Common use of Environmental Compliance Matters Clause in Contracts

Environmental Compliance Matters. The businesses of Parent and its Subsidiaries as conducted in the past were not and as currently being conducted are not in violation of any Environmental Laws, except for any such violation which would not have, individually or in the aggregate, a Material Adverse Effect. Parent and its Subsidiaries have timely filed all material reports, obtained all material approvals and permits and generated and maintained all material data, documentation and records required under any applicable Environmental Laws, except where the failure to do so would not have, individually or in the aggregate, a Material Adverse Effect. Neither Parent, its Subsidiaries nor, to the Knowledge of Parent or its Subsidiaries, any other Person has placed, stored, buried, spilled or released, used, generated, manufactured, refined, processed, treated, dumped or disposed of any materials produced by, or resulting from, any business, commercial or industrial activities, operations or processes, including without limitation any materials which are "Hazardous Wastes", "Hazardous Substances", "Hazardous Materials", "Pollutants", "Toxic Substances", "Solid Wastes" or "Contaminants" (as such terms are defined in any applicable Environmental Law, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act and the Toxic Substances Control Act), on, beneath or about, or transported any such materials to or from, any of the properties owned, used or leased by Parent or its Subsidiaries in each case other than in material compliance with applicable Environmental Laws and in the ordinary course of Parent's or its Subsidiaries' business or where the failure to comply would not have, individually or in the aggregate, a Material Adverse Effect. Neither Parent nor its Subsidiaries has received any notice from any governmental agency or private or public entity advising it that it is or may be responsible, or potentially responsible, for costs with respect to a release, a threatened release or clean up of materials located in any property owned by Parent or its Subsidiaries or produced by, or resulting from, any business, commercial or industrial activities, operations or processes of Parent or its Subsidiaries, including without limitation, materials which are Hazardous Wastes, Hazardous Substances, Hazardous Materials, Pollutants, Toxic Substances, Solid Wastes or Contaminants.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Iwerks Entertainment Inc), Agreement and Plan of Reorganization (Showscan Entertainment Inc)

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Environmental Compliance Matters. The businesses of Parent the Company and its Subsidiaries as conducted in the past were not and as currently being conducted are not in violation of any applicable law, ordinance, rule, prohibition or regulation relating to pollution, or the production, storage, labeling or disposition of wastes or hazardous or toxic substances, or the health, safety or environmental conditions on, beneath or about any of the properties owned, used or leased by the Company or any of its Subsidiaries or relating to the business of the Company or any of its Subsidiaries (such laws, ordinances, rules, prohibitions and regulations being herein referred to as "Environmental Laws"), except for any such violation which would not have, individually or in the aggregate, a Material Adverse Effect. Parent The Company and its Subsidiaries have timely filed all material reports, obtained all material approvals and permits and generated and maintained all material data, documentation and records required under any applicable Environmental Laws, except where the failure to do so would not have, individually or in the aggregate, a Material Adverse Effect. Neither Parentthe Company, its Subsidiaries nor, to the Knowledge of Parent the Company or its Subsidiaries, any other Person has placed, stored, buried, spilled or released, used, generated, manufactured, refined, processed, treated, dumped or disposed of any materials produced by, or resulting from, any business, commercial or industrial activities, operations or processes, including without limitation any materials which are "Hazardous Wastes", "Hazardous Substances", "Hazardous Materials", "Pollutants", "Toxic Substances", "Solid Wastes" or "Contaminants" (as such terms are defined in any applicable Environmental Law, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act and the Toxic Substances Control Act), on, beneath or about, or transported any such materials to or from, any of the properties owned, used or leased by Parent the Company or its Subsidiaries in each case other than in material compliance with applicable Environmental Laws and in the ordinary course of Parentthe Company's or its Subsidiaries' business or where the failure to comply would not have, have individually or in the aggregate, aggregate a Material Adverse Effect. Neither Parent the Company nor its Subsidiaries has received any notice from any governmental agency or private or public entity advising it that it is or may be responsible, or potentially responsible, for costs with respect to a release, a threatened release or clean up of materials located in any property owned by Parent the Company or its Subsidiaries or produced by, or resulting from, any business, commercial or industrial activities, operations or processes of Parent or its Subsidiaries, including without limitation, materials which are Hazardous Wastes, Hazardous Substances, Hazardous Materials, Pollutants, Toxic Substances, Solid Wastes or Contaminants.produced

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Showscan Entertainment Inc), Agreement and Plan of Reorganization (Iwerks Entertainment Inc)

Environmental Compliance Matters. The businesses of Parent the Company and its Subsidiaries as conducted in the past were not and as currently being conducted are not in violation of any applicable law, ordinance, rule, prohibition or regulation relating to pollution, or the production, storage, labeling or disposition of wastes or hazardous or toxic substances, or the health, safety or environmental conditions on, beneath or about any of the properties owned, used or leased by the Company or any of its Subsidiaries or relating to the business of the Company or any of its Subsidiaries (such laws, ordinances, rules, prohibitions and regulations being herein referred to as "Environmental Laws"), except for any such violation which would not have, individually or in the aggregate, a Material Adverse Effect. Parent The Company and its Subsidiaries have timely filed all material reports, obtained all material approvals and permits and generated and maintained all material data, documentation and records required under any applicable Environmental Laws, except where the failure to do so would not have, individually or in the aggregate, a Material Adverse Effect. Neither Parentthe Company, its Subsidiaries nor, to the Knowledge knowledge of Parent the Company or its Subsidiaries, any other Person has placed, stored, buried, spilled or released, used, generated, manufactured, refined, processed, treated, dumped or disposed of any materials produced by, or resulting from, any business, commercial or industrial activities, operations or processes, including without limitation any materials which are "Hazardous Wastes", "Hazardous Substances", "Hazardous Materials", "Pollutants", "Toxic Substances", "Solid Wastes" or "Contaminants" (as such terms are defined in any applicable Environmental Law, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act and the Toxic Substances Control Act), on, beneath or about, or transported any such materials to or from, any of the properties owned, used or leased by Parent the Company or its Subsidiaries in each case other than in material compliance with applicable Environmental Laws and in the ordinary course of Parentthe Company's or its Subsidiaries' business or where the failure to comply would not have, have individually or in the aggregate, aggregate a Material Adverse Effect. Neither Parent nor its Subsidiaries has received any notice from any governmental agency or private or public entity advising it that it is or may be responsible, or potentially responsible, for costs with respect to a release, a threatened release or clean up of materials located in any property owned by Parent or its Subsidiaries or produced by, or resulting from, any business, commercial or industrial activities, operations or processes of Parent or its Subsidiaries, including without limitation, materials which are Hazardous Wastes, Hazardous Substances, Hazardous Materials, Pollutants, Toxic Substances, Solid Wastes or Contaminants.Adverse

Appears in 1 contract

Samples: Stock Purchase Agreement (99 Cents Only Store)

Environmental Compliance Matters. The businesses business of Parent and its Subsidiaries the Company as conducted in the past were did not and as currently being conducted are is not in material violation of any Environmental Lawsapplicable law, except for ordinance, rule, prohibition or regulation relating to air, water or noise pollution, or the production, storage, labeling or disposition of wastes or hazardous or toxic substances, or the health, safety or environmental conditions on, beneath or about any of the properties owned, used or leased by the Company or relating to the business of the Company (such violation which would not havelaws, individually or in the aggregateordinances, a Material Adverse Effectrules, prohibitions and regulations being herein referred to as "ENVIRONMENTAL LAWS"). Parent and its Subsidiaries have The Company has timely filed all material reports, obtained all material approvals and permits and generated and maintained all material data, documentation and records required under any applicable Environmental Laws, except where the failure to do so would not have, individually or in the aggregate, a Material Adverse Effect. Neither Parent, its Subsidiaries the Company nor, to the Knowledge knowledge of Parent or its Subsidiariesthe Company, any other Person has placed, stored, buried, spilled or released, used, generated, manufactured, refined, processed, treated, dumped or disposed of any materials produced by, or resulting from, any business, commercial or industrial activities, operations or processes, including without limitation any materials which are "Hazardous WastesHAZARDOUS WASTES", "Hazardous SubstancesHAZARDOUS SUBSTANCES", "Hazardous MaterialsHAZARDOUS MATERIALS", "PollutantsPOLLUTANTS", "Toxic SubstancesTOXIC SUBSTANCES", "Solid WastesSOLID WASTES" or "ContaminantsCONTAMINANTS" (as such terms are defined in any applicable Environmental Law, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedas-amended ("CERCLA"), the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act and the Toxic Substances Control Act), on, beneath or about, or transported any such materials to or from, any of the properties owned, used or leased by Parent or its Subsidiaries the Company in each case other than in material compliance with applicable Environmental Laws and in the ordinary course of Parentthe Company's or its Subsidiaries' business or where the failure to comply would business. The Company has not have, individually or in the aggregate, a Material Adverse Effect. Neither Parent nor its Subsidiaries has received any notice from any governmental agency or private or public entity advising it that it is or may be responsible, or potentially responsible, for costs with respect to a release, a threatened release or clean up of materials located in any property owned by Parent or its Subsidiaries the Company or produced by, or resulting from, any business, commercial or industrial activities, operations or processes of Parent or its Subsidiariesthe Company, including without limitation, materials which are Hazardous Wastes, Hazardous Substances, Hazardous Materials, Pollutants, Toxic Substances, Solid Wastes or Contaminants.

Appears in 1 contract

Samples: Agreement of Merger (Producers Entertainment Group LTD)

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Environmental Compliance Matters. The businesses of Parent the Company and its Subsidiaries as conducted in the past were not and as currently being conducted are not in violation of any applicable law, ordinance, rule, prohibition or regulation relating to pollution, or the production, storage, labeling or disposition of wastes or hazardous or toxic substances, or the health, safety or environmental conditions on, beneath or about any of the properties owned, used or leased by the Company or any of its Subsidiaries or relating to the business of the Company or any of its Subsidiaries (such laws, ordinances, rules, prohibitions and regulations being herein referred to as "Environmental Laws"), except for any such violation which would not have, individually or in the aggregate, a Material Adverse Effect. Parent The Company and its Subsidiaries have timely filed all material reports, obtained all material approvals and permits and generated and maintained all material data, documentation and records required under any applicable Environmental Laws, except where the failure to do so would not have, individually or in the aggregate, a Material Adverse Effect. Neither Parentthe Company, its Subsidiaries nor, to the Knowledge of Parent the Company or its Subsidiaries, any other Person has placed, stored, buried, spilled or released, used, generated, manufactured, refined, processed, treated, dumped or disposed of any materials produced by, or resulting from, any business, commercial or industrial activities, operations or processes, including without limitation any materials which are "Hazardous Wastes", "Hazardous Substances", "Hazardous Materials", "Pollutants", "Toxic Substances", "Solid Wastes" or "Contaminants" (as such terms are defined in any applicable Environmental Law, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act and the Toxic Substances Control Act), on, beneath or about, or transported any such materials to or from, any of the properties owned, used or leased by Parent the Company or its Subsidiaries in each case other than in material compliance with applicable Environmental Laws and in the ordinary course of Parentthe Company's or its Subsidiaries' business or where the failure to comply would not have, have individually or in the aggregate, aggregate a Material Adverse Effect. Neither Parent the Company nor its Subsidiaries has received any notice from any governmental agency or private or public entity advising it that it is or may be responsible, or potentially responsible, for costs with respect to a release, a threatened release or clean up of materials located in any property owned by Parent the Company or its Subsidiaries or produced by, or resulting from, any business, commercial or industrial activities, operations or processes of Parent the Company or its Subsidiaries, including without limitation, materials which are Hazardous Wastes, Hazardous Substances, Hazardous Materials, Pollutants, Toxic Substances, Solid Wastes or Contaminants.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Showscan Entertainment Inc)

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