Entity that such Company Entity is not in compliance with any such Law or with the terms of any such Permit. No Company Entity or, to the Knowledge of Seller, any director, officer, agent, employee or other Person acting for or on behalf of a Company Entity is or has been in the past five (5) years in violation in all material respect of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other anti-bribery or anti-corruption Laws applicable to the Company Entities. Each Company Entity maintains a system of internal accounting controls and compliance policies and procedures designed to facilitate and maintain compliance with anti-bribery, anti-corruption, Import Laws, and Export Laws. Without limiting the generality of the foregoing, the Company Entities are and have been in the past five (5) years in compliance in all material respects with all applicable Laws concerning (i) the ethical conduct of international business activities, (ii) the importation of merchandise as well as antidumping and countervailing duties, including but not limited to those administered by the U.S. Customs and Border Protection (collectively, “Import Laws”), and (iii) the exportation, re-exportation, or re-transfer of goods, services, technology, technical data, materials, software, and other items and with all U.S. trade sanctions and embargo Laws (collectively, “Export Laws”), including but not limited to the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations, and the sanctions and embargoes administered by the Office of Foreign Assets Control (“OFAC”). No Company Entity is, or is required by applicable Law to be, registered with ITAR.
