Common use of Compliance with Worker Safety and Environmental Laws Clause in Contracts

Compliance with Worker Safety and Environmental Laws. (a) Except as otherwise set forth in a disclosure letter making reference to this section, (i) the properties, assets and operations of the Company and its Subsidiaries are in compliance with all applicable federal, state, local, regional and foreign laws, rules and regulations, orders, decrees, common law, judgments, permits and licenses relating to public and worker health and safety (collectively, "Worker Safety Laws") and the protection, regulation and clean-up of the indoor and outdoor environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous or toxic materials, substances, wastes, pollutants and contaminants including, without limitation, asbestos, petroleum, radon and polychlorinated biphenyls (collectively, "Environmental Laws"), except for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; and (ii) with respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, as of the date hereof and at the Effective Time, there are no past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance with applicable Worker Safety Laws and Environmental Laws, other than any such interference or prevention that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Crescent Real Estate Equities Co), 1 Agreement and Plan of Merger (Crescent Real Estate Equities Co), Agreement and Plan of Merger (Station Casinos Inc)

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Compliance with Worker Safety and Environmental Laws. (a) Except as otherwise set forth in a disclosure letter making reference to this sectionSection 3.13 of the Company Letter, (i) the properties, assets and operations of the Company and its Subsidiaries are in compliance with all applicable federal, state, local, regional and foreign laws, rules and regulations, orders, decrees, common law, judgments, permits and licenses relating to public and worker health and safety (collectively, "Worker Safety Laws") and the protection, regulation and clean-up of the indoor and outdoor environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous or toxic materials, substances, wastes, pollutants and contaminants including, without limitation, asbestos, petroleum, radon and polychlorinated biphenyls (collectively, "Environmental Laws"), except for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; and (ii) with . With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, as of the date hereof and at the Effective Time, there are no past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance with applicable Worker Safety Laws and Environmental Laws, other than any such interference or prevention that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Itt Corp /Nv/), Agreement and Plan of Merger (Itt Corp /Nv/), Agreement and Plan of Merger (Starwood Lodging Corp)

Compliance with Worker Safety and Environmental Laws. (a) Except as otherwise set forth in a disclosure letter making reference to this section, (i) the properties, assets and operations of the Company Crescent and its Subsidiaries are in compliance with all applicable federal, state, local, regional and foreign laws, rules and regulations, orders, decrees, common law, law judgments, permits and licenses relating to public and worker health and safety (collectively, "Worker Safety Laws") and the protection, regulation and clean-up of the indoor and outdoor environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous or toxic materials, substances, wastes, pollutants and contaminants including, without limitation, asbestos, petroleum, radon and polychlorinated biphenyls (collectively, "Environmental Laws"), except for any violations violation that, individually or in the aggregate, have has not had, and or would not reasonably be expected to have, a Material Adverse Effect on the CompanyCrescent; and (ii) with respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, as of the date hereof and at the Effective Time, there are no past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company Crescent or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance with applicable Worker Safety Laws and Environmental Laws, other than any such interference or prevention that, individually or in the aggregate, has not had, and or would not reasonably be expected to have, a Material Adverse Effect on the CompanyCrescent.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Crescent Real Estate Equities Co), Agreement and Plan of Merger (Station Casinos Inc), 1 Agreement and Plan of Merger (Crescent Real Estate Equities Co)

Compliance with Worker Safety and Environmental Laws. (a) Except as otherwise set forth in a disclosure letter making reference to this sectionSection 2.11 of the Parent Letter, (i) the properties, assets and operations of the Company Parent Companies and its their 11 16 respective Subsidiaries are in compliance with all applicable federal, state, local, regional and foreign laws, rules and regulations, orders, decrees, common law, judgments, permits and licenses relating to public and worker health and safety (collectively, "Worker Safety Laws") and the protection, regulation and clean-up of the indoor and outdoor environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous or toxic materials, substances, wastes, pollutants and contaminants including, without limitation, asbestos, petroleum, radon and polychlorinated biphenyls (collectively, "Environmental Laws"), except for any violations that, individually or in the aggregate, have has not had, and or would not reasonably be expected to have, a Material Adverse Effect on the Company; and (ii) with Parent Companies. With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, as of the date hereof and at the Effective Time, there are no past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company Parent Companies or any of its their respective Subsidiaries that may interfere with or prevent compliance or continued compliance with applicable Worker Safety Laws and Environmental Laws, other than any such interference or prevention that, individually or in the aggregate, has not had, or would not reasonably be expected to have, a Material Adverse Effect on the Parent Companies. (b) The Parent Companies and their respective Subsidiaries have not caused or permitted any property, asset, operation, including any previously owned property, asset or operation, to use, generate, manufacture, refine, transport, treat, store, handle, dispose, transfer or process hazardous or toxic materials, substances, wastes, pollutants or contaminants, except in material compliance with all Environmental Laws and Worker Safety Laws, other than any such activity that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the CompanyParent Companies. The Parent Companies and their respective Subsidiaries have not reported to any Governmental Entity any material violation of an Environmental Law or any release, discharge or emission of any hazardous or toxic materials, substances, wastes, pollutants or contaminants, other than any such violation, release, discharge or emission that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Parent Companies. The Parent Companies have no Knowledge of any pending, threatened or anticipated claims or liabilities under CERCLA, 42 U.S.C. sec. 9601 et seq., RCRA, 42 U.S.C. sec. 6901 et seq., or equivalent state law provisions and no Knowledge that any current or former property, asset or operation is identified or currently proposed for the National Priorities List at 40 CFR sec. 300, Appendix B, or the CERCLIS or equivalent state lists or hazardous substances release sites. Section 2.12

Appears in 1 contract

Samples: Execution Version Agreement and Plan (Starwood Lodging Corp)

Compliance with Worker Safety and Environmental Laws. (a) Except as otherwise set forth in a disclosure letter making reference to this sectionSection 2.11 of the Parent Letter, (i) the properties, assets and operations of the Company Parent Companies and its their respective Subsidiaries are in compliance with all applicable federal, state, local, regional and foreign laws, rules and regulations, orders, decrees, common law, judgments, permits and licenses relating to public and worker health and safety (collectively, "Worker Safety Laws") and the protection, regulation and clean-up of the indoor and outdoor environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous or toxic materials, substances, wastes, pollutants and contaminants including, without limitation, asbestos, petroleum, radon and polychlorinated biphenyls (collectively, "Environmental Laws"), except for any violations that, individually or in the aggregate, have has not had, and or would not reasonably be expected to have, a Material Adverse Effect on the Company; and (ii) with Parent Companies. With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, as of the date hereof and at the Effective Time, there are no past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company Parent Companies or any of its their respective Subsidiaries that may interfere with or prevent compliance or continued compliance with applicable Worker Safety Laws and Environmental Laws, other than any such interference or prevention that, individually or in the aggregate, has not had, and or would not reasonably be expected to have, a Material Adverse Effect on the CompanyParent Companies.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Itt Corp /Nv/)

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Compliance with Worker Safety and Environmental Laws. (a) Except as otherwise set forth in a disclosure letter making reference on the "Environmental Schedule" attached hereto, to this sectionthe best of the ITT Officers' Knowledge, (i) the properties, assets and operations of the Company and its Subsidiaries are in compliance with all applicable federal, state, local, regional and foreign laws, rules and regulations, orders, decrees, common law, judgments, permits and licenses relating to public and worker health and safety (collectively, "Worker Safety Laws") and the protection, regulation and clean-up of the indoor and outdoor environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous or toxic materials, substances, wastes, pollutants and contaminants including, without limitation, asbestos, petroleum, radon and polychlorinated biphenyls (collectively, "Environmental Laws"), except for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; and (ii) . To the best of the ITT Officers' Knowledge, with respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, as of the date hereof and at the Effective Time, there are no past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance with applicable Worker Safety Laws and Environmental Laws, other than any such interference or prevention that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Reorganization Agreement (Itt Corp /Nv/)

Compliance with Worker Safety and Environmental Laws. (a) Except as otherwise set forth in a disclosure letter making reference to this sectionSection 3.21 of the SeraNova Disclosure Schedule, (i) the properties, assets and operations of the Company SeraNova and its Subsidiaries are in compliance with all applicable federal, state, local, regional and foreign laws, rules and regulations, orders, decrees, common law, judgments, permits and licenses relating to public and worker health and safety (collectively, the "Worker Safety LawsWORKER SAFETY LAWS") and the protection, regulation and clean-up of the indoor and outdoor environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous or toxic materials, substances, wastes, pollutants and contaminants including, without limitation, asbestos, petroleum, radon and polychlorinated biphenyls (collectively, the "Environmental LawsENVIRONMENTAL LAWS"), except for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected likely to have, a Material Adverse Effect on the Company; and (ii) with SeraNova. With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, as of the date hereof and at the Effective Time, there are no past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company SeraNova or any of its Subsidiaries that may interfere with with, or prevent compliance or continued compliance with with, applicable Worker Safety Laws and Environmental Laws, other than any such interference or prevention that, individually or in the aggregate, has not had, and would not reasonably be expected likely to have, a Material Adverse Effect on the CompanySeraNova and its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seranova Inc)

Compliance with Worker Safety and Environmental Laws. (a) Except as otherwise set forth in a disclosure letter making reference to this section, (i) the The properties, assets and operations of the Company ITI and its Subsidiaries are in compliance with all applicable federal, state, local, regional local and foreign laws, rules and regulations, orders, decrees, common law, judgments, permits and licenses relating to public and worker health and safety (collectively, "Worker Safety Laws") and the protection, regulation protection and clean-up of the indoor and outdoor environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous or toxic materials, substances, wastes, pollutants and contaminants including, without limitation, asbestos, petroleum, radon and polychlorinated biphenyls materials (collectively, "Environmental Laws"), except for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect on ITI. No hazardous materials have been released, spilled, leaked, discharged, disposed of, pumped, poured, emitted, emptied, injected, leached, dumped or allowed to escape ("Releases") by any person at any property now owned, operated or leased by ITI or its Subsidiaries or by ITI or a Subsidiary at any property formerly owned, operated or leased by ITI or its Subsidiaries, except for such Releases that individually and in the Company; aggregate would not have a Material Adverse Effect on ITI. Neither ITI nor any Subsidiary have received any request for information, notice of claim, demand or notification that it is or may be potentially responsible with respect to any investigation or clean-up of any threatened or actual Release. Except as set forth in Section 2.13 of the ITI Letter and (ii) with heretofore provided to SLC, within the past five years, there have been no environmental inspections, studies, audits, tests, reviews or other analyses conducted by a third party environmental consultant or engineer in relation to any property or business now or previously owned, operated or leased by ITI or its Subsidiaries. With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, as of the date hereof and at the Effective Time, there are no past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company ITI or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance with applicable Worker Safety Laws and Environmental Laws, other than any such interference or prevention thatas would not, individually or in the aggregateaggregate with any such other interference or prevention, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the CompanyITI.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Iti Technologies Inc)

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