Common use of Compliance with Laws; Environmental Matters Clause in Contracts

Compliance with Laws; Environmental Matters. (a) (i) The Contributed Companies and Subsidiaries thereof are, and at all times since the Relevant Date have been, in material compliance with all Laws, including those relating to occupational health and safety, and all Judgments applicable to any Contributed Company or Subsidiary thereof or any assets owned or used by any of them; and (ii) to the Knowledge of the Contributors, no circumstances exist, and since the Relevant Date no event has occurred, that (with or without notice or lapse of time, or both) would constitute or result in a violation by any Contributed Company or Subsidiary thereof of, or a failure on the part of any Contributed Company or Subsidiary thereof to materially comply with, any Law, or any Judgment applicable to any Contributed Company or Subsidiary thereof or any assets owned or used by any of them, or would give rise to any material obligation on the part of any Contributed Company or Subsidiary thereof to undertake, or to bear all or any material portion of the cost of, any remedial action of any nature. To Contributors’ Knowledge, no Contributor or Contributed Company or Subsidiary thereof has received any communication since the Relevant Date seeking any Judgment or alleging that a Contributed Company or Subsidiary thereof is not in compliance in any material respect with any Law or any Judgment. There are no Judgements applicable to any Contributed Company or Subsidiary thereof or any assets owned or used by any of them. The Contributors and the Contributed Companies have made available for inspection by PEGC I OP before the date hereof all material Filings made by the Contributors, with respect to their ownership or operation of the Contributed Companies, or by any Contributed Company or Subsidiary thereof with any Governmental Entity since the Relevant Date to the date of this Agreement. All such Filings were timely filed and were in compliance in all material respects with all Laws when filed. No material deficiencies have been asserted by any such Governmental Entity with respect to such Filings that have not been cured or satisfied.

Appears in 2 contracts

Samples: Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.), Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.)

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Compliance with Laws; Environmental Matters. (a) Except for environmental matters, which are addressed in Section 4.17(b), (i) The Contributed Companies and Subsidiaries thereof the PECO Entities are, and at all times since the Relevant Date have been, in material compliance with all Laws, including those relating to occupational health and safety, and all Judgments applicable to any Contributed Company or Subsidiary thereof PECO Entity or any assets owned or used by any of them; and (ii) to the Knowledge of the ContributorsPECO, no circumstances exist, and since the Relevant Date no event has occurred, that (with or without notice or lapse of time, or both) would constitute or result in a violation by any Contributed Company or Subsidiary thereof PECO Entity of, or a failure on the part of any Contributed Company or Subsidiary thereof PECO Entity to materially comply with, any Law, or any Judgment applicable to any Contributed Company or Subsidiary thereof PECO Entity or any assets owned or used by any of them, or would give rise to any material obligation on the part of any Contributed Company or Subsidiary thereof PECO Entity to undertake, or to bear all or any material portion of the cost of, any remedial action of any nature. To Contributors’ Knowledge, no Contributor or Contributed Company or Subsidiary thereof No PECO Entity has received any written notice or, to the Knowledge of PECO, any other communication since the Relevant Date seeking any Judgment or alleging that a Contributed Company or Subsidiary thereof any PECO Entity is not in compliance in any material respect with any Law or any Judgment. There are no Judgements Judgments applicable to any Contributed Company or Subsidiary thereof PECO Entity or any assets owned or used by any of them. The Contributors and the Contributed Companies have PECO has made available for inspection by PEGC I OP before the Company prior to the date hereof all material Filings made by the Contributors, with respect to their ownership or operation of the Contributed Companies, or by any Contributed Company or Subsidiary thereof PECO Entities with any Governmental Entity since the Relevant Date to the date of this Agreement. All such Filings were timely filed and were in compliance in all material respects with all Laws when filed. No material deficiencies have been asserted by any such Governmental Entity with respect to such Filings that have not been cured or satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Phillips Edison Grocery Center Reit Ii, Inc.)

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Compliance with Laws; Environmental Matters. (a) Except for environmental matters, which are addressed in Section 4.17(b), and except as would not, individually or in the aggregate, reasonably be expected to have a PECO Material Adverse Effect: (i) The Contributed Companies and Subsidiaries thereof the PECO Entities are, and at all times since the Relevant Date have been, in material compliance with all Laws, including those relating to occupational health and safety, and all Judgments applicable to any Contributed Company or Subsidiary thereof PECO Entity or any assets owned or used by any of them; and (ii) to the Knowledge of the ContributorsPECO, no circumstances exist, and since the Relevant Date no event has occurred, that (with or without notice or lapse of time, or both) would constitute or result in a violation by any Contributed Company or Subsidiary thereof PECO Entity of, or a failure on the part of any Contributed Company or Subsidiary thereof PECO Entity to materially comply with, any Law, or any Judgment applicable to any Contributed Company or Subsidiary thereof PECO Entity or any assets owned or used by any of them, or would give rise to any material obligation on the part of any Contributed Company or Subsidiary thereof PECO Entity to undertake, or to bear all or any material portion of the cost of, any remedial action of any nature. To Contributors’ Knowledge, no Contributor or Contributed Company or Subsidiary thereof has received any communication since the Relevant Date seeking any Judgment or alleging that a Contributed Company or Subsidiary thereof is not in compliance in any material respect with any Law or any Judgment. There ; (iii) there are no Judgements Judgments applicable to any Contributed Company or Subsidiary thereof PECO Entity or any assets owned or used by any of them. The Contributors and the Contributed Companies have made available for inspection by PEGC I OP before the date hereof ; (iv) all material Filings made by the Contributors, with respect to their ownership or operation of the Contributed Companies, or by any Contributed Company or Subsidiary thereof PECO Entities with any Governmental Entity since the Relevant Date to the date of this Agreement. All such Filings Agreement were timely filed and were in compliance in all material respects with all Laws when filed. No material ; (v) no deficiencies have been asserted by any such Governmental Entity with respect to such Filings that have not been cured or satisfied; and (vi) no PECO Entity has received any written notice or, to the Knowledge of PECO, any other communication since the Relevant Date seeking any Judgment or alleging that any PECO Entity is not in compliance with any Law or any Judgment.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Phillips Edison Grocery Center REIT III, Inc.)

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