Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Energy Transfer Equity, L.P.)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, have a Company Business Material Adverse Effect: , (i) the Seller Entities and the Acquired Companies have conducted the Business in compliance with all applicable Environmental Laws (as hereinafter defined), (ii) no noticeHazardous Substance (as hereinafter defined) is present in, notificationon, demand, request for information, citation, summons, complaint under or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding about any of the properties currently owned or review is pending leased by any of the Acquired Companies or, in connection with the operation of the Business, the Seller Entities in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iii) to the knowledge of Knight Ridder as of March 12, 2006, and the CompanyMerger Closing Date, no Hazardous Substance is threatened present in, on, under or about any of the properties previously owned or leased by any Governmental of the Acquired Companies or, with respect to the Business, the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or other person relating any Acquired Company would reasonably be expected to the Company or any Subsidiary be liable, (iv) since December 25, 2005, as of the Company or against any person or entity whose liability the Company or March 12, 2006, neither Knight Ridder nor any of its Subsidiaries (including the Acquired Companies) has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that Knight Ridder and its Subsidiaries may have retained be in violation of, or assumed either contractually or by liable under, any Environmental Law as it pertains to the operation of lawthe Business, (v) to the knowledge of Knight Ridder as of March 12, 2006, and relating to the Merger Closing Date, no Hazardous Substance has been disposed of, released or arising out transported in violation of any applicable Environmental Law, (ii) the Company and its Subsidiaries areor in a manner giving rise to any liability under Environmental Law, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, from any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently properties owned, leased or operated by any of the Company Acquired Companies or, with respect to the Business, the Seller Entities, as a result of any activity of any Seller Entity or any Subsidiary of Acquired Company during the Company or, to the knowledge of the Company, formerly time such properties were owned, leased or operated by the any Seller Entity or any Acquired Company and (vi) neither any Acquired Company or its properties nor any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary properties of the Company to dispose of any Hazardous Materials Seller Entities that are used in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by connection with the Company or any Subsidiary operation of the Company orBusiness are subject to any liabilities relating to any suit, to the knowledge of Company and its Subsidiariessettlement, by any person court order, administrative order, regulatory requirement, judgment or entity whose liability the Company written claim asserted or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, arising under any Environmental Law, (v) the Company . It is not party to agreed and understood that no representation or warranty is made in respect of environmental matters in any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss Section of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or this Agreement other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failurethan this Section 3.6.
Appears in 6 contracts
Samples: Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (McClatchy Co)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Parent Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the CompanyParent, is threatened by any Governmental Entity or other person relating to the Company Parent or any Subsidiary of the Company Parent or against any person or entity whose liability the Company Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company Parent and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Parent Permits and compliance with the terms and conditions thereof), (iii) the Company Parent is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company Parent or any Subsidiary of the Company Parent or, to the knowledge of the CompanyParent, formerly owned, leased or operated by the Company Parent or any Subsidiary of the Company Parent or at any offsite disposal location used by the Company Parent or any Subsidiary of the Company Parent to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company Parent or any Subsidiary of the Company Parent or, to the knowledge of Company Parent and its Subsidiaries, by any person or entity whose liability the Company Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company Parent is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Parent Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Parent Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Energy Transfer Equity, L.P.)
Environmental Laws and Regulations. Except as would not be or result in a Material Adverse Effect on the Company: (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule and its Subsidiaries are and have been in compliance with all applicable Environmental Laws; (b) the Company and its Subsidiaries have obtained all Permits required by any applicable Environmental Law and all such permits are in full force and effect; (c) neither the Company nor any of its Subsidiaries has, and the Company has no Knowledge of any other Person who has, caused any release, threatened release or as would not havedisposal of any Hazardous Material at any properties or facilities previously or currently owned, individually leased or in occupied by the aggregateCompany or its Subsidiaries; (d) the Company has no Knowledge that any of its or its Subsidiaries' properties or facilities are adversely affected by any release, threatened release or disposal of a Hazardous Material originating or emanating from any other property; (e) neither the Company Material Adverse Effect: nor any of its Subsidiaries (i) no noticehas any liability for response or corrective action, notificationnatural resources damage, demandor any other harm pursuant to any Environmental Law, request for information(ii) is subject to, citationhas notice or Knowledge of, summonsor is required to give any notice of any environmental claim or (iii) has Knowledge of any condition or occurrence which could form the basis of an Environmental claim against the Company, complaint any Subsidiary or order has been received, no penalty has been assessedany of their properties or facilities; (f) the Company and its Subsidiaries' properties and facilities are not subject to any, and the Company has no investigationKnowledge of any, actionimminent restriction on the ownership, claimoccupancy, suituse or transferability of their properties and facilities arising from any (i) Environmental Law or (ii) release, proceeding threatened release or review disposal of any Hazardous Material; and (g) there is pending no Environmental Claim pending, or, to the knowledge of Company's knowledge, threatened, against the Company or, to the Company's knowledge, is threatened by against any Governmental Entity or other person relating to Person whose liability for any Environmental Claim the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Netscape Communications Corp), Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Netscape Communications Corp)
Environmental Laws and Regulations. (a) Except as set forth disclosed in Section 3.8 of the Company Disclosure Schedule or as would not haveLetter, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and each of its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been is in compliance with all applicable federal, state and local laws, statutes, ordinances, rules and regulations, and all amendments thereto relating to pollution or protection of human health or safety, health or safety of employees, sanitation, or the environment, emissions, discharges, disseminations, releases or threatened releases, of Hazardous Materials (as hereinafter defined) into the air (indoor and outdoor), surface water, groundwater, soil, land surface or subsurface, buildings, facilities, real or personal property or fixtures or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, release or threatened release of Hazardous Materials (collectively, "Environmental Laws (Laws"), which compliance includes, but is not limited to, the possession by the Company and its Subsidiaries of all Company Permits permits, licenses, registrations, consents and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof); except for non-compliance that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, (iiiii) neither the Company is not obligated to conduct or pay fornor any of its Subsidiaries has received written notice of, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of its Subsidiaries, is the subject of, any action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim") that, individually or in the aggregate, would have a Material Adverse Effect on the Company; (iii) neither the Company nor any of its Subsidiaries has received any written notice or at other communication that it is or may be a potentially responsible person or otherwise liable in connection with any offsite waste disposal site allegedly containing any Hazardous Materials, or other location used by for the Company or any Subsidiary of the Company to dispose disposal of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, Materials; and (iv) to the knowledge of the Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion circumstances that are reasonably likely to prevent or other damage to any interfere with the continued compliance of the Company Systems that and its Subsidiaries with all Environmental Laws, or could reasonably be expected to result form the basis of an Environmental Claim, except for such circumstances which, individually or in the aggregate, would not have a pipeline integrity failureMaterial Adverse Effect on the Company.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Kapson Senior Quarters Corp), Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Kapson Senior Quarters Corp)
Environmental Laws and Regulations. (a) Except as set forth disclosed in Section 3.8 4.13 of the Company Disclosure Schedule Schedule, or except as would is not have, individually or reasonably likely to result in the aggregate, a Company Material Adverse Effect: (ia) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary each of the Company or against any person or entity whose liability Subsidiaries and each of the Company Properties (as defined in Section 9.10) is in compliance with all applicable Environmental Laws (as defined in Section 9.10); (b) the Company and each of the Company Subsidiaries has obtained all Permits required for their operations and the Company Properties by any applicable Environmental Law; (c) neither the Company nor any Company Subsidiary has, and the Company has no knowledge of any other person who has, caused any release, threatened release or disposal of any Hazardous Material (as defined in Section 9.10) at the Company Properties; (d) the Company has no knowledge that the Company Properties are adversely affected by any release, threatened release or disposal of a Hazardous Material originating or emanating from any other property; (e) neither the Company nor any Company Subsidiary has manufactured, used, generated, stored, treated, transported, disposed of, released, or otherwise managed any Hazardous Material at the Company Properties, (f) neither the Company nor any Company Subsidiary: (i) has any material liability for response or corrective action, natural resources damage, or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating other harm pursuant to or arising out of any Environmental LawLaw at the Company Properties or at any other property, (ii) is subject to, has notice or knowledge of, or is required to give any notice of any Environmental Claim (as defined in Section 9.10) involving the Company, any of the Company and its Subsidiaries areor any of the Company Properties, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), or (iii) has knowledge of any condition or occurrence at the Company is not obligated to conduct or pay for, and is not conducting or paying forCompany, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to Subsidiaries or any of the knowledge Company Properties which could form the basis of an Environmental Claim against the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company Subsidiaries or any Subsidiary of the Company Properties; (g) the Company Properties are not subject to dispose any, and the Company has no knowledge of any imminent, restriction on the ownership, occupancy, use or transferability of the Company Properties in connection with any (i) Environmental Law or (ii) release, threatened release or disposal of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved Material; and (viih) there are no defects, corrosion conditions or other damage to any of circumstances at the Company Systems Properties that could reasonably be expected pose a risk to result in a pipeline integrity failurethe environment or the health and safety of any person.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (Provident Companies Inc), Agreement and Plan of Merger (Textron Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Parent Material Adverse Effect: (i) there are no noticeinvestigations, notificationactions, demandsuits or proceedings (whether administrative or judicial, request for information, citation, summons, complaint civil or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is criminal) pending or, to the knowledge Knowledge of the CompanyParent, is threatened by in writing against or affecting Parent or any Governmental Entity of its Subsidiaries, or other person relating any of their respective assets or operations, or to the Company or any Subsidiary Knowledge of the Company or Parent, against any person Person or entity whose liability the Company Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to alleging non-compliance with or arising out of other liability under any Environmental Law, (ii) the Company Parent and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been are in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof)Laws, (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company Parent Real Property or, to the knowledge Knowledge of the CompanyParent, formerly owned, leased or operated by the Company Parent or any Subsidiary of the Company Parent, that has given rise or at any offsite disposal location used by the Company could reasonably be expected to give rise to Parent or any Subsidiary of Parent incurring any remedial obligation or corrective action requirement under applicable Environmental Law, (iv) to the Company to dispose Knowledge of Parent, no Hazardous Material has been disposed of or transported in violation of any Hazardous Materials in concentrations applicable Environmental Law from any property currently or under circumstances that would require reporting formerly owned, leased or be reasonably likely to result in investigation, remediation or other corrective or response action operated by the Company Parent or any Subsidiary of Parent or as a result of any operations or activities of Parent or any Subsidiary of Parent, (v) Parent is not party to any order or subject to any judgment or decree relating to compliance with Environmental Laws or the Company orinvestigation, to the knowledge sampling, monitoring, treatment, remediation, removal or cleanup of Company and its Subsidiaries, by Hazardous Materials that imposes any person or entity whose liability the Company obligation on Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Parent’s Systems resulting in claims for personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures or explosions have been fully resolved and (vii) to Parent’s Knowledge, there are no defects, corrosion or other damage to any of the Company Parent’s Systems that could would reasonably be expected to result in a pipeline integrity failure.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Oasis Midstream Partners LP), Agreement and Plan of Merger (Oasis Midstream Partners LP)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 3.12(a) of the Company Disclosure Schedule or as would not haveLetter and except for matters which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect: Effect on the Company, (i) no written notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessedreceived by, and no investigation, action, claim, suit, proceeding or review or, to the Company’s knowledge, investigation is pending or, to the knowledge of the CompanyCompany or any Subsidiary, is threatened by any Governmental Entity or other person relating to Person against, the Company or any Subsidiary of the Company or against with respect to any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and matters relating to or arising out of any Environmental Law, Law (as defined below); (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been are in compliance with all Environmental Laws (Laws, which compliance includes, but is not limited to, includes the possession by the Company and each Subsidiary of all Company Permits material permits required under applicable Environmental Laws and compliance with the terms and conditions thereof), and the Company and its Subsidiaries reasonably believe that each of them will, without the incurrence of any material expense, timely attain and maintain compliance with all Environmental Laws applicable to any of their current operations or properties or to any of their planned operations; (iii) to the Company is not obligated to conduct or pay forCompany’s knowledge, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no disposal, release or threatened release of any Hazardous Materials at Substance (as defined below) by the Company or any real Subsidiary on, under, in, from or about any property currently owned, leased or formerly owned or operated by the Company or any Subsidiary of the Company orSubsidiary, or otherwise related to the knowledge operations of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company Subsidiary, that has resulted or at could reasonably be expected to result in any offsite disposal location used by Environmental Claim against the Company or any Subsidiary of Subsidiary; (iv) neither the Company nor any Subsidiary has entered into or agreed to dispose or is subject to any consent decree, order or settlement or other agreement in any judicial, administrative, arbitral or other similar forum relating to its compliance with or liability under any Environmental Law; and (v) neither the Company nor any Subsidiary has assumed or retained by contract or otherwise any liabilities of any Hazardous Materials in concentrations kind, fixed or contingent, under circumstances that would require reporting or be reasonably likely any applicable Environmental Law (including, without limitation, any liability from the disposition of any of its real property). There are no governmental agreements to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability which the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawis a party relating to human health and the environment, under any Environmental Lawincluding, (v) the Company is not party to any orderwithout limitation, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureHazardous Substances.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Fastclick Inc), Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca), Agreement and Plan of Merger and Reorganization (K2 Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Partnership Material Adverse Effect: (i) there are no noticeinvestigations, notificationactions, demandsuits or proceedings (whether administrative or judicial, request for information, citation, summons, complaint civil or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is criminal) pending or, to the knowledge Knowledge of the CompanyPartnership, is threatened by in writing against or affecting the Partnership, any Governmental Entity of its Subsidiaries, or other person relating any of their respective assets or operations, or to the Company or any Subsidiary Knowledge of the Company or Partnership, against any person Person or entity whose liability the Company Partnership or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to alleging non-compliance with or arising out of other liability under any Environmental Law, (ii) the Company Partnership and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been are in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof)Laws, (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company Partnership Real Property or, to the knowledge Knowledge of the CompanyPartnership, formerly owned, leased or operated by the Company Partnership or any Subsidiary of the Company Partnership that has given rise or at any offsite disposal location used by could reasonably be expected to give rise to the Company Partnership or any Subsidiary of the Company Partnership incurring any remedial obligation or corrective action requirement under applicable Environmental Law, (iv) to dispose the Knowledge of the Partnership, no Hazardous Material has been disposed of or transported in violation of any Hazardous Materials in concentrations applicable Environmental Law from any property currently or under circumstances that would require reporting formerly owned, leased or be reasonably likely to result in investigation, remediation or other corrective or response action operated by the Company Partnership or any Subsidiary of the Company orPartnership or as a result of any operations or activities of the Partnership or any Subsidiary of the Partnership, (v) the Partnership is not party to any order or subject to any judgment or decree relating to compliance with Environmental Laws or the knowledge investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Company and its Subsidiaries, by Hazardous Materials that imposes any person or entity whose liability obligation on the Company Partnership or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Partnership’s Systems resulting in claims for personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures or explosions have been resolved fully resolved, and (vii) to the Partnership’s Knowledge, there are no defects, corrosion or other damage to any of the Company Partnership’s Systems that could would reasonably be expected to result in a pipeline integrity failure.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Oasis Midstream Partners LP)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no No material notice, notification, demand, report, request for information, citation, summons, complaint or order Order has been received, no material penalty has been assessed, and no material investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person Person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any material violation of or material liability under any Environmental Law, (ii) the Company and its Subsidiaries are, are and except for matters that have been fully resolved with during the applicable Governmental Entity, since January 1, 2008 have been past three (3) years in compliance in all material respects with all Environmental Laws (which compliance includes, but is not limited to, includes possession of all Company Permits permits, licenses, or other authorizations required under Environmental Laws for the conduct of their business as presently conducted and compliance in all material respects with the terms and conditions thereofthereof and timely applications for renewal of the same), (iii) neither the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or nor any of its Subsidiaries has in the past three (3) years treated, stored, handled, transported or may have retained disposed of, arranged for or assumed either contractually permitted the treatment, storage, handling, transportation or by operation of lawdisposal of, or released or exposed any Person to, any Hazardous Materials, or owned or operated its business or any property or facility in a manner that has given rise to any liabilities (contingent or otherwise) or material investigatory, corrective or remedial obligations pursuant to Environmental Laws, (iv) the Company and its Subsidiaries are not party or otherwise subject to any Order, judgment or decree that imposes any material obligations or material liability (contingent or otherwise) under any Environmental Law, (v) the Company is not party and its Subsidiaries have furnished to any orderParent all material environmental audits, judgment reports and other environmental assessments relating to the Company’s, its Subsidiaries’, or decree their Affiliates’ (excluding, for the avoidance of doubt, the Principal Stockholders) or predecessors’, past or current properties, facilities or operations that imposes any obligations have been prepared in the last three years and which are in their possession or under any Environmental Lawthe Company’s reasonable control, and (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except and its Subsidiaries have disclosed to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureParent all financial assurances required under Environmental Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Verso Paper Corp.), Agreement and Plan of Merger (NewPage Holdings Inc.)
Environmental Laws and Regulations. (a) Except The Company and its Subsidiaries and their respective businesses are in and have been in compliance with all applicable Environmental Laws (as set forth in Section 3.8 hereinafter defined), which compliance included obtaining, maintaining and complying with all Permits required under Environmental Laws for the operation of the Company Disclosure Schedule and any of its Subsidiaries and their respective businesses. There are no Hazardous Substances (as hereinafter defined) present in amounts exceeding the levels permitted by applicable Environmental Laws on, in, at, under or as would not havefrom any of the properties currently or previously owned or currently leased by the Company or any of its Subsidiaries. There are no underground storage tanks owned by the Company or any of its Subsidiaries, individually or located at any facility currently owned or operated by the Company or any of its Subsidiaries. There are no unsatisfied financial assurance or closure requirements under Environmental Laws pertaining to any property now or at any time owned, operated, leased or otherwise used by the Company or any of its Subsidiaries or former subsidiaries. From January 1, 1998 to the date hereof, neither the Company nor any of its Subsidiaries has received any notices, claims, demand letters or requests for information or other written communication from any Governmental Entity or any other person indicating that the Company or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the aggregateownership or operation of its businesses or any real property currently or formerly owned or currently leased by the Company or any of its Subsidiaries (collectively, a Company Material Adverse Effect: (i“Environmental Claims”) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending orand, to the knowledge of the Company, is threatened no Environmental Claims have been threatened. No Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties currently or previously owned or currently leased by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawSubsidiaries. Neither the Company, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries arenor any of their respective current, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly ownedformer owned or leased properties are subject to any liabilities relating to any suit, leased settlement, court order, administrative order, regulatory requirement, judgment or operated by the Company written claim asserted or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, arising under any Environmental Law. The Company has provided to Parent copies of all environmental assessments, (v) audits, investigations or similar reports relating to the Company is not party environment or Hazardous Substances as well as any correspondence related to any orderpending or threatened Environmental Claim, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defectsin the possession, corrosion custody or other damage to any control of the Company Systems that could reasonably be expected to result in a pipeline integrity failureCompany.
Appears in 3 contracts
Samples: Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.), Merger Agreement (Biotel Inc.)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of To the Company's Knowledge, (i) the Company Disclosure Schedule or as would not haveand each of its Subsidiaries is in compliance with all Environmental Laws, except for such non-compliance that individually or in the aggregate, aggregate would not have a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to which compliance includes the knowledge of the Company, is threatened possession by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof); (ii) during the immediately preceding four years, (iii) neither the Company nor any of its Subsidiaries has received written or oral notice of, or is not obligated to conduct or pay for, and is not conducting or paying forthe subject of, any responseaction or threatened action, remedialcause of action, investigatory claim, investigation, demand or corrective action notice by any Person alleging material liability (including as a result of non-compliance) under any Environmental Law at (an "Environmental Claim") including relating to the business of the Company or any locationof its Subsidiaries or relating to any contractor, subcontractor or agent of the Company or any of its Subsidiaries or relating in any way to any facilities, locations, or business previously owned, leased or operated by or on behalf of the Company or any of its Subsidiaries; (iii) there are no conditions or circumstances that are reasonably likely to result in any material liability of the Company or any of its Subsidiaries under any Environmental Law or prevent or interfere with any such compliance thereunder in the future, including relating to any contractor, subcontractor or agent of the Company or any of its Subsidiaries or relating to the business of the Company or any of its Subsidiaries, or relating in any way to any facilities, locations, or business previously owned, leased or operated by or on behalf of the Company or any of its Subsidiaries; (iv) there has been no release none of Hazardous Materials at any real property currently owned, leased the properties owned or operated by the Company or any Subsidiary of its Subsidiaries contains any Hazardous Substance in amounts exceeding the levels permitted by applicable Environmental Laws, except for matters that are not reasonably likely to give rise to any material liability for the Company or any of its Subsidiaries, and (v) no Hazardous Substances has been disposed of, released or transported in violation of any applicable Environmental Law from any of the Company or, to the knowledge of the Company, formerly owned, leased properties owned or operated by the Company or any Subsidiary of the Company or at its Subsidiaries, except for matters that are not reasonably likely to give rise to any offsite disposal location used by material liability for the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation its Subsidiaries. There are no permits or other corrective or response action governmental authorizations held by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained required for the Company's business that are required to be transferred or assumed either contractually reissued, or by operation of lawthat are otherwise prohibited from being transferred or reissued, under pursuant to any Environmental LawLaws as a result of the transactions contemplated by this Agreement or the Related Agreements, (v) except for those the failure of which to possess would not, individually or in the aggregate, have a Company Material Adverse Effect. To the Company's Knowledge, the Company is not party has provided to Parent all environmental assessments, reports, data, results of investigations, or compliance or other environmental audits conducted by or for the Company or any orderof its Subsidiaries, judgment or decree that imposes otherwise relating to the Company's or any obligations under any Environmental LawSubsidiary's business or properties (owned, (vileased or operated) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life possession or material property damage, except to the extent any claims related to such ruptures have been resolved and control (viidirect or indirect) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result or any of its Subsidiaries. For purposes of this Section 4.17(a) only, the term "material liability" shall mean any liability in a pipeline integrity failureexcess of $100,000.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Savia Sa De Cv), Agreement and Plan of Merger (Seminis Inc), Agreement and Plan of Merger (Seminis Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of To the Company’s knowledge, the Company Disclosure Schedule and each of its Subsidiaries and their respective properties are in compliance in all material respects with all applicable federal, state, local and foreign Laws and regulations relating to environmental pollution or as would not haveprotection of human health and the environment, individually or in including, without limitation, the aggregateComprehensive Environmental Response, a Company Material Adverse Effect: (i) no noticeCompensation and Liability Act of 1980, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed42 U.S.C. § 9601 et seq., and no investigationany amendments thereto, actionthe Resource Conservation and Recovery Act, claim42 U.S.C. § 6901 et seq., suitand any amendments thereto, proceeding or review is pending the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., (collectively, “Environmental Laws”). The Company and each of its Subsidiaries and their respective properties are in compliance in all material respects with required standards of conduct with respect to Hazardous Materials. Neither the Company nor any of its Subsidiaries has received within the period of three (3) years prior to the Effective Time written notice of, or, to the knowledge of the Company, is threatened the subject of, any action, cause of action, claim, investigation, demand or notice by any Governmental Entity Person alleging material liability under or other person relating noncompliance in any material respect with any Environmental Law or advising it that it is or may be responsible, or potentially responsible, for material response costs with respect to a release or threatened release of any Hazardous Materials. To the knowledge of the Company, neither the Company nor any of its Subsidiaries nor anyone acting on their behalf in the course of so acting, has used, generated, stored, released, manufactured, processed, treated, transported or disposed of any Subsidiary of the Company Hazardous Materials on, beneath or against about any person premises owned or entity whose liability used by the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawat any time, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters Hazardous Materials that have been fully resolved with were and are used, generated, stored, released, manufactured, processed, treated, transported and disposed of in the applicable Governmental Entity, since January 1, 2008 have been ordinary course of business in material compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to Laws. To the knowledge of the Company, formerly owned, leased or operated by neither the Company nor any of its Subsidiaries has caused or is aware of any Subsidiary release or threat of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose release of any Hazardous Materials in concentrations on, beneath or under circumstances that would require reporting about any premises owned or be reasonably likely to result in investigation, remediation or other corrective or response action used by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under at any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failuretime.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Netmanage Inc), Agreement and Plan of Merger (Netmanage Inc), Agreement and Plan of Merger (Micro Focus (US), Inc.)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Rowan Material Adverse Effect: Effect (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending orthere are, to the knowledge of the CompanyRowan, is no investigations, actions, suits, proceedings (whether administrative or judicial) pending or threatened by any Governmental Entity or other person relating to the Company in writing against Rowan or any Subsidiary of the Company its Subsidiaries or against any person or entity whose liability the Company Rowan or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to alleging non-compliance with or arising out of other liability under any Environmental Law, (ii) the Company Rowan and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2016 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by Rowan and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law there have been no Releases at any location, (iv) there has been no release location of Hazardous Materials at any real property currently owned, leased or operated by the Company Rowan or any Subsidiary of the Company its Subsidiaries, or, to the knowledge of the CompanyRowan’s knowledge, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose as a result of any Hazardous Materials in concentrations operations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary activities of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company Rowan or any of its Subsidiaries has or may have retained their contractors or assumed either contractually third-party operators, that could reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation or by operation liability of law, under any Environmental Lawkind to Rowan or its Subsidiaries, (viv) the Company none of Rowan and its Subsidiaries is not party subject to any order, judgment Order or decree that imposes any obligations under indemnity obligation with any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems person that could reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning any Releases of Hazardous Materials, (v) none of Rowan and its Subsidiaries has received any unresolved claim, notice, complaint or request for information from a pipeline integrity failureGovernmental Entity or any other person relating to actual or alleged noncompliance by Rowan or its Subsidiaries with or liability of Rowan or its Subsidiaries under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by Rowan or its Subsidiaries by contract or by operation of law), and (vi) Rowan and its Subsidiaries have made available to Ensco all reports, audits, assessments and documents materially bearing on any material environmental, health and safety liabilities relating to Rowan and its Subsidiaries’ current or former operations, properties or facilities.
Appears in 3 contracts
Samples: Transaction Agreement, Transaction Agreement (Rowan Companies PLC), Transaction Agreement (Ensco PLC)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company an Ensco Material Adverse Effect: Effect (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending orthere are, to the knowledge of the CompanyEnsco, is no investigations, actions, suits, proceedings (whether administrative or judicial) pending or threatened by any Governmental Entity or other person relating to the Company in writing against Ensco or any Subsidiary of the Company its Subsidiaries or against any person or entity whose liability the Company Ensco or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to alleging non-compliance with or arising out of other liability under any Environmental Law, (ii) the Company Ensco and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2016 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by Ensco and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law there have been no Releases at any location, (iv) there has been no release location of Hazardous Materials at any real property currently owned, leased or operated by the Company Ensco or any Subsidiary of the Company its Subsidiaries, or, to the knowledge of the CompanyEnsco’s knowledge, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose as a result of any Hazardous Materials in concentrations operations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary activities of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company Ensco or any of its Subsidiaries has or may have retained their contractors or assumed either contractually third-party operators, that could reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation or by operation liability of law, under any Environmental Lawkind to Ensco or its Subsidiaries, (viv) the Company none of Ensco and its Subsidiaries is not party subject to any order, judgment Order or decree that imposes any obligations under indemnity obligation with any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems person that could reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning any Releases of Hazardous Materials, (v) none of Ensco and its Subsidiaries has received any unresolved claim, notice, complaint or request for information from a pipeline integrity failureGovernmental Entity or any other person relating to actual or alleged noncompliance by Ensco or its Subsidiaries with or liability of Ensco or its Subsidiaries under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by Ensco or its Subsidiaries by contract or by operation of law), and (vi) Ensco and its Subsidiaries have made available to Rowan all reports, audits, assessments and documents materially bearing on any material environmental, health and safety liabilities relating to Ensco and its Subsidiaries’ current or former operations, properties or facilities.
Appears in 3 contracts
Samples: Transaction Agreement, Transaction Agreement (Ensco PLC), Transaction Agreement (Rowan Companies PLC)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the The Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any each of its Subsidiaries has or may have retained or assumed either contractually or by operation of laware and, and relating except with respect to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entityand finally resolved, have been, since January 1July 31, 2008 have been 2003, in compliance with all applicable Laws relating to pollution or protection of human health, the environment or natural resources (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) (collectively, “Environmental Laws (Laws”), which compliance includes, but is not limited to, the possession by the Company and its Subsidiaries of all Company Permits that are required under applicable Environmental Laws, and compliance with the terms and conditions thereof), except for such non-compliance or failure to possess such Company Permits as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (iiib) neither the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or nor any of its Subsidiaries has received written notice of, or may have retained is the subject of, any actions, causes of action, claims, investigations, demands or assumed either contractually notices by any person asserting an obligation on the part of the Company or by operation of lawits Subsidiaries to conduct investigations or clean-up activities under Environmental Law, under alleging non-compliance with any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations alleging liability under any Environmental LawLaw or under common law with respect to matters relating to pollution or protection of human health, (vi) there have been no ruptures the environment or explosions natural resources, in the Company Systems resulting in personal injuryeach case, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could which would reasonably be expected to result have, individually or in the aggregate, a pipeline integrity failureMaterial Adverse Effect on the Company (collectively, “Company Environmental Claims”), and, to the Company’s knowledge, there are no facts, circumstances or conditions existing, initiated or occurring as of the date hereof which provide a basis for Company Environmental Claims which have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; and (c) neither the Company nor any of its Subsidiaries has agreed to assume the liability of any other person arising under Environmental Law or under common law with respect to matters relating to pollution or protection of human health, the environment or natural resources which have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. As used in this Section 3.8 and Section 4.8, “knowledge” of any person means the actual knowledge of the executive officers, of such person, which shall include the principal executive, financial and operating officers of each such person and the operating officer of each such person with principal responsibility for compliance with Environmental Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Applera Corp)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Buyer Material Adverse Effect: Effect (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending orthere are, to the knowledge of the CompanyBuyer, is no investigations, actions, suits, proceedings (whether administrative or judicial) pending or threatened by any Governmental Entity or other person relating to the Company in writing against Buyer or any Subsidiary of the Company its Subsidiaries or against any person or entity whose liability the Company Buyer or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to alleging non-compliance with or arising out of other liability under any Environmental Law, (ii) the Company Buyer and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2018 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by Buyer and each of its Subsidiaries of all Company Buyer Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law there have been no Releases at any location, (iv) there has been no release location of Hazardous Materials at any real property currently owned, leased or operated by the Company Buyer or any Subsidiary of the Company its Subsidiaries, or, to the knowledge of the CompanyBuyer’s knowledge, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose as a result of any Hazardous Materials in concentrations operations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary activities of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company Buyer or any of its Subsidiaries has or may have retained their contractors or assumed either contractually third-party operators, that would reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation or by operation liability of law, under any Environmental Lawkind to Buyer or its Subsidiaries, (viv) the Company none of Buyer and its Subsidiaries is not party subject to any orderOrder, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except indemnity obligation with respect to the extent liability of any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems person that could would reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning any Releases of Hazardous Materials and (v) none of Buyer and its Subsidiaries has received any unresolved claim, notice, complaint or request for information from a pipeline integrity failureGovernmental Entity or any other person relating to actual or alleged noncompliance by Buyer or its Subsidiaries with or liability of Buyer or its Subsidiaries under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by Buyer or its Subsidiaries by contract or by operation of law).
Appears in 2 contracts
Samples: Transaction Agreement (Delphi Technologies PLC), Transaction Agreement (Borgwarner Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) there are no noticeinvestigations, notificationactions, demandsuits or proceedings (whether administrative or judicial) pending, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to against the Company or any Subsidiary of the Company its Subsidiaries or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to alleging non-compliance with or other liability arising out of under any Environmental LawLaw and, to the knowledge of the Company, there are no existing facts or circumstances that would reasonably be expected to give rise to any such action, suit or proceeding or liability, (ii) the Company and its Subsidiaries and, to the knowledge of the Company, each third-party operator of any of the Company Oil and Gas Interests are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2017 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law there have been no Releases at any location, (iv) there has been no release location of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of its Subsidiaries, or to the knowledge of the Company, as a result of any operations or activities of the Company oror any of its Subsidiaries or their contractors or third-party operators, that could reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation or liability of any kind to the Company or its Subsidiaries, (iv) none of the Company and its Subsidiaries and, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary third-party operator of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems Oil and Gas Interests and any predecessor of any of them, is subject to any Order or any indemnity obligation (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Reports that have been provided to Parent prior to the date of this Agreement) or other Contract with any other person that could reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or otherwise relating to or arising from Hazardous Materials or Releases thereof, (v) none of the Company and its Subsidiaries has received any unresolved claim, notice, complaint or request for information from a pipeline integrity failureGovernmental Entity or any other person relating to actual or alleged noncompliance with or liability under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by contract or by operation of law) and (vi) the Company and its Subsidiaries have made available to Parent all material third-party reports, audits and assessments prepared and delivered to the Company after January 1, 2017 to the date of this Agreement and which are in the possession of the Company, bearing on any material environmental liabilities relating to the Company’s and its Subsidiaries’ current or former operations, properties or facilities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carrizo Oil & Gas Inc), Agreement and Plan of Merger (Callon Petroleum Co)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and and, to the knowledge of Parent, no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, or is threatened by any Governmental Entity or other person relating to the Company Parent or any Subsidiary of Parent or, to the Company or knowledge of Parent and its Subsidiaries, against any person or entity whose liability the Company Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company Parent and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2009 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits material permits required under Environmental Laws for the conduct of their business and compliance with the terms and conditions thereof), (iii) the Company Parent is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory response or corrective action under any Environmental Law at any location, (iv) to the knowledge of Parent, there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company Parent or any Subsidiary of the Company Parent or at any offsite disposal location used by the Company Parent or any Subsidiary of the Company Parent to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company Parent or any Subsidiary of the Company Parent or, to the knowledge of Company Parent and its Subsidiaries, by any person or entity whose liability the Company Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, and (v) the Company Parent is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rri Energy Inc), Agreement and Plan of Merger (Mirant Corp)
Environmental Laws and Regulations. (a) Except as would not reasonably be expected to result in a material liability under Environmental Law or as set forth in Section 3.8 3.9 of the Company Disclosure Schedule or as would not haveLetter, individually or in the aggregate, a Company Material Adverse Effect: (i) no noticethe Company and each of its Subsidiaries are and have been in compliance since February 13, notification, demand, request for information, citation, summons, complaint or order 2002 with all applicable Environmental Laws; (ii) there has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge release of the Company, is threatened any Hazardous Substance by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any locationproperties, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased while owned or operated by the Company or any Subsidiary of Subsidiary, in any manner that would reasonably be expected to give rise to any remedial obligation or corrective action requirement under applicable Environmental Laws; (iii) neither the Company ornor any of its Subsidiaries has received in writing any notices, to the knowledge of the Companydemand letters or requests for information from any federal, formerly ownedstate, leased local or operated by the Company foreign or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances provincial Governmental Entity asserting that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has is in violation of, or may have retained or assumed either contractually or by operation of lawliable under, under any Environmental Law; (iv) to the Company’s Knowledge, no Hazardous Substance generated by the Company or any Subsidiary has been disposed of, or released at or transported to any other property in violation of any applicable Environmental Law, or in a manner giving rise to any liability of the Company or any Subsidiary under Environmental Law; (v) neither the Company is not party nor its Subsidiaries are subject to, or, to the Knowledge of the Company, have been threatened with any suit, preceding, settlement, court order, administrative order, judgment or decree that imposes any obligations written claim arising under any Environmental Law, Law relating to environmental liabilities; (vi) there have been to the Company’s Knowledge, no ruptures or explosions in environmental conditions exist with respect to the operations of the business by the Company Systems resulting in personal injury, loss of life or material Subsidiaries or real property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion currently or other damage to any of formerly owned or leased by the Company Systems or its Subsidiaries that could would reasonably be expected to result in a pipeline integrity failurethe Company or its Subsidiaries incurring material liabilities under Environmental Law; and (vii) to the Company’s Knowledge, the Company has made available for inspection copies of all environmental reports, assessments, such as Phase I or Phase II assessments, risk assessments or other sampling reports, and material correspondence related to environmental claims or matters involving the Company or any Subsidiaries in the last five years in the possession, custody, or control of the Company or its Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tb Woods Corp), Agreement and Plan of Merger (Altra Holdings, Inc.)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company: (i) there are no noticeactions, notificationsuits, demandproceedings (whether administrative or judicial) or, request for informationto the knowledge of the Company, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is investigations pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has Subsidiaries, alleging non-compliance with or may have retained or assumed either contractually or by operation of law, and relating to or arising out of other Liability under any Environmental LawLaw and, to the knowledge of the Company, there are no existing facts or circumstances that would reasonably be expected to give rise to any such action, suit or proceeding, (ii) the Company and its Subsidiaries areare and have since August 27, and except for matters that have been fully resolved with the applicable Governmental Entity2011 been, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law there have been no Releases at any location, (iv) there has been no release Company Leased Real Property or Company Owned Real Property of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company orits Subsidiaries, or to the knowledge of the Company, as a result of any operations or activities of the Company or any of its Subsidiaries, that would reasonably be expected to give rise to any Liability to the Company or its Subsidiaries, (iv) to the Company’s knowledge, no Hazardous Materials are present at, on, in or under any property currently or formerly owned, owned or leased or operated by the Company or any Subsidiary its Subsidiaries that would reasonably be expected to result in Liabilities under applicable Environmental Laws and (v) none of the Company or at and its Subsidiaries is subject to any offsite disposal location used by the Company Order or any Subsidiary of the Company to dispose of indemnity obligation or other Contract with any Hazardous Materials in concentrations or under circumstances person that would require reporting or reasonably be reasonably likely expected to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, Liabilities to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has under applicable Environmental Laws or may have retained concerning Hazardous Materials or assumed either contractually Releases. Section 3.8 of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date hereof, of all written notices or, to the Company’s knowledge, other communications received since August 31, 2013 by the Company or by operation any of law, under its Subsidiaries from any Governmental Entity regarding any actual or possible material violation of any Environmental Law. The Company has made available to Parent copies of all environmental reports, (v) studies and assessments prepared within the Company is not party to any order, judgment or decree past five years that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions are in the Company Systems resulting in personal injurypossession, loss of life custody or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any control of the Company Systems or any of its Subsidiaries pertaining to Releases, or compliance or non-compliance with Environmental Laws that could contain information that would reasonably be expected expected, individually or in the aggregate, to result in be material to the Company and its Subsidiaries taken as a pipeline integrity failurewhole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dollar Tree Inc), Agreement and Plan of Merger (Family Dollar Stores Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any and each of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawcomplied with all, and relating to have not violated or arising out defaulted under any, applicable Environmental Laws or requirements of any permits, licenses or approvals issued under such Environmental Law, Laws; (ii) the Company and each of its Subsidiaries arehold all permits, licenses and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all approvals required under Environmental Laws (to operate and conduct their respective businesses as currently operated and conducted, a true and complete list of which compliance includes, but is not limited to, possession included in Section 3.22(a) of all the Company Permits and compliance with the terms and conditions thereof), Disclosure Schedule; (iii) there are no past, pending or, to the Company’s Knowledge, threatened Environmental Claims against the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, Company Property; (iv) to the Company’s Knowledge, there has been is no release Contamination of Hazardous Materials or at any real property currently Company Property (including soils, groundwater, surface water, buildings or other structures); (v) to the Company’s Knowledge, there was no Contamination of or at any Company Property during the period of time such properties were owned, leased or operated by the Company or any Subsidiary of its Subsidiaries; (vi) neither the Company or, nor any of its Subsidiaries are subject to the knowledge of the Company, formerly owned, leased or operated liability for a Release by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge Knowledge of the Company, any other Person, of any Hazardous Material or Contamination on the property of any third party; (vii) neither the Company and nor any of its SubsidiariesSubsidiaries has Released any Hazardous Material to the environment in violation of any Environmental Laws; (viii) neither the Company nor any of its Subsidiaries has received any notice, by any person demand, letter, claim or entity whose liability request for information, nor is the Company or any of its Subsidiaries has aware of any pending or may have retained threatened notice, demand, letter, claim or assumed either contractually or by operation of lawrequest for information, under any Environmental Law, (v) alleging that the Company is not party to or any orderof its Subsidiaries may be in violation of, judgment liable under or decree that imposes any have obligations under any Environmental Law; (ix) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability or obligation under any Environmental Law or relating to Hazardous Materials; (x) to the Company’s Knowledge, none of the Company Properties is listed in the National Priorities List or any other list, schedule, log, inventory or record maintained by any Governmental Entity with respect to sites from which there is or has been a Release of any Hazardous Material or any Contamination; (xi) to the Company’s Knowledge, none of the Company Properties is used, nor was ever used, (viA) there have been no ruptures as a landfill, dump or explosions other disposal, storage, transfer or handling area for Hazardous Materials, excepting, however, for the routine storage and use of Hazardous Materials from time to time in the Company Systems resulting ordinary course of business consistent with past practice, in personal injurycompliance with Environmental Laws and in compliance with good commercial practice; (B) for military purposes; or (C) as a gasoline service station or a facility for selling, loss of life dispensing, storing, transferring or material property damage, except to the extent any claims related to such ruptures have been resolved and handling petroleum and/or petroleum products; (viixii) there are no defectsunderground or above ground storage tanks (whether or not currently in use), corrosion urea-formaldehyde materials, asbestos, asbestos containing materials, polychlorinated biphenyls (PCBs) or other damage nuclear fuels or wastes, located on or under any Company Property, and no underground tank previously located on these properties has been removed therefrom; and (xiii) to any the Knowledge of the Company, there are no facts or circumstances, conditions or occurrences regarding the current or former business, assets or operations of the Company Systems or any of its Subsidiaries or any Company Property that could reasonably be expected anticipated to result in a pipeline integrity failureform the basis of an Environmental Claim against the Company or any of its Subsidiaries or any Company Property.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Teradyne, Inc), Agreement and Plan of Merger (Nextest Systems Corp)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or for such matters as would not havenot, individually or in the aggregate, reasonably be expected to have a Company Cyclone Material Adverse Effect: (ia) Cyclone and its Subsidiaries are now and have been since January 1, 2012 in compliance with all Environmental Laws; (b) there has been no Release or presence of or exposure to any Hazardous Substance, whether on or off the property currently or formerly owned or operated by Cyclone or any of its Subsidiaries, that would reasonably be expected to result in Environmental Liability or a requirement for notification, investigation or remediation by Cyclone or any of its Subsidiaries or any third party whose liability the Cyclone or any of its Subsidiaries has retained or assumed (either contractually or by operation of law), in each case under any Environmental Law; (c) since January 1, 2012 (or earlier to the extent unresolved), neither Cyclone nor any of its Subsidiaries has received any notice, notificationdemand letter, claim or request for information alleging that Cyclone or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (d) neither Cyclone nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; (e) there is no claim, action, suit, proceeding, demand, lien, investigation or information request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the CompanyCyclone, is threatened by any Governmental Entity or other person relating to the Company against Cyclone or any Subsidiary of the Company its Subsidiaries or against any person or entity third party whose liability the Company Cyclone or any of its Subsidiaries has or may have retained or assumed (either contractually or by operation of law) either pursuant to Environmental Law or arising from the Release or presence of or exposure to Hazardous Substances; (f) Cyclone and its Subsidiaries have and are, and relating since January 1, 2012, have been in compliance with, all of the material Environmental Permits necessary for the conduct and operation of its business (including the construction, modification, operation and maintenance of any facilities) as now being conducted, and all such Environmental Permits are in good standing and all applications as necessary for renewal of such Environmental Permits have been timely filed; and (g) with respect to Cyclone, each of its Subsidiaries and any Cyclone Owned Real Property or Cyclone Leased Real Property, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will require any investigation or remediation activities or notice to or arising out consent of any Governmental Entity or third parties pursuant to any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved including with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, respect to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.New Jersey Industrial Site Recovery Act. Section 4.9
Appears in 2 contracts
Samples: Execution Version Agreement (Huntsman CORP), Execution Version Agreement (Huntsman CORP)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, result in a Company Material Adverse Effect: material adverse effect on the Business, (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, Seller (with respect to the knowledge Business) and the Acquired Companies are in compliance with all applicable Environmental Laws, (ii) no Hazardous Substance (as defined below) is present at, in, on, under or about any of the Company, is threatened properties currently owned or leased by any Governmental Entity or other person relating to the Company or any Subsidiary of the Acquired Companies in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Acquired Company or against any person or entity whose liability would reasonably be expected to be liable, (iii) since the Company date of the Business Balance Sheet none of Seller or any of its Subsidiaries has (including the Acquired Companies) have received any written notices, demand letters or requests for information from any person, including any Governmental Entity alleging that Seller (with respect to the Business) or the Acquired Companies may have retained be in violation of, or assumed either contractually or by operation of lawliable under, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by as it pertains to the Company or any Subsidiary operation of the Company orBusiness and neither the Acquired Companies nor, with respect to the knowledge of Business, Seller are the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose subject of any Hazardous Materials in concentrations outstanding written notices, demand letters or under circumstances requests for information from any person, including any Governmental Entity alleging that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company Seller or any of its Subsidiaries has may be in violation of, or may have retained or assumed either contractually or by liable under, any Environmental Law as it pertains to the operation of lawthe Business, and (iv) neither Seller (with respect to the Business) nor any Acquired Company is the subject of any suit, settlement, court order, administrative order, judgment or written claim asserted or arising under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Renegy Holdings, Inc.), Stock Purchase Agreement (Acorn Factor, Inc.)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Partnership Material Adverse Effect: (i) there are no noticeinvestigations, notificationactions, demandsuits or proceedings (whether administrative or judicial) pending, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the CompanyPartnership, is threatened by any Governmental Entity or other person relating to against the Company Partnership or any Subsidiary of the Company its Subsidiaries or against any person or entity whose liability the Company Partnership or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to alleging non-compliance with or arising out of other liability under any Environmental Law, (ii) the Company Partnership and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2020 have been been, in compliance with all Environmental Laws (Laws, which compliance includesincludes and has included obtaining, but is not limited tomaintaining and complying with all permits, possession of all Company Permits and compliance with the terms and conditions thereof)licenses, approvals, or authorizations required pursuant to Environmental Laws, (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of release, treatment, storage, disposal or arrangement for the disposal, transportation, handling of, exposure to, or contamination by, any Hazardous Materials Materials, including at any real property currently owned, leased or operated by the Company Partnership or any Subsidiary of the Company or, to the knowledge of the Company, Partnership or formerly owned, leased or operated by the Company Partnership or any Subsidiary of the Company Partnership that has given rise or at any offsite disposal location used by would reasonably be expected to give rise to the Company Partnership or any Subsidiary of the Company to dispose of Subsidiaries incurring any Hazardous Materials in concentrations remedial obligation or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation corrective action requirement or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, liabilities under any applicable Environmental Law, (viv) the Company Partnership is not party to any order, judgment or decree that imposes any obligations on the Partnership or any of its Subsidiaries under any Environmental Law, and neither the Partnership nor any of its Subsidiaries have received any notice, report, order, directive or other information relating to a violation of, or liability under, Environmental Law, (viv) there have been no ruptures or explosions in the Company Partnership’s Systems resulting in claims for personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures or explosions have been resolved fully and finally resolved, (viivi) to the Partnership’s knowledge, there are no defects, corrosion or other damage to any of the Company Partnership’s Systems that could would reasonably be expected to result in a pipeline integrity failure, and (vii) neither the Partnership nor any of its Subsidiaries have expressly assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to the liability of any other person under Environmental Law. The Partnership and its Subsidiaries have made available to Parent copies of all material environmental reports, audits, assessments prepared in the last three (3) years and all other material environmental, health or safety documents related to current or former properties, facilities or operations of the Partnership or its Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Crestwood Midstream Partners LP)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: Effect (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January July 1, 2008 2013 have been been, in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iiiii) the Company is not obligated and its Subsidiaries have or have applied for all Company Permits required under applicable Environmental Laws to conduct or pay for, their respective business and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any locationoperations, (iviii) there has been are no release of Hazardous Materials at any real property currently ownedsuits or proceedings (whether administrative or judicial) pending, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly ownedany investigations pending or investigations, leased suits or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability proceedings threatened against the Company or any of its Subsidiaries has alleging non-compliance with or may have retained or assumed either contractually or by operation of law, other Liability under any Environmental Law, Law and (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (viiv) there have been no ruptures or explosions in Releases at any Company Leased Real Property of Hazardous Materials by the Company Systems resulting in personal injuryor any of its Subsidiaries, loss of life or material property damage, except to the extent knowledge of the Company, as a result of any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion operations or other damage to any activities of the Company Systems or any of its Subsidiaries or other contractors or third party operators, that would reasonably be expected to give rise to any Liability to the Company or its Subsidiaries. No Hazardous Materials are present at, on, in or under any property currently or formerly owned or leased by the Company or its Subsidiaries that could reasonably be expected to result in Liabilities under applicable Environmental Laws and neither the Company nor its Subsidiaries are subject to any Order or any indemnity obligation or other Contract with any other person that would reasonably be expected to result in Liabilities under any Environmental Law or concerning Hazardous Materials or Releases, except as would not, individually or in the aggregate, reasonably be expected to have a pipeline integrity failureCompany Material Adverse Effect. Since July 1, 2013, neither the Company nor any of its Subsidiaries has received any unresolved written claim, notice, complaint or request for information from a Governmental Entity or any other person relating to actual or alleged noncompliance with or Liability under applicable Environmental Laws that require remediation at any site.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Linear Technology Corp /Ca/), Agreement and Plan of Merger (Analog Devices Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) there are no noticeactions, notificationsuits, demandclaims, request for informationproceedings or, citationto the knowledge of the Company, summons, complaint investigations (whether administrative or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is judicial) pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has alleging non-compliance with or may have retained or assumed either contractually or by operation of law, and relating to or arising out of other Liability under any Environmental Law, (ii) the Company and its Subsidiaries are, are and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits Governmental Authorizations required under applicable Environmental Laws to conduct their respective business and operations as presently conducted, and compliance with the terms and conditions thereof)) since January 1, 2013, (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly ownedsince January 1, leased or operated by the Company or any Subsidiary of the Company or 2013, there have been no Releases at any offsite disposal location used by the Company or any Subsidiary Leased Real Property of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has that would reasonably be expected to give rise to any Liability to the Company or may have retained its Subsidiaries, (iv) to the knowledge of the Company, no Hazardous Materials are present at, on, in or assumed either contractually or by operation of law, under any Environmental Law, (v) property currently or formerly owned or leased by the Company is not party to any order, judgment or decree its Subsidiaries that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could would reasonably be expected to result in Liabilities under applicable Environmental Laws, (v) none of the Company and its Subsidiaries is subject to any indemnity obligation or other Contract with any other person that would reasonably be expected to result in Liabilities to the Company and its Subsidiaries under applicable Environmental Laws or concerning Hazardous Materials or Releases, and (vi) none of the Company and its Subsidiaries has received any unresolved claim, written notice, written complaint or written request for information of or has entered into or is subject to any legally-binding agreement, order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved violations, liabilities or requirements on the part of the Company or any of its Subsidiaries from a pipeline integrity failureGovernmental Entity or any other person relating to actual or alleged noncompliance with or Liability under applicable Environmental Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TriVascular Technologies, Inc.), Agreement and Plan of Merger (Endologix Inc /De/)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the The Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2014, have been been, in material compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company is not obligated to conduct or pay forand its Subsidiaries, and is not conducting or paying fortaken as a whole. To the knowledge of the Company, any response, remedial, investigatory or corrective action under any Environmental Law there have been no material Releases at any location, (iv) there has been no release Company Leased Real Property of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company orits Subsidiaries, or to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose as a result of any Hazardous Materials in concentrations operations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary activities of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries or their contractors or third party operators, that have given rise to or would reasonably be expected to give rise to, individually or in the aggregate, any material Liability to the Company or its Subsidiaries. No Hazardous Materials are present at, on, in or under any property currently or formerly owned or leased by the Company or its Subsidiaries that have resulted in or would reasonably be expected to result in, individually or in the aggregate, material Liabilities under applicable Environmental Laws. None of the Company and its Subsidiaries is subject to any Order or any indemnity obligation or other Contract with any other person that have resulted in or would reasonably be expected to result in, individually or in the aggregate, material Liabilities to the Company and its Subsidiaries under applicable Environmental Laws or concerning Hazardous Materials or Releases. Since January 1, 2014, neither the Company nor any of its Subsidiaries has received any unresolved claim, notice, complaint or may have request for information from a Governmental Entity or any other person relating to actual or alleged material noncompliance with or material Liability under applicable Environmental Laws (including any such Liability or obligation arising under, retained or assumed either contractually by contract or by operation of law). The Company has made available to Parent copies of all environmental reports, under any Environmental Lawstudies and assessments that are in the possession, (v) custody or control of or readily obtainable by the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of its Subsidiaries pertaining to Releases, compliance or non-compliance with Environmental Laws or the Company Systems presence of, or exposure to, Hazardous Materials and that could contain information that is or would reasonably be expected to result in a pipeline integrity failurebe material.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (WHITEWAVE FOODS Co)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havereasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, since January 1, 2008: (i) no notice, notification, demand, request for information, citation, summons, complaint or order each of the Company and its Subsidiaries is and has been receivedin compliance with all applicable Environmental Laws, no penalty which compliance includes obtaining, maintaining and complying with all Company Permits required under Environmental Laws (“Environmental Permits”) and all such Environmental Permits are in good standing and full force and effect; (ii) there has been assessedno disposal, and no investigationrelease or threatened release of any Hazardous Substance by the Company or any of its Subsidiaries, action, claim, suit, proceeding or review is pending or, to the knowledge Knowledge of the Company, is threatened by any Governmental Entity or other person relating Person in any manner that would reasonably be expected to the Company or any Subsidiary of the Company or against any person or entity whose liability give rise to the Company or any of its Subsidiaries has incurring any remedial obligation, corrective action requirement or may have retained other liability or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the obligation under applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), or Environmental Permits; (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge Knowledge of the Company, formerly ownedthere are no investigations, leased actions, suits, proceedings, reviews, or operated by inquiries pending or threatened in writing against or affecting the Company Company, any of its Subsidiaries or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability Person for whom the Company or any of its Subsidiaries has may be liable or may have retained involving any real property currently or assumed either contractually formerly owned, operated or leased by operation or for the Company or any of law, its Subsidiaries alleging noncompliance with or liability under any Environmental LawLaw or Environmental Permit; and (iv) to the Knowledge of the Company, (v) no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law or Environmental Permit, from any properties while owned, operated or leased by or for the Company, any of its Subsidiaries or any other Person for whom the Company or any of its Subsidiaries is not party reasonably likely to be liable or as a result of any orderoperations or activities of the Company, judgment any of its Subsidiaries or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in other Person for whom the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could its Subsidiaries is reasonably likely to be expected to result in a pipeline integrity failureliable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Metals Usa Holdings Corp.)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, have a Company Linn Party Material Adverse Effect: (i) there are no noticeinvestigations, notificationactions, demandsuits or proceedings (whether administrative or judicial) pending, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the CompanyLinn Parties, is threatened by against any Governmental Entity or other person relating to the Company Linn Party or any Subsidiary of the Company its Subsidiaries or against any person or entity whose liability the Company any Linn Party or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawLaw, and relating to alleging non-compliance with or arising out of other liability under any Environmental LawLaw and, to the knowledge of the Linn Parties, there are no existing facts or circumstances that would reasonably be expected to give rise to any such action, suit or proceeding, (ii) the Company each Linn Party and its Subsidiaries and, to the knowledge of the Linn Parties, each third party operator of the Oil and Gas Interests of the Linn Parties are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2011 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by such Linn Party and each of its Subsidiaries of all Company Linn Party Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law there have been no Releases at any location, (iv) there has been no release location of Hazardous Materials at by any real property currently owned, leased or operated by the Company Linn Party or any Subsidiary of the Company its Subsidiaries, or, to the knowledge of the CompanyLinn Parties, formerly ownedas a result of any operations or activities of any Linn Party, leased or operated by the Company any of their Subsidiaries or any Subsidiary of the Company their contractors or at other third-party operators, that would reasonably be expected to give rise to any offsite disposal location used by the Company fine, penalty, remediation, investigation, obligation, injunction or any Subsidiary of the Company to dispose liability of any Hazardous Materials in concentrations kind to such Linn Party or under circumstances that would require reporting or be reasonably likely to result in investigationits Subsidiaries, remediation or other corrective or response action by the Company or (iv) neither any Subsidiary Linn Party nor any of the Company ortheir Subsidiaries nor, to the knowledge of Company and its Subsidiariesthe Linn Parties, by any person or entity whose liability the Company or any third-party operator of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems Oil and Gas Interests of the Linn Parties or any predecessor of any of them, is subject to any Order or any indemnity obligation or other Contract with any other person that could would reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning Hazardous Materials or Releases, and (v) no Linn Party nor any of its Subsidiaries has received any unresolved claim, notice, complaint or request for information or contribution from a pipeline integrity failureGovernmental Entity or any other person relating to actual or alleged noncompliance with or liability under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by contract or by operation of Law).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Berry Petroleum Co), Agreement and Plan of Merger
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: Effect (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending orthere are, to the knowledge of the Company, is no investigations, actions, suits, proceedings (whether administrative or judicial) pending or threatened by any Governmental Entity or other person relating to the in writing against Company or any Subsidiary of the Company its Subsidiaries or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to alleging non-compliance with or arising out of other liability under any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2018 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law there have been no Releases at any location, (iv) there has been no release location of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company its Subsidiaries, or, to the knowledge of the Company’s knowledge, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose as a result of any Hazardous Materials in concentrations operations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary activities of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained their contractors or assumed either contractually third-party operators, that would reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation or by operation liability of law, under any Environmental Lawkind to Company or its Subsidiaries, (viv) the none of Company and its Subsidiaries is not party subject to any orderOrder, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except indemnity obligation with respect to the extent liability of any claims related to such ruptures have been resolved and (vii) there are no defectsother person, corrosion or other damage to any of the Company Systems that could would reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning any Releases of Hazardous Materials and (v) none of Company and its Subsidiaries has received any unresolved claim, notice, complaint or request for information from a pipeline integrity failureGovernmental Entity or any other person relating to actual or alleged noncompliance by Company or its Subsidiaries with or liability of Company or its Subsidiaries under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by Company or its Subsidiaries by contract or by operation of law).
Appears in 2 contracts
Samples: Transaction Agreement (Borgwarner Inc), Transaction Agreement (Delphi Technologies PLC)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, have a Company Material Adverse Effect: , (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, the Company and no investigation, action, claim, suit, proceeding or review is pending orits Affiliates and, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may each Managed Practice have retained or assumed either contractually or by operation of law, and relating to or arising out of any conducted their respective businesses in compliance with all applicable Environmental LawLaws, (ii) to the Company and its Subsidiaries areknowledge of the Company, and except for matters that have been fully resolved with none of the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently properties owned, leased or operated by the Company or any Subsidiary of its Affiliates or any Managed Practice contains any Hazardous Substance as a result of any activity of the Company oror any of its Affiliates, and the Company or any of its Affiliates have not exposed any Person to any Hazardous Substance, in each case in amounts exceeding the levels permitted by applicable Environmental Laws or otherwise giving rise to liabilities under Environmental Laws, (iii) since January 1, 2002, as of the date of this Agreement, neither the Company nor any of its Affiliates, nor, to the knowledge of the Company, any Managed Practice has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that the Company or any of its Affiliates or any Managed Practice may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of their respective businesses or any of their respective properties or assets, (iv) to the knowledge of the Company, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, at or from any properties presently or formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company its Affiliates or any Subsidiary of Managed Practice and (v) neither the Company to dispose of Company, its Affiliates nor any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or Managed Practice nor any of its Subsidiaries has their respective properties are subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or may have retained written claim asserted or assumed either contractually or by operation of law, arising under any Environmental Law. It is agreed and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 3.9. The Company has made available to Parent true and complete copies of all material environmental records, (v) the Company is not party to any orderreports, judgment notifications, certificates of need, permits, engineering studies, and environmental studies or decree that imposes any obligations under any Environmental Lawassessments, (vi) there have been no ruptures or explosions in each case in the Company Systems resulting in personal injury, loss of life Company’s possession or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureunder its reasonable control.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vestar Capital Partners v L P), Agreement and Plan of Merger (Radiation Therapy Services Inc)
Environmental Laws and Regulations. (a) Except as set forth disclosed in Section 3.8 of the Company Disclosure Schedule or 5.11 and except as would not have, individually or in the aggregate, have a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance complied at all times with all applicable Environmental Laws Laws; (which compliance includes, but is not limited to, possession of ii) all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property properties currently owned, leased owned or operated by the Company or any Subsidiary of the Company or(including soils, to the knowledge of the Companygroundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substance; (iii) no property formerly owned, leased owned or operated by the Company or any Subsidiary has been contaminated with any Hazardous Substance during or prior to such period of ownership or operation; (iv) neither the Company nor any Subsidiary is subject to liability for any Hazardous Substance disposal or contamination on any third party property other than for matters that have been fully resolved; (v) neither the Company nor any Subsidiary has caused any release or threat of release of any Hazardous Substance; (vi) neither the Company nor any Subsidiary has received any notice, demand, letter, claim or request for information indicating that it may be in violation of or subject to liability under any Environmental Law other than for matters that have been fully resolved; (vii) neither the Company nor any Subsidiary is subject to any order, decree, injunction or other agreement with any Governmental Entity relating to liability under any Environmental Law; (viii) none of the Company or at any offsite disposal location used by properties of the Company or any Subsidiary of the Company to dispose of contain any Hazardous Materials in concentrations underground storage tanks, asbestos-containing material, or under polychlorinated biphenyls; (ix) there are no circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by conditions involving the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureany claims, liability, costs or restrictions on the ownership, use, or transfer of any property pursuant to any Environmental Law; and (x) the Company has made available to Buyer copies of all material environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to the Company or any Subsidiary or any of their current or former properties or operations. As used herein, the term "Environmental Law" means any federal, state or local law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement relating to: (A) the protection, investigation or restoration of the environment, health and safety relating to Hazardous Substances, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property relating to Hazardous Substances. As used herein, the term "Hazardous Substance" means any substance that is: (A) listed, classified or regulated pursuant to any Environmental Law; or (B) any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls or radioactive materials or radon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Giddings & Lewis Inc /Wi/), Agreement and Plan of Merger (Taqu Inc)
Environmental Laws and Regulations. (a) Except as set forth would not reasonably be expected to have, individually or in Section 3.8 the aggregate, a Company Material Adverse Effect (i) the Company and its Subsidiaries are, and since April 1, 2014 have been, in compliance with all applicable Environmental Laws (which compliance includes the possession by the Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective businesses and operations, and compliance with the terms and conditions thereof), (ii) the Company and its Subsidiaries have all Company Permits required under applicable Environmental Laws to conduct their respective businesses and operations, (iii) there are no suits or proceedings (whether administrative or judicial) pending, or to the knowledge of the Company, any investigations pending or investigations, suits or proceedings threatened against the Company or any of its Subsidiaries alleging non-compliance with or other Liability under any Environmental Law and (iv) there have been no Releases at any Company Leased Real Property of Hazardous Materials by the Company or any of its Subsidiaries, or to the knowledge of the Company, as a result of any operations or activities of the Company Disclosure Schedule or any of its Subsidiaries or other contractors or third party operators, that would reasonably be expected to give rise to any Liability to the Company or any of its Subsidiaries. Except as required in the ordinary course of operations and in compliance with applicable Environmental Laws, no Hazardous Materials are present at, on, in or under any property currently or formerly owned or leased by the Company or any of its Subsidiaries that could reasonably be expected to result in Liabilities under applicable Environmental Laws and neither the Company nor any of its Subsidiaries is subject to any Order or any indemnity obligation or other Contract with any other person that would reasonably be expected to result in Liabilities under any Environmental Law or concerning Hazardous Materials or Releases, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice. Since April 1, notification2014, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to neither the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or nor any of its Subsidiaries has received any unresolved written claim, notice, complaint or may have retained request for information from a Governmental Entity or assumed either contractually or by operation of law, and any other person relating to actual or arising out of any alleged noncompliance with or Liability under applicable Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixys Corp /De/), Agreement and Plan of Merger (Littelfuse Inc /De)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (ia) there are no noticeinvestigations, notificationactions, demandsuits or proceedings (whether administrative or judicial) pending, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or in writing against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to a violation of, or arising out of liability under, any Environmental Law, (iib) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1the Company and its Subsidiaries are, 2008 and for the past three (3) years have been been, in compliance with all Environmental Laws (Laws, which compliance includesincludes obtaining, but is not limited to, possession of maintaining and complying with all Company Permits and compliance with the terms and conditions thereof)required under Environmental Laws, (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (ivc) there has been no release release, treatment, storage, disposal, arrangement for or permitting the disposal, transportation, or handling of, exposure of any Person to, or contamination by, Hazardous Materials Materials, including at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company Company, in each case that has given rise to, or at any offsite disposal location used by the Company or any Subsidiary would reasonably be expected to give rise to, liability of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (vd) the Company is not party to any order, judgment or decree that imposes any obligations obligation on the Company or any of its Subsidiaries under any Environmental Law, (vie) there have been no ruptures or explosions in for the past three (3) years, the Company Systems resulting in personal injuryand its Subsidiaries have not received any written notice or formal request for information relating to a violation of, loss of life or material property damageliability under, except any Environmental Law, and (f) the Company and its Subsidiaries have not assumed, undertaken, provided an indemnity with respect to or otherwise become subject to the extent liability of any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failurePerson under Environmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EQT Corp), Agreement and Plan of Merger (Equitrans Midstream Corp)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Parent Material Adverse Effect: (i) there are no noticeinvestigations, notificationactions, demandsuits or proceedings (whether administrative or judicial) pending, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the CompanyParent, is threatened by any Governmental Entity or other person relating to the Company against Parent or any Subsidiary of the Company its Subsidiaries or against any person or entity whose liability the Company Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to alleging non-compliance with or arising out of other liability under any Environmental LawLaw and, to Parent’s knowledge, there are no existing facts or circumstances that would reasonably be expected to give rise to any such action, suit or proceeding, (ii) Parent and its Subsidiaries and, to Parent’s knowledge and each third-party operator of any of the Company Mining Interests of Parent and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2010 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by Parent and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law there have been no Releases at any location, (iv) there has been no release location of Hazardous Materials at any real property currently owned, leased or operated by the Company Parent or any Subsidiary of the Company its Subsidiaries, or, to the knowledge of the CompanyParent’s knowledge, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose as a result of any Hazardous Materials in concentrations operations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary activities of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company Parent or any of its Subsidiaries has or may have retained their contractors or assumed either contractually third-party operators, that could reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation or by operation liability of law, under any Environmental Lawkind to Parent or its Subsidiaries, (viv) the Company is not none of Parent and its Subsidiaries, and, to Parent’s knowledge, any third-party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss operator of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems Mining Interests of Parent and its Subsidiaries and any predecessor of any of them, is subject to any Order or any indemnity obligation or other Contract with any other person that could reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning Hazardous Materials or Releases, (v) none of Parent and its Subsidiaries has received any unresolved claim, notice, complaint or request for information from a pipeline integrity failureGovernmental Entity or any other person relating to actual or alleged noncompliance with or liability under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by contract or by operation of law) and there are no other circumstances or conditions involving Parent or any of its Subsidiaries that could reasonably be expected to result in any claim, liability, remediation, investigation, cost or restriction on the ownership, use, development or transfer of any property pursuant to applicable Environmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Freeport McMoran Copper & Gold Inc), Agreement and Plan of Merger (Plains Exploration & Production Co)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, a reasonably be expected to result in the Company Material Adverse Effect: and its Subsidiaries incurring material liabilities under Environmental Laws, (i) no noticethe Company and its Subsidiaries and their respective businesses are in and have been in compliance with all applicable Environmental Laws (as hereinafter defined), notificationwhich compliance included obtaining, demandmaintaining and complying with all Permits required under Environmental Laws for the operation of the Company and any of its Subsidiaries and their respective businesses, request for information, citation, summons, complaint (ii) none of the properties owned or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding leased by the Company or review is pending orany of its Subsidiaries contains any Hazardous Substance (as hereinafter defined) as a result of any activity of the Company or any of its Subsidiaries in amounts exceeding the levels permitted by applicable Environmental Laws and, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary none of the Company properties owned or against any person or entity whose liability leased by the Company or any of its Subsidiaries has or may have retained or assumed either contractually or contains any Hazardous Substances in amounts exceeding the levels permitted by operation of law, and relating to or arising out of any applicable Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof)Laws, (iii) from December 31, 2005 to the date hereof, neither the Company is not obligated to conduct nor any of its Subsidiaries has received any notices, claims, demand letters or pay forrequests for information or other written communication from any federal, and is not conducting state, local or paying forforeign Governmental Entity or any other person indicating that the Company or any of its Subsidiaries may be in violation of, any responseor liable under, remedial, investigatory or corrective action under any Environmental Law at in connection with the ownership or operation of its businesses or any locationreal property currently or formerly owned or leased by the company or any of its Subsidiaries (collectively, “Environmental Claims”) and, to the knowledge of the Company, no Environmental Claims have been threatened, (iv) there to the knowledge of the Company, no Hazardous Substance has been no release disposed of, released or transported in violation of Hazardous Materials at any real property currently applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties owned by the Company or any of its Subsidiaries as a result of any activity of the Company or any of its Subsidiaries during the time such properties were owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) neither the Company is not party Company, its Subsidiaries nor any of their respective current or former properties are subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or decree that imposes any obligations written claim asserted or arising under any Environmental Law, Law and (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injuryhas made available to the Parent copies of all material environmental assessments, loss of life audits, investigations or similar reports relating to the environment or Hazardous Substances as well as any material property damagecorrespondence related to any pending or threatened Environmental Claim, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defectsin the possession, corrosion custody or other damage to any control of the Company Systems Company. It is agreed and understood that could reasonably be expected except with respect to result Section 3.6, no representation or warranty is made in a pipeline integrity failurerespect of environmental matters in any Section of this Agreement other than this Section 3.8.
Appears in 2 contracts
Samples: __________________________________________________________________________________________________________________________ Agreement and Plan of Merger (Ceridian Corp /De/), Agreement and Plan of Merger (Comdata Network, Inc. Of California)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) there are no noticeinvestigations, notificationactions, demandsuits or proceedings (whether administrative or judicial) pending, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to against the Company or any Subsidiary of the Company its Subsidiaries or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawLaw, and relating to alleging non-compliance with or arising out of other liability under any Environmental LawLaw and, to the knowledge of the Company, there are no existing facts or circumstances that would reasonably be expected to give rise to any such action, suit or proceeding, (ii) the Company and its Subsidiaries and, to the knowledge of the Company, each third-party operator of any of the Oil and Gas Interests of the Company and its Subsidiaries (with respect to such interests) are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2010 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law there have been no Releases at any location, (iv) there has been no release location of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of its Subsidiaries, or to the knowledge of the Company, as a result of any operations or activities of their contractors or other third-party operators, that would reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation, injunction or liability of any kind to the Company or its Subsidiaries, (iv) none of the Company orand its Subsidiaries and, to the knowledge of the Company, formerly owned, leased or operated by any third-party operator of any of the Company or any Subsidiary Oil and Gas Interests of the Company or at and its Subsidiaries (with respect to such interests) and any offsite disposal location used by the Company predecessor of any of them, is subject to any Order or any Subsidiary indemnity obligation (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions set forth in the Company Systems resulting in personal injury, loss of life or material property damage, except Reserve Reports that have been provided to LinnCo prior to the extent any claims related to such ruptures have been resolved and (viidate of this Agreement) there are no defects, corrosion or other damage to Contract with any of the Company Systems other person that could would reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning Hazardous Materials or Releases, and (v) none of the Company and its Subsidiaries has received any unresolved claim, notice, complaint or request for information or contribution from a pipeline integrity failureGovernmental Entity or any other person relating to actual or alleged noncompliance with or liability under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by contract or by operation of Law).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Berry Petroleum Co), Agreement and Plan of Merger
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) there are no noticeactions, notificationsuits, demand, request for information, citation, summons, complaint proceedings (whether administrative or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending judicial) or, to the knowledge of the Company, is threatened by any Governmental Entity investigations pending, or other person relating to the Company or any Subsidiary knowledge of the Company or Company, threatened against any person or entity whose liability the Company or any of its Subsidiaries has alleging non-compliance with or may have retained or assumed either contractually or by operation of law, and relating to or arising out of other liability under any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2010 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law there have been no Releases at any location, (iv) there has been no release location of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of its Subsidiaries, or to the knowledge of the Company, as a result of any operations or activities of the Company oror any of its Subsidiaries, that could reasonably be expected to give rise to any fine, penalty or remediation of any kind to the Company or its Subsidiaries, (iv) none of the Company and its Subsidiaries and, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary third-party operator of any of the Company or at any offsite disposal location used by the Company or any Subsidiary Oil and Gas Interests of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party subject to any order, judgment or decree that imposes Order with any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems person that could reasonably be expected to result in obligations or liabilities under applicable Environmental Laws and, (v) none of the Company and its Subsidiaries has received any unresolved claim, notice, complaint or request for information from a pipeline integrity failureGovernmental Entity or any other person relating to actual or alleged noncompliance with or liability under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by contract or by operation of law). The Company has made available to Parent copies of all non-privileged material environmental reports, studies, assessments, data, measurements, correspondence, memoranda or other documents prepared within the past five years that are in the possession or reasonable control of the Company or any of its Subsidiaries pertaining to Releases, compliance or non-compliance with Environmental Laws or the presence of, or exposure to, Hazardous Materials and that, in each case, contain information that could reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries taken as a whole. EXCEPT AS SET FORTH IN THIS SECTION 3.8, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY AS TO ENVIRONMENTAL MATTERS, COMPLIANCE WITH ENVIRONMENTAL LAWS OR THE COMPANY’S OR ITS SUBSIDIARIES’ COMPLIANCE THEREWITH, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES, AND NOTHING IN THIS AGREEMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McMoran Exploration Co /De/), Agreement and Plan of Merger (Freeport McMoran Copper & Gold Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order Order has been received, no penalty has been assessed, and and, to the Knowledge of Parent, no investigation, action, claim, suit, suit or proceeding or review is pending or, to the knowledge of the Company, or is threatened by any Governmental Entity or other person Person relating to the Company Parent or any Subsidiary of Parent or, to the Company or Knowledge of Parent and its Subsidiaries, against any person or entity Person whose liability the Company Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company Parent and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2013 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits permits, franchises, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders required under Environmental Laws for the conduct of their business or the occupation of their properties and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and Parent is not conducting or paying for, for any response, remedial, investigatory response or corrective action under any Environmental Law at any location, (iv) there has been no release release, treatment, storage, disposal, arrangement for or permission to dispose of, transportation, handling, manufacturing, or distribution of, or exposure of any Person to, any Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge Knowledge of the CompanyParent, formerly owned, leased or operated by the Company Parent or any Subsidiary of Parent or, to the Company or Knowledge of Parent, at any offsite disposal location used by the Company Parent or any Subsidiary of the Company Parent to dispose of any Hazardous Materials Materials, in concentrations or under circumstances each case in a manner that would require reporting give rise to a current or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company future material liability of Parent or any Subsidiary of the Company Parent or, to the knowledge Knowledge of Company Parent and its Subsidiaries, by any person or entity Person whose liability the Company Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) Parent has not entered into an indemnity with respect to or, to the Company Knowledge of Parent, otherwise assumed or become subject to, any liability of any other Person relating to Environmental Laws or Hazardous Materials, (vi) Parent is not subject to any claims regarding exposure to asbestos or silica in any product or to the presence or alleged presence of silica or damaged or friable asbestos in or upon any property, premises or facility and all asbestos and asbestos-containing materials present at the Parent Leased Real Property are managed in compliance with all applicable Environmental Laws, and (vii) Parent is not party to any order, judgment or decree Order that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fitlife Brands, Inc.), Agreement and Plan of Merger (iSatori, Inc.)
Environmental Laws and Regulations. Except as described in any of the Company SEC Reports, (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule and each of its Subsidiaries is in material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or as protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively, "Environmental Laws"), except for non-compliance which would not have, individually or in the aggregate, aggregate have a Company Material Adverse Effect: (i) no noticeEffect on the Company, notificationwhich compliance includes, demandbut is not limited to, request for information, citation, summons, complaint or order has been received, no penalty has been assessedthe possession by the Company and its Subsidiaries of material permits and other governmental authorizations required under applicable Environmental Laws, and no investigationcompliance with the terms and conditions thereof, action(b) neither the Company nor any of its Subsidiaries has received written notice of, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened the subject of, any actions, causes of action, claims, investigations, demands or notices by any Governmental Entity Person alleging liability under or other person relating to non-compliance with any Environmental Law or that the Company or any Subsidiary of is a potentially responsible party at any Superfund site or state-equivalent site ("Environmental Claims") which would in the Company or against any person or entity whose liability aggregate have a Material Adverse Effect on the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental LawCompany, (iic) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly ownedthere are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future, (d) to the knowledge of the Company, the Company and its Subsidiaries have not disposed of or released hazardous materials (at a concentration or level which requires remedial action under any Environmental Law) at any real property currently owned or leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by other real property, except for such disposals or releases as would not in the aggregate have a Material Adverse Effect on the Company, and (e) neither the Company or nor its Subsidiaries have agreed to indemnify any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation predecessor or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party with respect to any orderenvironmental liability, judgment or decree that imposes any obligations under any Environmental Law, other than (vii) there have been no ruptures or explosions customary indemnity agreements contained in leases and licenses and (ii) such agreements as would not in the Company Systems resulting in personal injury, loss of life or material property damage, except to aggregate have a Material Adverse Effect on the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Universal Outdoor Holdings Inc), Agreement and Plan of Merger (Clear Channel Communications Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order Order has been received, no penalty has been assessed, and and, to the Knowledge of the Company, no investigation, action, claim, suit, suit or proceeding or review is pending or, to the knowledge of the Company, or is threatened by any Governmental Entity or other person Person relating to the Company or any Subsidiary of the Company or or, to the Knowledge of Company and its Subsidiaries, against any person or entity Person whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2009 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits permits, franchises, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders required under Environmental Laws for the conduct of their business or the occupation of their properties and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, for any response, remedial, investigatory response or corrective action under any Environmental Law at any location, (iv) there has been no release release, treatment, storage, disposal, arrangement for or permission to dispose of, transportation, handling, manufacturing, or distribution of, or exposure of any Person to, any Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge Knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or or, to the Knowledge of the Company, at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials Materials, in concentrations or under circumstances each case in a manner that would require reporting give rise to a current or be reasonably likely to result in investigation, remediation or other corrective or response action by future material liability of the Company or any Subsidiary of the Company or, to the knowledge Knowledge of Company and its Subsidiaries, by any person or entity Person whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) since January 1, 2009, the Company has not entered into an indemnity with respect to or, to the Knowledge of the Company, otherwise assumed or become subject to, any liability of any other Person relating to Environmental Laws or Hazardous Materials, (vi) the Company is not subject to any claims regarding exposure to asbestos or silica in any product or to the presence or alleged presence of silica or damaged or friable asbestos in or upon any property, premises or facility and all asbestos and asbestos-containing materials present at the Company Owned Real Property and, to the extent under the control of the Company or its Subsidiaries, at the Company Leased Real Property are managed in compliance with all applicable Environmental Laws, and (vii) the Company is not party to any order, judgment or decree Order that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NRG Energy, Inc.), Agreement and Plan of Merger (GenOn Energy, Inc.)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, have a Company Material Adverse Effect: , (i) no noticethe Company and its Subsidiaries have conducted their respective businesses in compliance with all applicable Environmental Laws, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, (ii) to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary none of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently properties owned, leased or operated by the Company or any Subsidiary of its Subsidiaries contains any Hazardous Substance as a result of any activity of the Company oror any of its Subsidiaries in amounts exceeding the levels permitted by applicable Environmental Laws, (iii) since September 30, 2007, neither the Company nor any of its Subsidiaries has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that the Company or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of their respective businesses or any of their respective properties or assets, (iv) to the knowledge of the Company, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties presently or formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose its Subsidiaries as a result of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary activity of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has during the time such properties were owned, leased or may have retained operated by the Company or assumed either contractually any of its Subsidiaries and (v) neither the Company, its Subsidiaries nor any of their respective properties are subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or by operation of law, written claim asserted or arising under any Environmental Law. It is agreed and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 3.7. The Company has made available to Parent true and complete copies of all material environmental records, (v) the Company is not party to any orderreports, judgment notifications, certificates of need, permits, engineering studies, and environmental studies or decree that imposes any obligations under any Environmental Lawassessments, (vi) there have been no ruptures or explosions in each case as requested by Parent and in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureCompany’s possession.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wj Communications Inc), Agreement and Plan of Merger (Triquint Semiconductor Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Sodium Material Adverse Effect: (ia) there are no noticeActions pending, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the CompanySodium, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company Sodium or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to a violation of, or arising out of liability under, any Environmental Law, (iib) the Company Sodium and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1for the past three (3) years have been, 2008 have been in compliance with all Environmental Laws (Laws, which compliance includes, but is not limited toand for the past three (3) years has included, possession of obtaining, maintaining and complying with all Company Permits and compliance with the terms and conditions thereof)Sodium permits required under Environmental Laws, (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (ivc) there has been no release Release of or contamination by Hazardous Materials at Materials, at, on, under or from any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the CompanySodium, formerly owned, leased or operated by the Company Sodium or any Subsidiary of Sodium, or to the Company or at knowledge of Sodium, any offsite disposal location other real property used by in connection with the Company operation of the business of Sodium or any Subsidiary of the Company Sodium, in each case that has given risen or could reasonably be expected to dispose give rise to liability of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company Sodium or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (vd) neither Sodium nor any Subsidiary of Sodium has generated, used, handled, treated, stored, disposed of, transported, arranged for or permitted the Company disposal or transportation of, or exposed any person to, any Hazardous Materials in violation of, or in a manner that has given rise or could reasonably be expected to give rise to liability of Sodium or any Subsidiary of Sodium under, Environmental Law, (e) Sodium is not party to any order, judgment or decree that imposes any obligations obligation on Sodium or any of its Subsidiaries under any Environmental Law, (vif) there for the past three (3) years, Sodium and its Subsidiaries have been no ruptures not received any notice, report, order, directive or explosions in the Company Systems resulting in personal injuryother information relating to a violation of, loss of life or material property damageliability under, except any Environmental Law, and (g) Sodium and its Subsidiaries have not assumed, undertaken, provided an indemnity with respect to or otherwise become subject to the extent liability of any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureperson under Environmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schlumberger Limited/Nv), Agreement and Plan of Merger (ChampionX Corp)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order Order has been received, no penalty has been assessed, and and, to the Knowledge of Parent, no investigation, action, claim, suit, suit or proceeding or review is pending or, to the knowledge of the Company, or is threatened by any Governmental Entity or other person Person relating to the Company Parent or any Subsidiary of Parent or, to the Company or Knowledge of Parent and its Subsidiaries, against any person or entity Person whose liability the Company Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company Parent and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2009 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits permits, franchises, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders required under Environmental Laws for the conduct of their business or the occupation of their properties and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and Parent is not conducting or paying for, for any response, remedial, investigatory response or corrective action under any Environmental Law at any location, (iv) there has been no release release, treatment, storage, disposal, arrangement for or permission to dispose of, transportation, handling, manufacturing, or distribution of, or exposure of any Person to, any Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge Knowledge of the CompanyParent, formerly owned, leased or operated by the Company Parent or any Subsidiary of Parent or, to the Company or Knowledge of Parent, at any offsite disposal location used by the Company Parent or any Subsidiary of the Company Parent to dispose of any Hazardous Materials Materials, in concentrations or under circumstances each case in a manner that would require reporting give rise to a current or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company future material liability of Parent or any Subsidiary of the Company Parent or, to the knowledge Knowledge of Company Parent and its Subsidiaries, by any person or entity Person whose liability the Company Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) since January 1, 2009, Parent has not entered into an indemnity with respect to or, to the Company Knowledge of Parent, otherwise assumed or become subject to, any liability of any other Person relating to Environmental Laws or Hazardous Materials, (vi) Parent is not subject to any claims regarding exposure to asbestos or silica in any product or to the presence or alleged presence of silica or damaged or friable asbestos in or upon any property, premises or facility and all asbestos and asbestos-containing materials present at the Parent Owned Real Property and, to the extent under the control of Parent or its Subsidiaries, at the Parent Leased Real Property are managed in compliance with all applicable Environmental Laws, and (vii) Parent is not party to any order, judgment or decree Order that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GenOn Energy, Inc.), Agreement and Plan of Merger (NRG Energy, Inc.)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as has not had since December 30, 2007 and would not reasonably be expected to have, individually or in the aggregate, a Company Triarc Material Adverse Effect: , (i) no noticeTriarc and its Subsidiaries have conducted their respective businesses in compliance with all applicable Environmental Laws, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, (ii) to the knowledge of Triarc, none of the Companyproperties owned, is threatened leased or operated by Triarc or any of its Subsidiaries contains any Hazardous Substance in amounts which would reasonably be expected to give rise to liability under Environmental Laws, (iii) since January 2, 2006, neither Triarc nor any of its Subsidiaries has received any written notice, demand letter or written request for information from any Governmental Entity or other person relating to the Company indicating that Triarc or any Subsidiary of the Company its Subsidiaries or against any person or entity whose liability the Company Triarc or any of its Subsidiaries has or may have retained or assumed assumed, either contractually or by operation of law, and relating to may be in violation of, or arising out of liable under, any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the CompanyTriarc, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner which has given rise to any liability under Environmental Law, from any properties presently or formerly owned, leased or operated by the Company Triarc or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by or any other property and (v) neither Triarc, its Subsidiaries nor any of their respective properties or any person or entity whose liability the Company Triarc or any of its Subsidiaries has or may have retained or assumed assumed, either contractually or by operation of law, is subject to any liabilities relating to any pending or, to the knowledge of Triarc, threatened suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted (or arising) under any Environmental Law. No representation or warranty is made by Triarc or Merger Sub in respect of environmental matters in any Section of this Agreement other than in this Section 4.8. Triarc has made available to Wendy’s true and complete copies of all material environmental records, (v) the Company is not party to any orderreports, judgment notifications, certificates of need, permits, engineering studies, and environmental studies or decree that imposes any obligations under any Environmental Lawassessments, (vi) there have been no ruptures or explosions in the Company Systems resulting each case as requested by Wendy’s and in personal injuryTriarc’s possession, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureeach case as amended and in effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wendys International Inc), Agreement and Plan of Merger (Triarc Companies Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as for matters which would not havenot, individually or in the aggregate, have a Company Material Adverse Effect: Effect on the Company, (i) no written notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessedreceived by, and no investigation, action, claim, suit, proceeding or review or, to the knowledge of the Company, investigation is pending or, to the knowledge of the CompanyCompany or any Subsidiary, is threatened by any Governmental Entity or other person relating to Person against, the Company or any Subsidiary of the Company or against with respect to any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and matters relating to or arising out of any Environmental Law, ; (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been any Subsidiary are in compliance with all Environmental Laws (Laws, which compliance includes, but is not limited to, includes the possession by the Company and any Subsidiary of all Company Permits material permits required under applicable Environmental Laws and compliance with the terms and conditions thereof), and the Company and any Subsidiary reasonably believe that each of them will, without the incurrence of any material expense, timely attain and maintain compliance with all Environmental Laws applicable to any of their current operations or properties or to any of their planned operations; (iii) to the Company is not obligated to conduct or pay forknowledge of the Company, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no disposal, release or threatened release of any Hazardous Materials at Substance by the Company or any real Subsidiary on, under, in, from or about any property currently owned, leased or formerly owned or operated by the Company or any Subsidiary of the Company orSubsidiary, or otherwise related to the knowledge operations of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company Subsidiary, that has resulted or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureany Environmental Claim against the Company or any Subsidiary; (iv) neither the Company nor any Subsidiary has entered into or agreed to or is subject to any consent decree, order or settlement or other agreement in any judicial, administrative, arbitral or other similar forum relating to its compliance with or liability under any Environmental Law or (v) neither the Company nor any Subsidiary has assumed or retained by contract or otherwise any liabilities of any kind, fixed or contingent, known or unknown, under any applicable Environmental Law (including, but not limited to, any liability from the disposition of any of its real property).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (K2 Inc), Agreement and Plan of Merger (Rawlings Sporting Goods Co Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) no noticethe Company, notificationeach of its Subsidiaries and each of their operations and properties are and have been in compliance with all applicable Environmental Laws, demandwhich compliance includes obtaining, request maintaining and complying with Company Permits required by Environmental Laws for information, citation, summons, complaint or order has been received, no penalty has been assessed, the operation of the Company and no investigation, action, claim, suit, proceeding or review is pending orits Subsidiaries (“Environmental Permits”) and, to the knowledge Knowledge of the Company, is threatened no circumstances or conditions currently exist that would reasonably be expected to prevent such continued compliance or to result in the revocation, termination, non-renewal or material modification of any such Environmental Permits; (ii) there has been no release of any Hazardous Substance by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of in any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems manner that could reasonably be expected to result in a pipeline integrity failurethe Company or any Subsidiary incurring any remedial obligation, corrective action requirement or other liability of any kind under applicable Environmental Laws, (iii) neither the Company, its Subsidiaries, nor any of their respective owned, leased or used properties are, or, to the Knowledge of the Company, threatened to become, subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted or arising under any Environmental Law; (iv) neither the Company nor any of its Subsidiaries nor any real property owned or leased by the Company or its Subsidiaries is subject to any pending or, to the Company’s Knowledge, threatened Environmental Claim and, to the Company’s Knowledge, neither the Company nor any of its Subsidiaries nor any real property currently or formerly owned or leased by the Company or its Subsidiaries is subject to any pending or threatened investigation involving Environmental Laws or Environmental Permits; and (v) to the Company’s Knowledge, no conditions currently exist with respect to the Company, its Subsidiaries or their respective operations or properties that would reasonably be expected to result in the Company and its Subsidiaries incurring unbudgeted material capital expenditures or liabilities under Environmental Laws by December 31, 2009, including such expenditures and liabilities arising out of proposed, but not yet effective, changes in Environmental Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Waste Industries Usa Inc), Agreement and Plan of Merger (Goldman Sachs Group Inc/)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, reasonably be expected to the knowledge of the Company, is threatened by any Governmental Entity or other person relating be material to the Company or any Subsidiary of its Material Subsidiaries, (i) the Company and its Subsidiaries have, for the past five (5) years, conducted their respective businesses in compliance in all respects with all applicable Environmental Laws, (ii) for the past five (5) years, neither the Company nor any of its Subsidiaries has received any written notices, demand letters or against written requests for information from any person or entity whose liability Governmental Entity alleging that the Company or any of its Subsidiaries is in violation of or has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action liability under any Environmental Law at any locationand there are no Actions pending, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by to the Company or any Subsidiary Knowledge of the Company orthreatened in writing, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability against the Company or any of its Subsidiaries has alleging any violation of or may have retained or assumed either contractually or by operation of law, under liability relating to any Environmental Law, in each case other than with respect to matters that have been fully resolved; (viii) there has been no treatment, storage, disposal, release or migration of any Hazardous Substance generated or used by the Company is not party to any orderor its Subsidiaries for the past five (5) years, judgment or decree that imposes any obligations under any Environmental Lawor, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any Knowledge of the Company Systems that could Company, by any third party in violation of or as would reasonably be expected to result in a pipeline integrity failureliability under any applicable Environmental Law at, to or from any properties currently or formerly owned or leased or held under concession by the Company or any of its Subsidiaries or any predecessor; (iv) neither the Company nor any Subsidiary is subject to any agreement, Order, judgment, decree or agreement by or with any Governmental Entity or other third party imposing any liability or obligation relating to any Environmental Law and there are no facts, conditions or circumstances that would reasonably be expected to form the basis for any such agreement, Order, judgment or decree; and (v) neither the Company nor any of its Subsidiaries has provided any indemnity regarding, or otherwise become subject to, any liability of any third party arising under Environmental Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enerflex Ltd.), Agreement and Plan of Merger (Exterran Corp)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order Order has been received, no penalty has been assessed, and and, to the Knowledge of the Company, no investigation, action, claim, suit, suit or proceeding or review is pending or, to the knowledge of the Company, or is threatened by any Governmental Entity or other person Person relating to the Company or any Subsidiary of the Company or or, to the Knowledge of Company and its Subsidiaries, against any person or entity Person whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2013 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits permits, franchises, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders required under Environmental Laws for the conduct of their business or the occupation of their properties and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, for any response, remedial, investigatory response or corrective action under any Environmental Law at any location, (iv) there has been no release release, treatment, storage, disposal, arrangement for or permission to dispose of, transportation, handling, manufacturing, or distribution of, or exposure of any Person to, any Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge Knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or or, to the Knowledge of the Company, at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials Materials, in concentrations or under circumstances each case in a manner that would require reporting give rise to a current or be reasonably likely to result in investigation, remediation or other corrective or response action by future material liability of the Company or any Subsidiary of the Company or, to the knowledge Knowledge of Company and its Subsidiaries, by any person or entity Person whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company has not entered into an indemnity with respect to or, to the Knowledge of the Company, otherwise assumed or become subject to, any liability of any other Person relating to Environmental Laws or Hazardous Materials, (vi) the Company is not subject to any claims regarding exposure to asbestos or silica in any product or to the presence or alleged presence of silica or damaged or friable asbestos in or upon any property, premises or facility and all asbestos and asbestos-containing materials present at the Company Leased Real Property are managed in compliance with all applicable Environmental Laws, and (vii) the Company is not party to any order, judgment or decree Order that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fitlife Brands, Inc.), Agreement and Plan of Merger (iSatori, Inc.)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and and, to the knowledge of the Company, no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, or is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or or, to the knowledge of Company and its Subsidiaries, against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2009 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits material permits required under Environmental Laws for the conduct of their business and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory response or corrective action under any Environmental Law at any location, (iv) to the knowledge of the Company, there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, and (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mirant Corp), Agreement and Plan of Merger (Rri Energy Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or each case as would not havenot, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect: , (i) no noticethe Company and each of its Subsidiaries have, notificationsince the later of June 30, demand2007 and its respective date of formation or organization, request for informationconducted their respective businesses in compliance with all applicable Environmental Laws, citation, summons, complaint or order (ii) there has been receivedno release of any Hazardous Substance at, to, on, under or emanating from any property owned, leased or used by the Company or any of its Subsidiaries in any manner that has or would reasonably be expected to give rise to any remedial obligation or corrective action requirement under applicable Environmental Laws, (iii) since the later of June 30, 2007 and its respective date of formation or organization until the date of this Agreement, neither the Company nor any of its Subsidiaries has received in writing any notices, demand letters or requests for information (except for such claims, notices, demand letters or requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any federal, state, local or foreign or provincial Governmental Entity asserting that the Company or any of its Subsidiaries is in violation of, or liable under, any Environmental Law, (iv) to the knowledge of the Company, no penalty Hazardous Substance has been assesseddisposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties while owned or operated by the Company or any of its Subsidiaries or as a result of any operations or activities of the Company or any of its Subsidiaries and no investigation(v) neither the Company, actionits Subsidiaries nor any of their respective properties are, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by to become, subject to any Governmental Entity or other person liabilities relating to the Company any suit, settlement, court order, administrative order, regulatory requirement, judgment or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to written claim asserted or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, agreement relating to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureenvironmental liabilities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (Dionex Corp /De)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial impact on the Company: (i) there is no noticeEnvironmental Claim pending or threatened against the Company, notification, demand, request for information, citation, summons, complaint any Company Subsidiary or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending any Company Joint Venture or, to the knowledge Knowledge of the Company, is threatened by each Company Subsidiary and each Company Joint Venture, against any Governmental Entity or other person relating to Person whose liability for any Environmental Claim the Company, any Company Subsidiary or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may Joint Venture have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and Company, its Subsidiaries areand the Company Joint Ventures are and, and except for matters that have been fully resolved with the applicable Governmental Entityresolved, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes possession of all Company Permits and compliance with all material permits required under Environmental Laws for the terms operation of their business), and conditions thereof)neither the Company, any Company Subsidiary, nor any Company Joint Venture, has received any written communication, whether from a Governmental Entity or any other Person, alleging that the Company, any Company Subsidiary or any Company Joint Venture is not in such compliance, (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law Cleanup at any location, (iv) there has been are no release of Hazardous Materials at any real property currently ownedpresent, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge Knowledge of the Company, formerly ownedeach Company Subsidiary and each Company Joint Venture, leased past actions, activities, circumstances, conditions, events or operated by incidents, including the Company Release, threatened Release or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose presence of any Hazardous Materials in concentrations or under circumstances that Material, which would require reporting or reasonably be reasonably likely expected to result in investigationform the basis of any Environmental Claim against the Company, remediation or other corrective or response action by the any Company Subsidiary or any Subsidiary Company Joint Venture, or to the Knowledge of the Company, each Company orSubsidiary and each Company Joint Venture, to the knowledge of Company and its Subsidiaries, by against any person or entity Person whose liability for any Environmental Claim the Company, any Company Subsidiary or any of its Subsidiaries Company Joint Venture has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) neither the Company, any Company Subsidiary nor any Company Joint Venture is not a party to any order, judgment or decree that imposes any obligations or liabilities under any Environmental Law, and (vi) there have been no ruptures neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or explosions in the Company Systems resulting in personal injuryCleanup, loss or notification to or consent of life any Governmental Entity or material property damagethird party, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage pursuant to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure“transaction-triggered” or “responsible party transfer” Environmental Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Constellation Energy Group Inc), Agreement and Plan of Merger (Exelon Corp)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or for such matters as would not havenot, individually or in the aggregate, reasonably be expected to have a Company Hurricane Material Adverse Effect: (ia) Hurricane and its Subsidiaries are now and have been since January 1, 2012 in compliance with all Environmental Laws; (b) there has been no Release or presence of or exposure to any Hazardous Substance, whether on or off the property currently or formerly owned or operated by Hurricane or any of its Subsidiaries, that would reasonably be expected to result in Environmental Liability or a requirement for notification, investigation or remediation by Hurricane or any of its Subsidiaries or any third party whose liability Hurricane or any of its Subsidiaries has retained or assumed (either contractually or by operation of law), in each case under any Environmental Law; (c) since January 1, 2012 (or earlier to the extent unresolved), neither Hurricane nor any of its Subsidiaries has received any notice, notificationdemand letter, claim or request for information alleging that Hurricane or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law or are allegedly subject to any Removal, Remedial or Response actions; (d) neither Hurricane nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Entity, imposing liability or obligations relating to any Environmental Law or any Hazardous Substance; (e) there is no claim, action, suit, proceeding, demand, lien, investigation or information request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the CompanyHurricane, is threatened by any Governmental Entity or other person relating to the Company against Hurricane or any Subsidiary of the Company its Subsidiaries or against any person or entity third party whose liability the Company Hurricane or any of its Subsidiaries has or may have retained or assumed (either contractually or by operation of law) either pursuant to Environmental Law or arising from the Release or presence of or exposure to Hazardous Substances; (f) Hurricane and its Subsidiaries have and are, and relating since January 1, 2012, have been in compliance with, all of the material Environmental Permits necessary for the conduct and operation of its business (including the construction, modification, operation and maintenance of any facilities) as now being conducted, and all such Environmental Permits are in good standing and all applications as necessary for renewal of such Environmental Permits have been timely filed; and (g) with respect to Hurricane, each of its Subsidiaries and any Hurricane Owned Real Property or Hurricane Leased Real Property, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will require any investigation or remediation activities or notice to or arising out consent of any Governmental Entity or third parties pursuant to any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved including with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, respect to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.New Jersey Industrial Site Recovery Act. Section 3.9
Appears in 2 contracts
Samples: Execution Version Agreement (Huntsman CORP), Execution Version Agreement (Huntsman CORP)
Environmental Laws and Regulations. (a) Except as set forth disclosed in Section 3.8 of the Company Disclosure Schedule or SEC Documents filed prior to the date hereof and except as would not havenot, individually or in the aggregate, have a Company Material Adverse Effect: , (i) no noticethe Company and each of its Subsidiaries have conducted their respective businesses in compliance with all applicable Environmental Laws (as hereinafter defined), notification, demand, request for information, citation, summons, complaint or order (ii) there has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge Release of the Company, is threatened any Hazardous Substance by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has in any manner that could reasonably be expected to give rise to any remedial obligation or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any corrective action requirement under applicable Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof)Laws, (iii) neither the Company nor any of its Subsidiaries has received in writing any notices, demand letters or requests for information from any federal, state, local or foreign or provincial Governmental Entity or any other person asserting that the Company or any of its Subsidiaries is not obligated to conduct in violation of, or pay forliable under, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at except for any locationnotices, demand letters or requests for information that have been resolved, (iv) there no Hazardous Substance has been no release Released or transported in violation of Hazardous Materials at any real property currently ownedapplicable Environmental Law, leased or in a manner giving rise to any liability under Environmental Law, from any properties while owned or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased its Subsidiaries or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose as a result of any Hazardous Materials in concentrations operations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary activities of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has and (v) neither the Company, its Subsidiaries, to the Company’s Knowledge, its Company Joint Ventures nor any of their respective current or may have retained former properties are, or, to the Knowledge of the Company, threatened to become, subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or assumed either contractually written claim asserted or by operation of law, arising under any Environmental Law, (v) the Company is not party Law or any agreement relating to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureenvironmental liabilities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Leever Daniel H), Agreement and Plan of Merger (Court Square Capital Partners II LP)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) there are no noticeinvestigations, notificationactions, demandsuits or proceedings (whether administrative or judicial) pending, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company’s knowledge, is threatened by any Governmental Entity or other person relating to against the Company or any Subsidiary of the Company its Subsidiaries or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to alleging non-compliance with or arising out of other liability under any Environmental LawLaw and, to the Company’s knowledge, there are no existing facts or circumstances that would reasonably be expected to give rise to any such action, suit or proceeding, (ii) the Company and its Subsidiaries and, to the Company’s knowledge, each third-party operator of any of the Oil and Gas Interests of the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2010 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law there have been no Releases at any location, (iv) there has been no release location of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by or to the Company’s knowledge, as a result of any person operations or entity whose liability activities of the Company or any of its Subsidiaries has or may have retained their contractors or assumed either contractually third-party operators, that could reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation or by operation liability of law, under any Environmental Lawkind to the Company or its Subsidiaries, (viv) none of the Company and its Subsidiaries and, to the Company’s knowledge, any third-party operator of any of the Oil and Gas Interests of the Company and its Subsidiaries and any predecessor of any of them, is not party subject to any orderOrder or any indemnity obligation (other than asset retirement obligations, judgment or decree that imposes any plugging and abandonment obligations under any Environmental Law, (vi) there have been no ruptures or explosions and other reserves of the Company set forth in the Company Systems resulting in personal injury, loss of life or material property damage, except Reserve Reports and the GOM Reserve Reports that have been provided to Parent prior to the extent any claims related to such ruptures have been resolved and (viidate of this Agreement) there are no defects, corrosion or other damage to Contract with any of the Company Systems other person that could reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning Hazardous Materials or Releases, (v) none of the Company and its Subsidiaries has received any unresolved claim, notice, complaint or request for information from a pipeline integrity failureGovernmental Entity or any other person relating to actual or alleged noncompliance with or liability under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by contract or by operation of law) and there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claim, liability, remediation, investigation, cost or restriction on the ownership, use, development or transfer of any property pursuant to applicable Environmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plains Exploration & Production Co), Agreement and Plan of Merger (Freeport McMoran Copper & Gold Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Parent Material Adverse Effect: (ia) there are no noticeinvestigations, notificationactions, demandsuits or proceedings (whether administrative or judicial) pending, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the CompanyParent, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or in writing against any person or entity whose liability the Company Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to a violation of, or arising out of liability under, any Environmental Law, (iib) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1Parent and its Subsidiaries are, 2008 and for the past three (3) years have been been, in compliance with all Environmental Laws (Laws, which compliance includesincludes obtaining, but is not limited to, possession of maintaining and complying with all Company Parent Permits and compliance with the terms and conditions thereof)required under Environmental Laws, (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (ivc) there has been no release release, treatment, storage, disposal, arrangement for or permitting the disposal, transportation, or handling of, exposure of any Person to, or contamination by, Hazardous Materials Materials, including at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the CompanyParent, formerly owned, leased or operated by the Company Parent or any Subsidiary of the Company Parent, in each case so that has given rise to, or at any offsite disposal location used by the Company or any Subsidiary would reasonably be expected to give rise to, liability of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (vd) the Company Parent is not party to any order, judgment or decree that imposes any obligations obligation on Parent or any of its Subsidiaries under any Environmental Law, (vie) there for the past three (3) years, Parent and its Subsidiaries have been no ruptures not received any written notice or explosions in the Company Systems resulting in personal injuryformal request for information relating to a violation of, loss of life or material property damageliability under, except any Environmental Law, and (f) Parent and its Subsidiaries have not assumed, undertaken, provided an indemnity with respect to or otherwise become subject to the extent liability of any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failurePerson under Environmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Equitrans Midstream Corp), Agreement and Plan of Merger (EQT Corp)
Environmental Laws and Regulations. Except as disclosed in Section 2.12 of the Disclosure Letter, (a) Except as set forth in Section 3.8 each of the Company Disclosure Schedule and Subsidiaries has been in compliance with all applicable laws relating to pollution or as would not haveprotection of public or worker health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata) (collectively, "ENVIRONMENTAL LAWS") except for instances of non-compliance that, individually or in the aggregate, a would not result in any loss, expense, charge, assessment, levy, fine or other liability being imposed upon or incurred by the Company Material Adverse Effect: or Subsidiary exceeding $200,000 and that have not resulted in, and could not reasonably be expected to result in, any injunction or other equitable remedy being imposed on the Company or any Subsidiary, which compliance includes the possession by the Company and Subsidiaries of all material Company Permits required under applicable Environmental Laws and compliance with the terms and conditions thereof; (ib) to the knowledge of the Company, there are no existing facts that are reasonably likely to prevent or interfere with such material compliance in the future and neither the Company nor any Subsidiary is required to, or will within the next three years be required to, make any capital or other expenditures exceeding $500,000 to comply with or maintain compliance with any Environmental Law with respect to current or planned operations; (c) there are no circumstances or conditions involving the Company or any Subsidiary that could reasonably be expected to result in any claim, liability, investigation, cost or restriction on the ownership, use or transfer of any real property of which the Company or any Subsidiary is or was the owner or operator pursuant to any Environmental Law; (d) no substance, material or waste that is toxic, or poses a risk to the health or safety of persons, or which is listed, classified or regulated pursuant to any Environmental Law (a "HAZARDOUS SUBSTANCE") has been disposed, released or is present on, under, in, from or about any property currently or formerly owned or operated by the Company or any Subsidiary, or which is otherwise related to the operations of the Company or any Subsidiary, that has resulted or could reasonably be expected to result in any loss, expense, charge, assessment, levy, fine or other liability being imposed upon or incurred by the Company or Subsidiaries exceeding $500,000; (e) neither the Company nor any Subsidiary has received any notice, notification, demand, letter, claim or request for information, citation, summons, complaint information alleging violation of or order has been received, no penalty has been assessedliability under any Environmental Law, and no investigationneither the Company nor any Subsidiary is subject to any proceedings, actionactions, claimorders, suitdecrees, proceeding settlements, injunctions or review is pending other claims or, to the knowledge of the Company, is any threatened by any Governmental Entity actions or other person claims, relating to or otherwise alleging liability of the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of under any Environmental Law, ; (iif) neither the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or nor any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased has assumed or operated retained by the Company or Contract any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose material liabilities of any Hazardous Materials in concentrations kind, fixed or under circumstances that would require reporting contingent, known or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawunknown, under any Environmental Law; and (g) neither the Company, (v) any of Subsidiary nor any of their respective predecessors in interest have ever manufactured, produced, repaired, installed, sold, conveyed or otherwise put into the Company is not party to stream of commerce any orderproduct, judgment merchandise, manufactured good, part, component or decree that imposes any obligations under any Environmental Law, (vi) there other item comprised of or containing asbestos or have been no ruptures or explosions in the Company Systems resulting in personal injury, loss subject of life or material property damage, except to the extent any claims related or litigation arising out the alleged exposure to such ruptures have been resolved and (vii) there are no defects, corrosion asbestos or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureasbestos-containing material.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cadence Design Systems Inc), Agreement and Plan of Merger (Cadence Design Systems Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Partnership Material Adverse Effect: (i) there are no noticeinvestigations, notificationactions, demand, request for information, citation, summons, complaint suits or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding proceedings (whether administrative or review is judicial) pending or, to the knowledge of the CompanyPartnership, is threatened by in writing against or affecting the Partnership, any Governmental Entity of its Subsidiaries, or other person relating any of their respective assets or operations, or to the Company or any Subsidiary knowledge of the Company or Partnership, against any person or entity whose liability the Company Partnership or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to alleging non-compliance with or arising out of other liability under any Environmental Law, (ii) the Company Partnership and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2019 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof)Laws, (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company Partnership Real Property or, to the knowledge of the CompanyPartnership, formerly owned, leased or operated by the Company Partnership or any Subsidiary of the Company Partnership that has given rise or at any offsite disposal location used by could reasonably be expected to give rise to the Company Partnership or any Subsidiary of the Company Partnership incurring any remedial obligation or corrective action requirement under applicable Environmental Law, (iv) to dispose the knowledge of the Partnership, no Hazardous Material has been disposed of or transported in violation of any Hazardous Materials in concentrations applicable Environmental Law from any property currently or under circumstances that would require reporting formerly owned, leased or be reasonably likely to result in investigation, remediation or other corrective or response action operated by the Company Partnership or any Subsidiary of the Company orPartnership or as a result of any operations or activities of the Partnership or any Subsidiary of the Partnership, (v) the Partnership is not party to any order or subject to any judgment or decree relating to compliance with Environmental Laws or the knowledge investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Company and its Subsidiaries, by Hazardous Materials that imposes any person or entity whose liability obligation on the Company Partnership or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Partnership’s Systems resulting in claims for personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures or explosions have been resolved fully resolved, and (vii) to the Partnership’s knowledge, there are no defects, corrosion or other damage to any of the Company Partnership’s Systems that could would reasonably be expected to result in a pipeline integrity failure.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy Transfer LP), Agreement and Plan of Merger (Enable Midstream Partners, LP)
Environmental Laws and Regulations. (a) Except as set forth in the Company SEC Documents or Section 3.8 6.12(a)(i) of the Company Disclosure Schedule Schedule, (i) the Company and each of its Subsidiaries is in compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or as would not haveprotection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or emissions, discharges, releases, disposal, or handling of any pollutants or toxic or hazardous substances, wastes or materials (including, without limitation, petroleum, and petroleum products, asbestos or asbestos containing materials, polychlorinated biphenyls, radon or lead or lead-based paints or materials (collectively, "Environmental Laws"), except for non-compliance that individually or in the aggregate, ------------------- aggregate would not have a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of Effect on the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, the possession by the Company and its Subsidiaries of all Company Permits permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof), ; (iiiii) neither the Company nor any of its Subsidiaries has received notice of, or, is not obligated to conduct or pay for, and is not conducting or paying forthe subject of, any responseaction, remedialcause of action, investigatory or corrective action under any Environmental Law at any locationclaim, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation demand or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, notice by any person or entity whose alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim") including, without limitation, ------------------- relating to any subcontractor of the Company or for the business, or relating in any way to any prior facilities, locations, or business of the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation Subsidiaries; and (iii) to the best knowledge of lawthe Company, there are no circumstances that are reasonably likely to result in any liability under any Environmental Law, (v) prevent or interfere with any such compliance thereunder in the Company is not party future including, without limitation, relating to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any subcontractor of the Company Systems or for the business, or relating in any way to any prior facilities, locations, or business of the Company or any of its Subsidiaries. There are no permits or other governmental authorizations held by the Company or required for the Company's business that could reasonably are required to be expected transferred or reissued, or that are otherwise prohibited from being transferred or reissued, pursuant to any Environmental Laws as a result of the transactions contemplated by this Agreement. The Company has provided to Purchaser all environmental assessments, reports, data, results of investigations, or compliance or other environmental audits conducted by or for the Company, or otherwise relating to the Company's or any Subsidiary's business or properties (owned, leased or operated). There are no matters identified in any such materials which individually or in the aggregate would have a pipeline integrity failureCompany Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Motorsport Group Inc), Agreement and Plan of Merger (Fremont Partners Lp)
Environmental Laws and Regulations. (a) Except as set ---------------------------------- forth in Section 3.8 on Schedule 4.18 of the Company Disclosure Schedule or Letter and except as would not have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: Effect on the Company, (i) Hazardous Materials have not been generated, used, treated or stored, or transported to or from, or Released or disposed of, on any Company Property or any Former Company Property, in each case, during the ownership, leasing or operation by the Company or any of its Subsidiaries, except in compliance with applicable Environmental Laws, (ii) the Company and each of its Subsidiaries are in compliance with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws with respect to any Company Property, (iii) there are no noticepast, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge Knowledge of the Company, is any threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or Environmental Claims against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation any Company Property or, to the Knowledge of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying forCompany, any response, remedial, investigatory or corrective action under any Environmental Law at any locationFormer Company Property, (iv) there has been are no release of Hazardous Materials at facts or circumstances, conditions or occurrences regarding any real property currently owned, leased or operated by the Company or any Subsidiary of the Company Property or, to the knowledge Knowledge of the Company, formerly owned, leased or operated by any Former Company Property that could reasonably be anticipated (x) to form the Company or any Subsidiary basis of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability an Environmental Claim against the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) such Company Property for which the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that its Subsidiaries could reasonably be expected to result be liable or such Former Company Property, as the case may be, or (y) to cause such Company Property or such Former Company Property, as the case may be, to be subject to any restrictions on its ownership, occupancy, use or transferability under any applicable Environmental Law and (v) there are not now any underground storage tanks located on any Company Property or, to the Knowledge of the Company, any Former Company Property. Notwithstanding the other representations and warranties made by the Company in a pipeline integrity failurethis Agreement, the representations and warranties made by the Company in this Section 4.18 shall be deemed to be the only representations and warranties made by the Company with respect to Environmental Laws or Hazardous Materials.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us Foodservice/Md/), Agreement and Plan of Merger (Royal Ahold)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (ia) there are no noticeActions, notificationpending, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company’s knowledge, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to a violation of, or arising out of liability under, any Environmental Law, (iib) the Company and its Subsidiaries are, and except for matters that the past three (3) years have been fully resolved with the applicable Governmental Entitybeen, since January 1, 2008 have been in compliance with all Environmental Laws (Laws, which compliance includes, but is not limited toand for the past three (3) years has included, possession of obtaining, maintaining and complying with all Company Permits and compliance with the terms and conditions thereof)required under Environmental Laws, (iiic) there is no Action pending or, to the Company’s knowledge, threatened, by any Governmental Entity or any other person that is reasonably likely to result in the recission, termination or adverse modification of any Company Permit required under Environmental Laws, and neither the Company is nor any of its Subsidiaries has received any notice or otherwise has knowledge that any Company Permit required under Environmental Laws will not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any locationbe renewed, (ivd) there has been no release Release of or contamination by Hazardous Materials at Materials, at, on, under or from any real property currently or, to the Company’s knowledge, formerly owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly ownedany other real property used in connection with the operation of the business of the Company or any Subsidiary, leased in each case that has given rise or operated by could reasonably be expected to give rise to liability of the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (ve) neither the Company nor any Subsidiary has generated, used, handled, treated, stored, disposed of, transported, arranged for or permitted the disposal or transportation of, or exposed any person to, any Hazardous Materials in violation of, or in a manner that has given rise or could reasonably be expected to give rise to liability of the Company or any Subsidiary under, Environmental Law, (f) the Company is not party to any order, judgment or decree that imposes any obligations obligation on the Company or any of its Subsidiaries under any Environmental Law, (vig) there have been no ruptures or explosions in for the past three (3) years, the Company Systems resulting in personal injuryand its Subsidiaries have not received any notice, loss of life report, order, directive or material property damageother information relating to a violation of, except or liability under, any Environmental Law, and (h) the Company and its Subsidiaries have not assumed, undertaken, provided an indemnity with respect to or otherwise become subject to the extent liability of any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to person under any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureEnvironmental Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ChampionX Corp), Agreement and Plan of Merger (Schlumberger Limited/Nv)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, have a Company Material Adverse Effect: , (i) the Company and its Subsidiaries have conducted their respective businesses in compliance with all applicable Environmental Laws (as hereinafter defined), (ii) no noticeHazardous Substance (as hereinafter defined) is present in, notificationon, demandunder or about any of the properties currently owned or leased by the Company or any of its Subsidiaries in amounts exceeding the levels permitted by applicable Environmental Laws and for which the Company or any of its Subsidiaries would reasonably be expected to be liable, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, (iii) to the knowledge of the Company, no Hazardous Substance is threatened by present in, on, under or about any Governmental Entity or other person relating to the Company or any Subsidiary of the Company properties previously owned or against any person or entity whose liability leased by the Company or any of its Subsidiaries in amounts exceeding the levels permitted by applicable Environmental Laws and for which the Company or any of its Subsidiaries would reasonably be expected to be liable, (iv) since December 25, 2005, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that the Company or any of its Subsidiaries may have retained be in violation of, or assumed either contractually or by operation of lawliable under, and relating to or arising out of any Environmental Law, (iiv) to the Company and its Subsidiaries areknowledge of the Company, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there no Hazardous Substance has been no release disposed of, released or transported in violation of Hazardous Materials at any real property currently applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties owned, leased or operated by the Company or any Subsidiary of its Subsidiaries as a result of any activity of the Company or, to or any of its Subsidiaries during the knowledge of the Company, formerly time such properties were owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has and (vi) neither the Company, its Subsidiaries nor any of their respective properties are subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or may have retained written claim asserted or assumed either contractually or by operation of law, arising under any Environmental Law, (v) the Company . It is not party to agreed and understood that no representation or warranty is made in respect of environmental matters in any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss Section of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or this Agreement other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failurethan this Section 3.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McClatchy Co), Agreement and Plan of Merger (Knight Ridder Inc)
Environmental Laws and Regulations. (a) Except as set forth in disclosed Section 3.8 2.12 of the Disclosure Letter, each of the Company Disclosure Schedule and Subsidiaries has been in compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or as would not haveprotection of public or worker health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata) (collectively, "ENVIRONMENTAL LAWS") except for non-compliances that, individually or in the aggregate, would not result in any loss, expense, charge, assessment, levy, fine or other liability being imposed upon or incurred by the Company or Subsidiary exceeding Two Hundred Thousand Dollars ($200,000) and that have not resulted in, and could not reasonably be expected to result in, any injunction or other equitable remedy being imposed on the Company or any Subsidiary, which compliance includes the possession by the Company and Subsidiaries of all material Company Permits required under applicable Environmental Laws and compliance with the terms and conditions thereof; (b) to the knowledge of the Company, there are no existing facts that are reasonably likely to prevent or interfere with such material compliance in the future; (c) there are no circumstances or conditions involving the Company or any Subsidiary that could reasonably be expected to result in any claim, liability, investigation, cost or restriction on the ownership, use or transfer of any real property of which the Company or any Subsidiary is or was the owner or operator pursuant to any Environmental Law; (d) there has been no disposal, release or threatened release of any substance, material or waste that is listed, classified or regulated pursuant to any Environmental Law or which may be the subject of regulatory action by any Governmental Entity pursuant to any Environmental Law (a "HAZARDOUS SUBSTANCE") by the Company Material Adverse Effect: or any Subsidiary on, under, in, from or about any property currently or formerly owned or operated by the Company or any Subsidiary, or otherwise related to the operations of the Company or any Subsidiary, that has resulted or could reasonably be expected to result in any loss, expense, charge, assessment, levy, fine or other liability being imposed upon or incurred by the Company or Subsidiaries exceeding Two Hundred Thousand Dollars (i$200,000); and (e) no neither the Company nor any Subsidiary has received any notice, notification, demand, letter, claim or request for information, citation, summons, complaint information alleging violation of or order has been received, no penalty has been assessedliability under any Environmental Law, and there are no investigationproceedings, actionactions, claimorders, suitdecrees, proceeding settlements, injunctions or review is pending other claims or, to the knowledge of the Company, is any threatened by any Governmental Entity actions or other person claims, relating to or otherwise alleging liability of the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Simplex Solutions Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any and each of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawcomplied with all, and relating to have not violated or arising out defaulted under any, applicable Environmental Laws or requirements of any permits, licenses or approvals issued under such Environmental Law, Laws; (ii) the Company and each of its Subsidiaries arehold all permits, licenses and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all approvals required under Environmental Laws (to operate and conduct their respective businesses as currently operated and conducted, a true and complete list of which compliance includes, but is not limited to, possession included in Section 3.21(a) of all the Company Permits and compliance with the terms and conditions thereof), Disclosure Schedule; (iii) there are no past, pending or, to the Company’s Knowledge, threatened Environmental Claims against the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, Company Property; (iv) to the Company’s Knowledge, there has been is no release Contamination of Hazardous Materials or at any real property currently Company Property (including soils, groundwater, surface water, buildings or other structures); (v) to the Company’s Knowledge, there was no Contamination of or at any Company Property during the period of time such properties were owned, leased or operated by the Company or any Subsidiary of its Subsidiaries; (vi) neither the Company or, nor any of its Subsidiaries are subject to the knowledge of the Company, formerly owned, leased or operated liability for a Release by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge Knowledge of the Company, any other Person, of any Hazardous Material or Contamination on the property of any third party; (vii) neither the Company and nor any of its SubsidiariesSubsidiaries has Released any Hazardous Material to the environment in violation of any Environmental Laws; (viii) neither the Company nor any of its Subsidiaries has received any notice, by any person demand, letter, claim or entity whose liability request for information, nor is the Company or any of its Subsidiaries has aware of any pending or may have retained threatened notice, demand, letter, claim or assumed either contractually or by operation of lawrequest for information, under any Environmental Law, (v) alleging that the Company is not party to or any orderof its Subsidiaries may be in violation of, judgment liable under or decree that imposes any have obligations under any Environmental Law; (ix) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability or obligation under any Environmental Law or relating to Hazardous Materials; (x) to the Company’s Knowledge, none of the Company Properties is listed in the National Priorities List or any other list, schedule, log, inventory or record maintained by any Governmental Entity with respect to sites from which there is or has been a Release of any Hazardous Material or any Contamination; (xi) to the Company’s Knowledge, none of the Company Properties is used, nor was ever used, (viA) there have been no ruptures as a landfill, dump or explosions other disposal, storage, transfer or handling area for Hazardous Materials, excepting, however, for the routine storage and use of Hazardous Materials from time to time in the Company Systems resulting ordinary course of business consistent with past practice, in personal injurycompliance with Environmental Laws and in compliance with good commercial practice; (B) for military purposes; or (C) as a gasoline service station or a facility for selling, loss of life dispensing, storing, transferring or material property damage, except to the extent any claims related to such ruptures have been resolved and handling petroleum and/or petroleum products; (viixii) there are no defectsunderground or above ground storage tanks (whether or not currently in use), corrosion urea-formaldehyde materials, asbestos, asbestos containing materials, polychlorinated biphenyls (PCBs) or other damage nuclear fuels or wastes, located on or under any Company Property, and no underground tank previously located on these properties has been removed therefrom; and (xiii) to any the 20 Knowledge of the Company, there are no facts or circumstances, conditions or occurrences regarding the current or former business, assets or operations of the Company Systems or any of its Subsidiaries or any Company Property that could reasonably be expected anticipated to result in a pipeline integrity failureform the basis of an Environmental Claim against the Company or any of its Subsidiaries or any Company Property.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eagle Test Systems, Inc.)
Environmental Laws and Regulations. (a) Except as set forth The Company and each of its Subsidiaries is in Section 3.8 material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the Company Disclosure Schedule Environment (including, without limitation, ambient air, surface water, ground water, land surface or as subsurface strata) (collectively, "Environmental Laws"), except for non-compliance which would not have, individually or in the aggregate, aggregate have a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of Effect on the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, the possession by the Company and its Subsidiaries of all Company Permits material permits and other governmental authorizations required under applicable Environmental Laws, and material compliance with the terms and conditions thereof), (iiib) neither the Company nor any of its Subsidiaries has received written notice of, or, to the Knowledge of the Company, is not obligated to conduct or pay for, and is not conducting or paying forthe subject of, any responseactions, remedialcauses of action, investigatory claims, investigations, demands or corrective notices by any Person alleging liability under or non-compliance with any Environmental Law or that the Company or any Subsidiary is a potentially responsible party at any Superfund site or state equivalent site ("Environmental Claims") which would in the aggregate have a Material Adverse Effect on the Company, (c) to the Knowledge of the Company, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future, (d) to the Knowledge of the Company, the Company and its Subsidiaries have not disposed of or released hazardous materials (at a concentration or level which requires NY/286183.2 remedial action under any Environmental Law at any location, (ivLaw) there has been no release of Hazardous Materials at any real property currently owned, owned or leased or operated by the Company or any Subsidiary of or at any other real property, except for such disposals or releases as would not in the Company or, to the knowledge of aggregate have a Material Adverse Effect on the Company, formerly owned, leased or operated by and (e) neither the Company or nor its Subsidiaries have agreed to indemnify any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation predecessor or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party with respect to any orderenvironmental liability, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions other than customary indemnity provisions contained in agreements entered into in the Company Systems resulting ordinary course of business which would not in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures aggregate have been resolved and (vii) there are no defects, corrosion or other damage to any of a Material Adverse Effect on the Company Systems that could reasonably be expected to result in a pipeline integrity failureCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Bearing Corp)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no noticethe Company and its Subsidiaries have since November 1, notification2018 conducted their respective businesses in compliance with all applicable Environmental Laws; (ii) from November 1, demand2018, request for informationneither the Company nor any of its Subsidiaries is a party or subject to any litigation, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigationproceeding, action, claiminvestigation, suitorder or judgment relating to any Environmental Law or has received any written notices, proceeding demand letters, written requests for information or review is pending or, to the knowledge of the Company, is threatened by claims from any Governmental Entity or any other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability Person alleging that the Company or any of its Subsidiaries has is in violation of, or may have retained or assumed either contractually or by operation of lawsubject to liability under, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), ; (iii) to the Company is not obligated to conduct or pay forKnowledge of the Company, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no treatment, storage or release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials Substance in concentrations violation of any applicable Environmental Law from any properties owned or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action leased by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries as a result of any activity of the Company or any of its Subsidiaries during the time such properties were owned or leased by the Company or any of its Subsidiaries; and (iv) since November 1, 2018, neither the Company nor any of its Subsidiaries has assumed or may have retained retained, under or assumed either contractually or by operation as a result of lawany agreement, any liabilities under any Environmental LawLaw or regarding Hazardous Substances. The Company has made available to Parent copies of all material reports of any site assessments, (v) the Company is not party studies, reviews, investigations, audits and other evaluations relating to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or environmental matters and containing material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage information relating to any of the Company Systems that could or its Subsidiaries or their properties or operations to the extent such reports are within the possession or reasonably be expected to result in a pipeline integrity failurewithin the control of the Company or any of its Subsidiaries.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except as set forth described in Section 3.8 any of the Company Disclosure Schedule or SEC Reports, as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, date hereof (iia) the Company and each of its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been is in material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively, " Environmental Laws (Laws"), except for noncompliance which would not in the aggregate have a Material Adverse Effect on the Company, which compliance includes, but is not limited to, the possession by the Company and its Subsidiaries of all Company Permits material permits and other governmental authorizations required under applicable Environmental Laws, and material compliance with the terms and conditions thereof), (iiib) neither the Company nor any of its Subsidiaries has received written notice of, or, to the Knowledge of the Company, is not obligated to conduct or pay for, and is not conducting or paying forthe subject of, any responseactions, remedialcauses of action, investigatory claims, investigations, demands or corrective notices by any Person alleging liability under or non-compliance with any Environmental Law or that the Company or any Subsidiary is a potentially responsible party at any Superfund site or state equivalent site ("Environmental Claims") which would in the aggregate have a Material Adverse Effect on the Company, (c) to the Knowledge of the Company, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future, (d) to the Knowledge of the Company, the Company and its Subsidiaries have not disposed of or released hazardous materials (at a concentration or level which requires remedial action under any Environmental Law at any location, (ivLaw) there has been no release of Hazardous Materials at any real property currently owned, owned or leased or operated by the Company or any Subsidiary of or at any other real property, except for such disposals or releases as would not in the Company or, to the knowledge of aggregate have a Material Adverse Effect on the Company, formerly owned, leased or operated by and (e) neither the Company or nor its Subsidiaries have agreed to indemnify any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation predecessor or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party with respect to any orderenvironmental liability, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions other than customary indemnity provisions contained in agreements entered into in the Company Systems resulting ordinary course of business which would not in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures aggregate have been resolved and (vii) there are no defects, corrosion or other damage to any of a Material Adverse Effect on the Company Systems that could reasonably be expected to result in a pipeline integrity failureCompany.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) (A) no notice, notification, demand, request for information, citation, summons, complaint or order has been receivedreceived by, (B) no penalty has been assessedassessed against, and (C) to the knowledge of the Company, no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, or is threatened by any Governmental Entity or other person relating to against the Company or any Subsidiary of the Company or or, to the knowledge of Company and its Subsidiaries, against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to that, in each case, relates to, or arising arises out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental EntityEntity without any ongoing liability to the Company or to any of its Subsidiaries, since January 1December 31, 2008 2015 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits material permits and issuance of all notices required under Environmental Laws for the conduct of their business and compliance with the terms and conditions thereof), (iii) neither the Company nor any of its Subsidiaries is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory response or corrective action under any Environmental Law at any location, (iv) to the knowledge of the Company, there has been no release or threatened release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company Company, or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials Materials, in each case in concentrations or under circumstances that would require reporting or be reasonably likely to result in or require investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, and (v) neither the Company nor any of its Subsidiaries is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KLX Energy Services Holdings, Inc.)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) there are no noticeProceedings, notificationnotices of violation or information requests pending, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company’s Knowledge, is threatened by any Governmental Entity or other person relating to against the Company or any Subsidiary of the Company its Subsidiaries or against any person Person or entity whose liability Liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawApplicable Law, and relating to actual or arising out alleged non-compliance with or any other Liability under Environmental Laws and, to the Company’s Knowledge, there are no existing facts or circumstances that would reasonably be expected to give rise to any such Proceeding, notice of any Environmental Lawviolation or information request, (ii) the Company and its Subsidiaries areare and have been, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits required under Environmental Laws to conduct their respective business and operations, and compliance in all material respects with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release Release by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, presence of Hazardous Materials at any real property location currently ownedor, leased to the Company’s Knowledge, formerly owned or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by or to the Company’s Knowledge, as a result of any person operations or entity whose liability activities of the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawSubsidiaries, that could reasonably be expected to give rise to any Liability under any Environmental Law, (v) Laws to the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved its Subsidiaries and (viiiv) there are no defects, corrosion or other damage to any none of the Company Systems and its Subsidiaries is subject to any Order or any indemnity obligation or other Contract with any other Person that could reasonably be expected to result in obligations or Liabilities under Environmental Laws. The Company has Made Available all written notices or, to the Company’s Knowledge, other communications received since January 1, 2013 by the Company or any of its Subsidiaries from any Governmental Entity or other Third Party regarding any actual or possible violation of Environmental Laws that would reasonably be expected to result, individually or in the aggregate, in a pipeline integrity failurematerial Liability to the Company or any of its Subsidiaries. The Company has Made Available to Parent copies of all environmental reports, studies, assessments, data, measurements, correspondence, memoranda or other documents prepared within the past five (5) years that are in the possession, custody or control of the Company or any of its Subsidiaries pertaining to Releases, compliance or non-compliance with Environmental Laws or the presence of, or exposure to, Hazardous Materials and that, in each case, contain information that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been conducted their respective businesses in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereofas hereinafter defined), (iiiii) none of the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently properties owned, leased or operated by the Company or any Subsidiary of its Subsidiaries contains any Hazardous Substance (as hereinafter defined) as a result of any activity of the Company oror any of its Subsidiaries in amounts exceeding the levels allowed or otherwise permitted by applicable Environmental Laws, to (iii) since December 31, 2006, neither the knowledge Company nor any of its Subsidiaries has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that the CompanyCompany or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of its businesses or any of their respective properties or assets, (iv) there have been no Releases or transportation of any Hazardous Substance at, onto, or from any properties presently or formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose its Subsidiaries as a result of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary activity of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has during the time such properties were owned, leased or may have retained operated by the Company or assumed either contractually any of its Subsidiaries and (v) neither the Company, its Subsidiaries nor any of their respective properties are subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment, notice of violation or by operation of law, written claim asserted or arising under any Environmental Law, (v) the Company . It is not party to agreed and understood that no representation or warranty is made in respect of environmental matters in any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss Section of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or this Agreement other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failurethan this Section 3.8.
Appears in 1 contract
Environmental Laws and Regulations. The Company and each of its Subsidiaries and their respective properties are in compliance in all material respects with all Execution Version applicable federal, state, local and foreign Laws and regulations relating to pollution or protection of human health or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., and any amendments thereto, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., and any amendments thereto, the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., any other Laws now in effect relating to, or imposing liability or standards of conduct concerning, any Hazardous Materials (a) Except as set forth defined in Section 3.8 of 9.1) (collectively, “Environmental Laws”). Neither the Company Disclosure Schedule or as would not havenor any of its Subsidiaries has received within the period of five (5) years prior to the Effective Time written notice of, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge Knowledge of the Company, is threatened the subject of, any action, cause of action, claim, investigation, demand or notice by any Governmental Entity Person alleging material liability under or other person relating noncompliance in any material respect with any Environmental Law or advising it that it is or may be responsible, or potentially responsible, for material response costs with respect to a release or threatened release of any Hazardous Materials. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor anyone acting on their behalf in the course of so acting, has used, generated, stored, released, manufactured, processed, treated, transported or disposed of any Subsidiary of the Company Hazardous Materials on, beneath or against about any person premises owned or entity whose liability used by the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawat any time, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters Hazardous Materials that have been fully resolved with were and are used, generated, stored, released, manufactured, processed, treated, transported and disposed of in the applicable Governmental Entity, since January 1, 2008 have been ordinary course of business in material compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with Laws. To the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge Knowledge of the Company, formerly owned, leased or operated by neither the Company nor any of its Subsidiaries has caused or is aware of any Subsidiary release or threat of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose release of any Hazardous Materials in concentrations on, beneath or under circumstances that would require reporting about any premises owned or be reasonably likely to result in investigation, remediation or other corrective or response action used by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under at any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damagetime, except to the extent any claims related to such ruptures have been resolved and (vii) there releases that are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failurematerial compliance with all applicable Environmental Laws.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except as set forth The Company and its ---------------------------------- Subsidiaries are and have been in Section 3.8 of compliance with all applicable Environmental Laws; (b) the Company Disclosure Schedule and its Subsidiaries have obtained all Permits required by any applicable Environmental Law and all such permits are in full force and effect; (c) neither the Company nor any of its Subsidiaries has, and the Company has no Knowledge of any other Person who has, caused any release, threatened release or as would not havedisposal of any Hazardous Material at any properties or facilities previously or currently owned, individually leased or in occupied by the aggregateCompany or its Subsidiaries; (d) the Company has no Knowledge that any of its Subsidiaries' properties or facilities are adversely affected by any release, threatened release or disposal of a Hazardous Material originating or emanating from any other property; (e) neither the Company Material Adverse Effect: nor any of its Subsidiaries (i) no noticehas any liability for response or corrective action, notificationnatural resources damage, demandor any other harm pursuant to any Environmental Law, request for information(ii) is subject to, citationhas notice or Knowledge of, summonsor is required to give any notice of any environmental claim or (iii) has Knowledge of any condition or occurrence which could form the basis of an Environmental claim against the Company, complaint any Subsidiary or order has been received, no penalty has been assessedany of their properties or facilities; (f) the Company and its Subsidiaries' properties and facilities are not subject to any, and the Company has no investigationKnowledge of any, actionimminent restriction on the ownership, claimoccupancy, suituse or transferability of their properties and facilities arising from any (i) Environmental Law or (ii) release, proceeding threatened release or review disposal of any Hazardous Material; and (g) there is pending no Environmental Claim pending, or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary Knowledge of the Company or and Sellers, threatened, against the Company or, to the Knowledge and the Company and Sellers, against any person or entity Person whose liability for any Environmental Claim the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Concurrent Computer Corp/De)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) no noticesince December 31, notification2001, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been conducted their respective businesses in substantial compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof)Laws, (iiiii) none of the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently properties owned, leased or operated by the Company or any Subsidiary of its Subsidiaries contains any Hazardous Substance in amounts exceeding the levels permitted by applicable Environmental Laws as a result of any activity of the Company oror any of its Subsidiaries, (iii) since December 31, 2001, neither the Company nor any of its Subsidiaries has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that the Company or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of its businesses, (iv) no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner which is reasonably likely to the knowledge of the Companygive rise to any liability under Environmental Law, formerly from any properties owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose its Subsidiaries as a result of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary activity of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries during the time such properties were owned, leased or operated by the Company or any of its Subsidiaries and (v) neither the Company, its Subsidiaries nor any of their respective properties are subject to any liabilities relating to any suit, settlement, court order, administrative order, judgment or written claim that has been asserted or may have retained or assumed either contractually or by operation of law, arising under any Environmental Law, (v) the . The Company is not party has delivered to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions Parent true and correct copies in the Company Systems resulting in personal injury, loss electronic format of life or material property damage, except Phase II environmental reports conducted with respect to the extent blending facilities and seed facility transferred to Turf Care Supply Corp. It is agreed and understood that no representation or warranty is made in respect of environmental matters in any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or Section of this Agreement other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failurethan this Section 3.8.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of The Company and the Company Disclosure Schedule or as Subsidiaries have complied and are in compliance with all Environmental Laws, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of . To the Company’s knowledge, is threatened by any Governmental Entity there are no circumstances or other person relating to conditions present at the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out operations of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently facilities owned, leased or operated by the Company or any Subsidiary of the Company Subsidiaries that would reasonably be expected to prevent the operations, when used and operated in the manner currently used and operated, from continuing to operate in material compliance with all applicable Environmental Laws. Without limiting the generality of the foregoing, each of the Company and the Company Subsidiaries has obtained, has complied, and is in compliance with permits, licenses and other authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of its business, except, in each case, where the failure to do so would not reasonably be expected to have or result in a Company Material Adverse Effect. Under applicable Environmental Laws, no permit, license or other authorization is subject to review, major modification, revision, rescission, public notice and comment or prior consent by any Governmental Entity as a result of the consummation of the Transactions. Neither the Company nor any of the Company Subsidiaries has received any written notice, claim, governmental request for information, complaint, administrative or judicial order, or report or other information, and to the knowledge of the Company none is pending or threatened, regarding any actual or alleged material violation of Environmental Laws or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of them or their currently or formerly owned, operated or leased facilities arising under Environmental Laws and, to Company’s knowledge, there are no conditions or occurrences with respect to any such facilities that would reasonably be expected to lead to any such demands, complaints, claims, information requests, orders or notices. There are no past, pending or, to the Company’s knowledge, threatened Environmental Claims against the Company or, to the knowledge Company’s knowledge, any properties of the Company, Company or any Company Subsidiary. No Company or any Company Subsidiary has caused the Release of any Hazardous Materials at or from any facility currently or formerly owned, operated or leased or operated by the Company or any Subsidiary of the Company Subsidiaries that is reportable under any Environmental Laws and that would reasonably be expected to give rise to any liability or remediation obligation under any such Environmental Laws. To the Company’s knowledge, there are no underground storage tanks, polychlorinated biphenyls, or asbestos-containing material located at any of the facilities currently or formerly owned, operated or leased by the Company or any of the Company Subsidiaries. To the Company’s knowledge, neither the Company nor any of the Company Subsidiaries has, in the course of its business, sent or disposed of, otherwise had taken or transported, arranged for the taking or disposal of (on behalf of itself, a customer or any other Person) or in any other manner participated or been involved in the taking of or disposal or Release of a Hazardous Material to or at a site that pursuant to any offsite disposal location Environmental Laws, (i) has been placed on the “National Priorities List,” the “CERCLIS” list, or any similar state or federal list, or (ii) is subject to or the source of a claim, an administrative order or other request to take “removal,” “remedial,” “corrective” or any other “response” action, as defined in any Environmental Laws, or to pay for the costs of any such action at the site. Except as set forth in Section 3.20 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has entered into any contracts or other binding agreements pursuant to which it has assumed any material obligations or liabilities of any third party under or pursuant to any Environmental Laws or has agreed to indemnify, defend or hold harmless any third party for any material liabilities, costs or claims arising under or pursuant to any Environmental Laws. To the Company’s knowledge, no Lien or “superlien” has been placed on any property currently owned, leased, operated or used by the Company or any Company Subsidiary pursuant to the Federal Comprehensive, Environmental Response, Compensation, and Liability Act of 1980 or any similar law. Notwithstanding any other provision of this Agreement, this Section 3.20 sets forth the Company to dispose sole and exclusive representations and warranties of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Company Subsidiary of the Company orwith respect to Environmental Laws, to the knowledge of Company and its SubsidiariesHazardous Materials, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion Claims or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureenvironmental matters.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except as set forth described in Section 3.8 any of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental LawSEC Reports, (iia) the Company and each of its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been is in material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively, "Environmental Laws (Laws"), except for non-compliance which would not in the aggregate have a Material Adverse Effect on the Company, which compliance includes, but is not limited to, the possession by the Company and its Subsidiaries of all Company Permits material permits and other governmental authorizations required under applicable Environmental Laws, and material compliance with the terms and conditions thereof), (iiib) neither the Company nor any of its Subsidiaries has received written notice of, or, to the Knowledge of the Company, is not obligated to conduct or pay for, and is not conducting or paying forthe subject of, any responseactions, remedialcauses of action, investigatory claims, investigations, demands or corrective notices by any Person alleging liability under or non-compliance with any Environmental Law or that the Company or any Subsidiary is a potentially responsible party at any Superfund site or state equivalent site ("Environmental Claims") which would in the aggregate have a Material Adverse Effect on the Company, (c) to the Knowledge of the Company, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future, (d) to the Knowledge of the Company, the Company and its Subsidiaries have not disposed of or released hazardous materials (at a concentration or level which requires remedial action under any Environmental Law at any location, (ivLaw) there has been no release of Hazardous Materials at any real property currently owned, owned or leased or operated by the Company or any Subsidiary of or at any other real property, except for such disposals or releases as would not in the Company or, to the knowledge of aggregate have a Material Adverse Effect on the Company, formerly owned, leased or operated by and (e) neither the Company or nor its Subsidiaries have agreed to indemnify any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation predecessor or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party with respect to any orderenvironmental liability, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions other than customary indemnity provisions contained in agreements entered into in the Company Systems resulting ordinary course of business which would not in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures aggregate have been resolved and (vii) there are no defects, corrosion or other damage to any of a Material Adverse Effect on the Company Systems that could reasonably be expected to result in a pipeline integrity failureCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Leucadia Material Adverse Effect: , (ia) no Leucadia and its Subsidiaries have conducted their respective businesses in compliance with all applicable Environmental Laws, (b) to the Knowledge of Leucadia, none of the properties owned, leased or operated by Leucadia or any of its Subsidiaries contains any Hazardous Substance in amounts that would reasonably be expected to give rise to liability under Environmental Laws, (c) since January 1, 2010, neither Leucadia nor any of its Subsidiaries has received any written notice, notification, demand, demand letter or written request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by information from any Governmental Entity or other person relating to the Company indicating that Leucadia or any Subsidiary of the Company its Subsidiaries or against any person or entity Person whose liability the Company Leucadia or any of its Subsidiaries has or may have retained or assumed assumed, either contractually or by operation of law, and relating to may be in violation of, or arising out of liable under, any Environmental Law, (iid) to the Company and its Subsidiaries areKnowledge of Leucadia, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there no Hazardous Substance has been no release disposed of, released or transported in violation of Hazardous Materials at any real property currently ownedapplicable Environmental Law, leased or operated by the Company in a manner that has given rise to any liability under Environmental Law, from any properties presently or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company Leucadia or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by or any person other property and (e) neither Leucadia, its Subsidiaries nor any of their respective properties or entity any Person whose liability the Company Leucadia or any of its Subsidiaries has or may have retained or assumed assumed, either contractually or by operation of law, is subject to any liabilities relating to any pending or, to the Knowledge of Leucadia, threatened suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted (or arising) under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jefferies Group Inc /De/)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of Schedule 5.22, (i) the Company Disclosure Schedule or as is, and has been since January 1, 2002, in compliance with all applicable Environmental Laws, and has obtained, and is in compliance with, all Permits required of it under applicable Environmental Laws; except where the failure to be so in compliance would not havenot, individually or in the aggregate, aggregate have a Company Material Adverse Effect: ; (iii) there is no notice, notification, demand, request for information, citation, summons, complaint litigation or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding pending by any Governmental Entity or review is pending other Person or, to the knowledge of the CompanySeller, is threatened by any Governmental Entity or other person relating to threatened, against the Company or any Subsidiary of the Company its business or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of property under any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), ; (iii) the Company is has not obligated to conduct received from any Governmental Entity any written notice of violation of, non-compliance with, or pay forliability pursuant to, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at (including a Clean Air Act Section 114 notice, a CERCLA Section 104(e) request, or a potentially responsible party or "PRP" notice), except for any location, (iv) there has been such notice for which no release of Hazardous Materials at any real property currently owned, leased or operated by material liability remains outstanding; the Company is not subject to any outstanding administrative or any Subsidiary of the Company orjudicial Order, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation "consent order" or other corrective similar agreement with regard to any violation, noncompliance or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law; (iv) no Hazardous Substance has been Released at, on, to or from any of the Company's current Company Property as a result of any activities of the Company into the air, or into, onto or upon the soil or groundwater at any location for which the Company would have a material liability to remediate Releases of such Hazardous Substances (or reimburse any other Person for the cost of remediation) pursuant to any Environmental Law; (v) the Company is not a party to any order, judgment or decree that imposes Contract with any Person pursuant to which the Company has any continuing material obligations under to cause the remediation of any Environmental Law, condition resulting from the Release of Hazardous Substances; and (vi) there all material environmental site assessment reports (including any Phase I and Phase II reports), remediation studies, audits, assessments or similar documents (if any) that are within the possession of the Seller or the Company that relate to the investigation or remediation of environmental conditions at any current or former Company Property, or which otherwise relate to the Company's compliance with or liability under Environmental Laws, have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except made available to the extent any claims related Buyer. Buyer hereby acknowledges and agrees that this Section 5.22 is the Seller's sole and exclusive representation as to such ruptures have been resolved environmental matters, including without limitation, Environmental Laws, and (vii) there are no defects, corrosion or other damage to any that none of the Company Systems that could reasonably other representations and warranties contained in this Agreement shall be expected deemed to result in a pipeline integrity failureapply directly or indirectly to environmental matters or Environmental Laws.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except as set forth To the Company’s knowledge, the Company and each Company Subsidiary is, and, during the last three (3) years, has been, in Section 3.8 material compliance with all applicable Environmental Requirements relating to the Business and the Leased Real Property, and any other property in which the Company or any Company Subsidiary has had an ownership interest, including any Environmental Requirements relating to the use, storage, treatment, disposal or transportation of any Materials of Environmental Concern, (b) to the Company’s knowledge, during the occupancy and operation of the Leased Real Property by the Company Disclosure Schedule or as would not have, individually any Company Subsidiary and any other property in which the Company or in the aggregate, a any Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order Subsidiary has been receivedhad an ownership interest, no penalty release, leak, discharge, spill, disposal, or emission of any Materials of Environmental Concern has been assessedoccurred in, on, or under the Leased Real Property in a quantity or manner that violates or may give rise to material liability under Environmental Requirements; (c) the Company and the Company Subsidiaries do not use, treat, store, dispose or transport any Materials of Environmental Concern in a quantity that could give rise to material liability under Environmental Requirements; (d) there is no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by litigation or administrative proceeding or investigation (whether civil, criminal or administrative) involving any Governmental Entity Materials of Environmental Concern or other person relating to Environmental Requirements concerning the Company Business or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, Leased Real Property and relating to or arising out of any Environmental Law, (iie) the Company has delivered to the Buyer Parties true and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession complete copies of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct any material reports or pay for, and is not conducting audits possessed or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated initiated by the Company or any Company Subsidiary pertaining to Materials of the Company or, Environmental Concern or Environmental Requirements related to the knowledge of the CompanyBusiness, formerly ownedLeased Real Property, leased or operated by the any other property in which Company or any Company Subsidiary of the Company has had an ownership interest or at any offsite disposal location used which Materials of Environmental Concern may have been generated, handled, treated, stored or disposed of by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureBusiness.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except as set forth described in Section 3.8 any of the Company Disclosure Schedule or SEC Reports, as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, date hereof (iia) the Company and each of its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been is in material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively, "Environmental Laws (Laws"), except for noncompliance which would not in the aggregate have a Material Adverse Effect on the Company, which compliance includes, but is not limited to, the possession by the Company and its Subsidiaries of all Company Permits material permits and other governmental authorizations required under applicable Environmental Laws, and material compliance with the terms and conditions thereof), (iiib) neither the Company nor any of its Subsidiaries has received written notice of, or, to the Knowledge of the Company, is not obligated to conduct or pay for, and is not conducting or paying forthe subject of, any responseactions, remedialcauses of action, investigatory claims, investigations, demands or corrective notices by any Person alleging liability under or non-compliance with any Environmental Law or that the Company or any Subsidiary is a potentially responsible party at any Superfund site or state equivalent site ("Environmental Claims") which would in the aggregate have a Material Adverse Effect on the Company, (c) to the Knowledge of the Company, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future, (d) to the Knowledge of the Company, the Company and its Subsidiaries have not disposed of or released hazardous materials (at a concentration or level which requires remedial action under any Environmental Law at any location, (ivLaw) there has been no release of Hazardous Materials at any real property currently owned, owned or leased or operated by the Company or any Subsidiary of or at any other real property, except for such disposals or releases as would not in the Company or, to the knowledge of aggregate have a Material Adverse Effect on the Company, formerly owned, leased or operated by and (e) neither the Company or nor its Subsidiaries have agreed to indemnify any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation predecessor or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party with respect to any orderenvironmental liability, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions other than customary indemnity provisions contained in agreements entered into in the Company Systems resulting ordinary course of business which would not in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures aggregate have been resolved and (vii) there are no defects, corrosion or other damage to any of a Material Adverse Effect on the Company Systems that could reasonably be expected to result in a pipeline integrity failureCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, have a Company Material Adverse Effect: , (i) no noticethe Company and its Subsidiaries have conducted their respective businesses in compliance with all applicable Environmental Laws, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, (ii) to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary none of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently properties owned, leased or operated by the Company or any Subsidiary of its Subsidiaries contains any Hazardous Substance as a result of any activity of the Company oror any of its Subsidiaries in amounts exceeding the levels permitted by applicable Environmental Laws, (iii) since December 31, 2005, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that the Company or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of their respective businesses or any of their respective properties or assets, (iv) to the knowledge of the Company, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties presently or formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose its Subsidiaries as a result of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary activity of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has during the time such properties were owned, leased or may have retained operated by the Company or assumed either contractually any of its Subsidiaries and (v) neither the Company, its Subsidiaries nor any of their respective properties are subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or by operation of law, written claim asserted or arising under any Environmental Law. It is agreed and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 3.8. The Company has made available to Parent true and complete copies of all material environmental records, (v) the Company is not party to any orderreports, judgment notifications, certificates of need, permits, engineering studies, and environmental studies or decree that imposes any obligations under any Environmental Lawassessments, (vi) there have been no ruptures or explosions in each case as requested by Parent and in the Company Systems resulting Company’s possession, and in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved each case as amended and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureeffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Osi Restaurant Partners, Inc.)
Environmental Laws and Regulations. (a) Except as set forth disclosed in Section 3.8 3.11 of the Company Disclosure Schedule Schedule, or except as would is not have, individually or reasonably likely to result in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (iia) the Company and its the Subsidiaries are, and except for matters that have been fully resolved with each of the applicable Governmental Entity, since January 1, 2008 Company Properties are and have been in compliance with all applicable Environmental Laws with respect to the Company Properties; (which compliance includesb) the Company and the Subsidiaries have obtained all Permits required for the operation of the Company Properties by any applicable Environmental Law; (c) neither the Company nor any Subsidiary has, but and the Company has no knowledge of any other person who has caused any release, threatened release or disposal of any Hazardous Material at any of the Company Properties; (d) the Company has no knowledge that any of the Company Properties are adversely affected by any release, threatened release or disposal of a Hazardous Material originating or emanating from any other property; (e) neither the Company nor any Subsidiary has manufactured, used, generated, stored, treated, transported, disposed of, arranged for the disposal of, released, or otherwise managed any Hazardous Material at the Company Properties or at any other Property; (f) neither the Company nor any Subsidiary (i) has any liability for response or corrective action, natural resources damage, or any other harm pursuant to any Environmental Law involving any of the Company Properties, (ii) is not limited subject to, possession has notice or knowledge of, or is required to give any notice of all any Environmental Claim involving any of the Company Permits Properties or (iii) has knowledge of any condition or occurrence at any of the Company Properties which could form the basis of an Environ mental Claim against the Company, any Subsidiary or any of the Company Properties; (g) the Company Properties are not subject to any, and compliance the Company has no knowledge of any imminent, re striction on the ownership, occupancy, use or transferability of the Company Properties with respect to any (i) Environmental Law or (ii) release, threatened release or disposal of any Hazardous Material; and (h) there are no conditions or circumstances at any of the terms and conditions thereofCompany Properties that pose a risk to the environment or the health or safety of any person; provided, however, that for purposes of clauses (c),(d), (iiie),(f) the and (h) of this Section 3.11 Company is not obligated Properties shall be deemed to conduct include any Property previously owned or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the that would qualify as a Company or, to the knowledge of the Company, formerly owned, leased or operated Property were such Property owned by the Company or any a Subsidiary as of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failuredate hereof.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except for such matters as set forth in Section 3.8 of the Company Disclosure Schedule or as have not had and would not havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (ia) the Company and its Subsidiaries have complied at all times with all applicable Environmental Laws (as defined below); (b) the Company and its Subsidiaries have all and have complied at all times with all applicable Environmental Permits, and such permits are in full force and effect; (c) no noticeproperty currently owned, notification, demand, request for information, citation, summons, complaint leased or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened operated by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has (including soils, groundwater, surface water, buildings or may have retained other structures) is contaminated with any Hazardous Substance (as defined below) in a manner (i) that requires or assumed either contractually is reasonably likely to require any Removal, Remedial or by operation of lawResponse actions (as such terms are defined below) for its current use, and relating to or arising out (ii) that is in violation of any Environmental Law, or (iii) that is reasonably likely to give rise to any Environmental Liability (as defined below); (d) during the period of its ownership, lease or operation thereof, there was no Release of any Hazardous Substance at, on, in, to or from any real property formerly owned, leased or operated by the Company or any of its Subsidiaries (i) that requires or is reasonably likely to require any Removal, Remedial or Response actions for its current use, (ii) the Company and its Subsidiaries arethat is in violation of Environmental Law, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), or (iii) that is reasonably likely to give rise to any Environmental Liability, (e) neither the Company nor any Subsidiary has Released any Hazardous Substance (i) that requires or is not obligated reasonably likely to conduct require any Removal, Remedial or pay forResponse actions for its current use, and (ii) that is not conducting in violation of Environmental Law, or paying for(iii) that is reasonably likely to give rise to any Environmental Liability; (f) neither the Company nor any of its Subsidiaries has received any notice, demand letter, claim or request for information alleging that the Company or any response, remedial, investigatory of its Subsidiaries is or corrective action may be in violation of or subject to liability under any Environmental Law at Law, including with respect to any locationHazardous Substance sent offsite by or on behalf of the Company or any Subsidiary, (iv) there has been no release of Hazardous Materials at or from any real property currently owned, leased or operated by the Company or any Subsidiary Subsidiary, and, to the knowledge of the Company, no such notice, demand letter, claim or request is threatened; (g) neither the Company nor any of its Subsidiaries currently is subject to or, to the knowledge of the Company, formerly threatened to be to subject to, any order, decree, injunction or agreement with any Governmental Entity, or any indemnity or other agreement or Environmental Law or otherwise relating to any Hazardous Substance; (h) no real property currently owned, leased or operated by the Company or any Subsidiary of is listed or proposed for listing on the Company National Priorities List or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.the
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dow Chemical Co /De/)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have3.22, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessedthe Company is, and since its formation has been, in compliance with all applicable Environmental Laws, and has obtained, and is in compliance with, all Permits required of it under applicable Environmental Laws and each such Permit (A) remains in full force and effect and is not subject to appeal and all applicable time periods for filing such an appeal have expired and (B) will not be required, as a result of the transactions contemplated by this Agreement, to be transferred or amended or require any submissions to a Governmental or Regulatory Authority in connection therewith; (ii) there are no investigationpending claims, actionproceedings, claim, suit, proceeding investigations or review is actions by any Governmental or Regulatory Authority or other Person or entity pending or, to the knowledge of the CompanySeller, is threatened by any Governmental Entity or other person relating to against the Company or any Subsidiary of the Company its business or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of property under any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), ; (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly ownedthere are no facts, leased circumstances or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, conditions relating to the knowledge past or present business or operations of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has business or may have retained property (including the disposal of any wastes, hazardous substances or assumed either contractually other materials), or by operation of law, under any Environmental Law, (v) the Company is not party to any orderpast or present Company Property, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to give rise to any claim, proceeding or action, or to any liability, under any Environmental Law; (iv) the Company has not received from any Governmental or Regulatory Authority or any other Person any notice or allegation of violation of, non-compliance with, liability or potential liability pursuant to, any Environmental Law (including a Clean Air Act Section 114 notice, a CERCLA Section 104(e) request, or a potentially responsible party or "PRP" notice) and neither the Company nor the Business is subject to any outstanding administrative or judicial Order, "consent order" or other agreement with regard to any violation, noncompliance or liability under any Environmental Law; (v) no Hazardous Substance has been Released at, on, to or from any of the Company's current or former Company Property or into the air as a result of the Business or other activities of the Company or into, onto or upon the soil or groundwater at any location (A) for which the Company could be obligated to remediate Releases of such Hazardous Substances (or reimburse any other Person for the cost of remediation) pursuant to any Environmental Law or (B) which could reasonably be expected to trigger an investigation of the Company or the Business or result in claims against the Company or with respect to the Business for liability under any Environmental Law; (vi) the Company is not a pipeline integrity failureparty to any contract, lease or other agreement with any Person pursuant to which the Company has any continuing obligations with respect to the remediation of any condition resulting from the Release of Hazardous Substances; and (vii) all material environmental site assessment reports (including any Phase I and Phase II reports), remediation studies, audits, assessments or similar documents (if any) that are within the custody or control of Seller or the Company that relate to the investigation or remediation of environmental conditions at any current or former Company Property, or which otherwise relate to the Company's compliance with or liability under Environmental Laws, have been made available to Purchaser. To the knowledge of Seller, there are no such studies, audits, assessments or similar documents that are not within the custody or control of Seller or the Company.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havefor matters that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its the Company Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2014 have been been, in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof)) and there are no actions, suits, proceedings (iiiwhether administrative or judicial) pending, or to the knowledge of the Company, threatened, or to the knowledge of the Company is not obligated to conduct any investigation pending or pay forthreatened, and is not conducting against the Company or paying for, any response, remedial, investigatory of its Subsidiaries alleging non-compliance with or corrective action other Liability under any Environmental Law at any location, (iv) there has Law. There have been no release Releases of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of its Subsidiaries, or to the knowledge of the Company, as a result of any operations or activities of the Company or any of its Subsidiaries or their contractors or third party operators, at, on, in, under, or from any property currently or, to the knowledge of the Company, formerly owned, operated or leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company its Subsidiaries or, to the knowledge of the Company, at which the Company or its Subsidiaries (or any predecessor thereof for purposes of Environmental Laws) conducted operations or activities, in each case that would reasonably be expected to give rise to any material Liability to the Company or its Subsidiaries under Environmental Law. No Hazardous Materials (other than those Hazardous Materials that are commercial products which are present on the facility as a part of the Company’s ordinary course of business) are present at, on, in or under any property currently or formerly owned, operated or leased by the Company or its Subsidiaries or at which the Company or its Subsidiaries conducted operations or activities the presence of which would reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. None of the Company and its Subsidiaries is subject to any Order, nor has the Company or its Subsidiaries given an indemnity covering the liability for the actions of another person, in each case that would reasonably be expected to result in material Liabilities to the Company and its Subsidiaries under applicable Environmental Law. Neither the Company nor any Subsidiary of the Company has received any written, unresolved claim, notice, complaint or request for information from a Governmental Entity or any other person relating to actual or alleged material noncompliance with or material Liability under applicable Environmental Laws (including any such Liability or obligation arising under, retained or assumed by Contract by the Company or its Subsidiaries). The Company has made available to Parent copies of all material, by any person nonprivileged environmental reports, studies and assessments prepared within the past six (6) years that are in the possession, custody or entity whose liability control of the Company or any of its Subsidiaries has pertaining to Releases or may have retained or assumed either contractually or by operation of law, under any non-compliance with Environmental Law, (v) the Company is Laws and which are not party subject to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in restriction on the Company Systems resulting in personal injury, loss of life or material property damage, except right to the extent any claims related provide such items to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failurethird party.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, have a Company Material Adverse Effect: , (i) no noticethe Company and each of its Subsidiaries have conducted their respective businesses in compliance with all, notificationand have not violated any, demandapplicable Environmental Laws, request for information, citation, summons, complaint or order (ii) there has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge release of the Company, is threatened any Hazardous Substance by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries in any manner that could reasonably be expected to give rise to any remedial obligation, corrective action requirement or liability under applicable Environmental Laws, (iii) since July 1, 2005, neither the Company nor any of its Subsidiaries has received in writing any claims, notices, demand letters or may have retained requests for information (except for such claims, notices, demand letters or assumed either contractually requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any federal, state, local or by operation foreign or provincial Governmental Entity or any other Person asserting that the Company or any of lawits Subsidiaries is in violation of, and relating to or arising out of liable under, any Environmental Law, (iiiv) the Company and its Subsidiaries areno Hazardous Substance has been disposed of, and except for matters that have been fully resolved with the arranged to be disposed of, released or transported in violation of any applicable Governmental EntityEnvironmental Law, since January 1, 2008 have been or in compliance with all Environmental Laws (which compliance includes, but is not limited a manner giving rise to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated or that would reasonably be expected to conduct or pay for, and is not conducting or paying forgive rise to, any responseliability under Environmental Law, remedial, investigatory from any current or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased former properties or facilities while owned or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased its Subsidiaries or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose as a result of any Hazardous Materials in concentrations operations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary activities of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawat any location and, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any Knowledge of the Company Systems Company, Hazardous Substances are not otherwise present at or about any such properties or facilities in amount or condition that could would reasonably be expected to result in a pipeline integrity failureliability to the Company or any of its Subsidiaries under Environmental Law, and (v) neither the Company, its Subsidiaries nor any of their respective properties or facilities are subject to, or to the Knowledge of the Company, are threatened to become subject to, any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted or arising under any Environmental Law or any agreement relating to environmental liabilities. Notwithstanding any other representation or warranty contained in this Article III, the representations and warranties contained in this Section 3.08 constitute the sole representations and warranties of the Company relating to any Environmental Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) no noticethe Company and its Subsidiaries have since January 1, notification2020, demandconducted their respective businesses in compliance with all applicable Environmental Laws and all Permits required under Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries has received any written notices, request demand letters or written requests for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by information from any Governmental Entity or any other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability Person alleging that the Company or any of its Subsidiaries is in violation of, or has or may have retained or assumed either contractually or by operation of lawany liability under, and relating to or arising out of any Environmental Law, (ii) the Company subject matter of which remains unresolved; and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) to the Company is not obligated to conduct or pay forKnowledge of the Company, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently ownedtreatment, leased storage or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose Release of any Hazardous Materials in concentrations Substance at, on, under, or under circumstances that would require reporting from any properties currently or be reasonably likely to result in investigation, remediation formerly owned or other corrective or response action leased by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained any other location, that would reasonably be expected to result in the imposition on the Company or assumed either contractually any of its Subsidiaries of any liability or by operation of law, remediation obligation under any Environmental Law. There are no legal, (v) the Company is not party to any orderadministrative, judgment arbitral or decree that imposes any obligations under any Environmental Lawother Actions, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any Knowledge of the Company Systems Company, any private environmental investigations or remediation activities or investigations by Governmental Entities of any nature seeking to impose, or that could reasonably be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under any Environmental Law pending or threatened against the Company or any of its Subsidiaries, which liability or obligation would reasonably be expected to have, individually or in the aggregate, a pipeline integrity failureCompany Material Adverse Effect. To the Knowledge of the Company, there is no reasonable basis for any Action that would impose any liability or obligation that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Univar Solutions Inc.)
Environmental Laws and Regulations. (a) Except as set forth Each Seller and each Newly-Formed LLC is in Section 3.8 of the Company Disclosure Schedule or as would not havefull compliance with all limitations, individually or restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the aggregateEnvironmental Laws or contained in any regulations, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder for which the lack of compliance would result in a Company Material Adverse Effect: (i) . No Seller and no noticeNewly-Formed LLC has received any notice of any investigations, notification, inquiries or other Legal Proceedings nor is any demand, request for informationClaim, citation, summons, complaint hearing or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is notice of violation pending or, to the knowledge of any Seller or any Newly-Formed LLC, threatened against any Seller or any Newly-Formed LLC relating in any way to the CompanyEnvironmental Laws or any Order issued, is entered, promulgated or approved thereunder. To the knowledge of any Seller or Newly-Formed LLC, there are no past or present events, conditions, circumstances, activities, practices, incidents, actions, omissions or plans which may interfere with or prevent compliance or continued compliance with the Environmental Laws or with any Order issued, entered, promulgated or approved thereunder, which would result in a Material Adverse Effect, including, without limitation, liability under CERCLA or similar state or local Laws, or otherwise form the basis of any Legal Proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling, or the emission, discharge, release or threatened release into the environment, of any Waste. Without limiting the foregoing, (i) no Seller, Newly-Formed LLC owns, operates or leases a treatment, storage or disposal facility requiring a Permit under Environmental Law; (ii) no Hazardous Material has been released in a quantity reportable under, or in violation of, any Environmental Law by any Governmental Entity Seller at, on or other person relating under any site or facility now owned, operated or leased or previously owned, operated or leased by any Seller, (iii) no Seller, Newly-Formed LLC or Seller Controlling Party has transported or arranged for the transportation of any Hazardous Material to any location that is listed on the Company NPL or listed for possible inclusion of the NPL or any Subsidiary similar state or local list by the Environmental Protection Agency or similar state or local Governmental Entity, (iv) no Hazardous Material generated by any Seller has been recycled, treated, stored, disposed of the Company or against released by any person Seller or entity whose liability the Company or Newly Formed LLC at any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out location in violation of any applicable Environmental Law, (iiv) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession no notification of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no a release of Hazardous Materials at has been registered or filed by or on behalf of any real property currently Seller or Newly-Formed LLC and no site or facility now owned, operated or leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of any Seller, any Newly-Formed LLC or the CompanySeller Controlling Party, formerly previously owned, operated or leased by any Seller or operated by Newly-Formed LLC is listed or proposed for listing on the Company NPL or any Subsidiary similar list of the Company sites requiring investigation or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureclean-up.
Appears in 1 contract
Samples: Master Acquisition Agreement (Chardan 2008 China Acquisition Corp.)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havefor matters which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect: Effect on the Company, (i) no written notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessedreceived by, and no investigation, action, claim, suit, proceeding or review or, to the Company's knowledge, investigation is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to against, the Company or with respect to any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and matters relating to or arising out of any Environmental Law, Law (as defined below); (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been is in compliance with all Environmental Laws (Laws, which compliance includes, but is not limited to, includes the possession by the Company of all Company Permits material permits required under applicable Environmental Laws and compliance with the terms and conditions thereof), and the Company reasonably believes that it will, without the incurrence of any material expense, timely attain and maintain compliance with all Environmental Laws applicable to any of its current operations or properties or to any of its planned operations; (iii) to the Company is not obligated to conduct or pay forCompany's knowledge, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no disposal, release or threatened release of any Hazardous Materials at Substance (as defined below) by the Company on, under, in, from or about any real property currently owned, leased or formerly owned or operated by the Company Company, or any Subsidiary of the Company or, otherwise related to the knowledge operations of the Company, formerly owned, leased that has resulted or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureany Environmental Claim against the Company; (iv) the Company has not entered into or agreed to or is subject to any consent decree, order or settlement or other agreement in any judicial, administrative, arbitral or other similar forum relating to its compliance with or liability under any Environmental Law; and (v) the Company has not assumed or retained by contract or otherwise any liabilities of any kind, fixed or contingent, known or unknown, under any applicable Environmental Law (including, without limitation, any liability from the disposition of any of its real property).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Fotoball Usa Inc)
Environmental Laws and Regulations. Except as described in any of the Company SEC Reports, (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge Knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any and each of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been is in material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively, "Environmental Laws (Laws" ), except for noncompliance which would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, which compliance includes, but is not limited to, the possession by the Company and its Subsidiaries of all Company Permits material permits and other governmental authorizations required under applicable Environmental Laws, and material compliance with the terms and conditions thereof), (iiib) neither the Company nor any of its Subsidiaries has received written notice of, or, to the Knowledge of the Company, is not obligated to conduct or pay for, and is not conducting or paying forthe subject of, any responseactions, remedialcauses of action, investigatory claims, investigations, demands or corrective notices by any Person alleging liability under, or non-compliance with, any Environmental Law or that the Company or any Subsidiary is a potentially responsible party at any Superfund site or state equivalent site ("Environmental Claims") which would in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, (c) to the Knowledge of the Company, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future, (d) to the Knowledge of the Company, the Company and its Subsidiaries have not disposed of or released hazardous materials (at a concentration or level which requires remedial action under any Environmental Law at any location, (ivLaw) there has been no release of Hazardous Materials at any real property currently owned, owned or leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company other real property, except for such disposals or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that releases as would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could aggregate reasonably be expected to result have a Material Adverse Effect on the Company, and (e) neither the Company nor its Subsidiaries have agreed to indemnify any predecessor or other party with respect to any environmental liability, other than customary indemnity provisions contained in agreements entered into in the ordinary course of business and provisions which would not in the aggregate reasonably be expected to have a pipeline integrity failureMaterial Adverse Effect on the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SFX Entertainment Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) there are no noticeinvestigations, notificationactions, demandsuits or proceedings (whether administrative or judicial) pending, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the CompanyBRE, is threatened by any Governmental Entity or other person relating to the Company against BRE or any Subsidiary of the Company its Subsidiaries or against any person or entity whose liability the Company BRE or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawLaw, and relating to alleging non-compliance with or arising out of other liability under any Environmental LawLaw and, to the knowledge of BRE, there are no existing facts or circumstances that would reasonably be expected to give rise to any such action, suit or proceeding, (ii) BRE, its Subsidiaries and each third-party operator of any of the Company Oil and Gas Interests of BRE and its Subsidiaries (with respect to such interests) are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1December 31, 2008 2012 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by BRE and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law there have been no Releases at any locationlocation of Hazardous Materials by BRE, its Subsidiaries, or as a result of any operations or activities of their contractors or other third-party operators, that would reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation, injunction or liability of any kind to BRE or its Subsidiaries, (iv) there has been no release none of Hazardous Materials at any real property currently ownedBRE, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by and any person or entity whose liability the Company or any third-party operator of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems Oil and Gas Interests of BRE and its Subsidiaries (with respect to such interests) and any predecessor of any of them, is subject to any Order or any indemnity obligation (other than asset retirement obligations, plugging and abandonment obligations and other reserves of BRE set forth in Reserve Reports that could have been provided to Parent prior to the date of this Agreement) or other Contract with any other person that would reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning Hazardous Materials or Releases, and (v) none of BRE and its Subsidiaries has received any unresolved claim, notice, complaint or request for information or contribution from a pipeline integrity failureGovernmental Entity or any other person relating to actual or alleged noncompliance with or liability under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by contract or by operation of Law).
Appears in 1 contract
Samples: Agreement and Plan of Merger (EnerJex Resources, Inc.)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) there are no noticeProceedings, notification, demand, request for information, citation, summons, complaint notices of violation or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge information requests of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability which the Company or any of its Subsidiaries has received notice in writing that are pending or may have threatened against the Company or, to the Company’s Knowledge, any of its Subsidiaries or any Person or entity whose Liability the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of lawApplicable Law, and relating to actual or arising out of alleged non-compliance with or any other Liability under Environmental LawLaws, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entityare and, since January 1, 2008 2016 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits required under Environmental Laws to conduct their respective business and operations as currently conducted, and compliance with the terms and conditions thereof), (iii) to the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any locationCompany’s Knowledge, (ivA) there has been no release Release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has and (B) there is otherwise no presence of Hazardous Materials, in each case, at any location currently or, to the Company’s Knowledge, formerly owned or may have retained or assumed either contractually or operated by operation of law, under any Environmental Law, (v) the Company is not party to any orderor its Subsidiaries, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent Company’s Knowledge, as a result of any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion operations or other damage to any activities of the Company Systems or any of its Subsidiaries or their contractors or third-party operators, that could would reasonably be expected to give rise to any Liability under Environmental Laws to the Company or its Subsidiaries and (iv) none of the Company and its Subsidiaries is currently subject to any Order or any indemnity obligation or other Contract with any other Person that would reasonably be expected to result in obligations or Liabilities under Environmental Laws. The Company has Made Available to Parent copies of all environmental reports, studies and assessments prepared within the past three (3) years that are in the possession, custody or, to the Company’s Knowledge, reasonably within the control of the Company or any of its Subsidiaries (including their environmental contractors and consultants) pertaining to Releases, compliance or non-compliance with Environmental Laws or the presence of, or exposure to, Hazardous Materials and that, in each case, contain information that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a pipeline integrity failurewhole.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (iia) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 2015, have been been, in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (ivb) there has have been no release of Hazardous Materials at any real property currently owned, leased or operated by Releases for which the Company or any Subsidiary of the its Subsidiaries (or their predecessors) is responsible at any Company Leased Real Property or Company Owned Real Property (or, to the knowledge of the Company, any property formerly owned, leased or operated by the Company or its Subsidiaries (or their predecessors) or at any Subsidiary other location where any of their wastes have been transported to, disposed of or Released) of Hazardous Materials that have given rise to or would reasonably be expected to give rise to any Liability to the Company or its Subsidiaries, (c) none of the Company or at and its Subsidiaries is subject to any offsite disposal location used by the Company Order or any Subsidiary of the Company to dispose of indemnity obligation or other Contract with any Hazardous Materials other person that have resulted in concentrations or under circumstances that would require reporting or reasonably be reasonably likely expected to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, Liabilities to the knowledge of Company and its SubsidiariesSubsidiaries under applicable Environmental Laws or concerning Hazardous Materials or Releases and (d) since January 1, 2015, neither the Company nor any of its Subsidiaries has received any unresolved claim, notice, complaint or request for information from a Governmental Entity or any other person relating to actual or alleged material noncompliance with or material Liability under applicable Environmental Laws (including any such Liability or obligation arising under, retained or assumed by any person Contract or entity whose liability by operation of law). The Company has made available to Acquiror copies of all environmental reports, studies and assessments that are in the possession, custody or control the Company or any of its Subsidiaries has pertaining to Releases, compliance or may have retained non-compliance with Environmental Laws or assumed either contractually the presence of, or by operation of lawexposure to, under any Environmental Law, (v) the Company Hazardous Materials and that contain information that is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could would reasonably be expected to result in be material to the Company and its Subsidiaries, taken as a pipeline integrity failurewhole.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, The Company and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any each of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been is in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and its Subsidiaries of all Company Permits permits and other governmental authorizations required under applicable Environmental Laws to operate their properties and assets and to carry on their businesses as now conducted, and compliance with the terms and conditions thereof), except for such non-compliance that individually or in the aggregate would not have a Company Material Adverse Effect; (iiiii) during the immediately preceding five years, neither the Company nor any of its Subsidiaries has received written or oral notice of, or is not obligated to conduct or pay for, and is not conducting or paying forthe subject of, any responseaction or threatened action, remedialcause of action, investigatory claim, investigation, demand or corrective action notice by any Person alleging material liability (including as a result of non-compliance) under any Environmental Law at (an “Environmental Claim”) including relating to the business of the Company or any locationof its Subsidiaries or relating to any contractor, subcontractor or agent of the Company or any of its Subsidiaries or relating in any way to any facilities, locations, or business previously owned, leased or operated by or on behalf of the Company or any of its Subsidiaries; (iii) there are no conditions or circumstances that are reasonably likely to result in any material liability of the Company or any of its Subsidiaries under any Environmental Law or prevent or interfere with any such compliance thereunder in the future, including relating to any contractor, subcontractor or agent of the Company or any of its Subsidiaries or relating to the business of the Company or any of its Subsidiaries, or relating in any way to any facilities, locations, or business previously owned, leased or operated by or on behalf of the Company or any of its Subsidiaries; (iv) there has been no release none of Hazardous Materials at any real property currently owned, leased the properties owned or operated by the Company or any Subsidiary of its Subsidiaries contains any Hazardous Substance in amounts or concentrations exceeding the levels permitted by applicable Environmental Laws, except for matters that are not reasonably likely to give rise to any material liability for the Company or any of its Subsidiaries, and (v) no Hazardous Substances have been disposed of, released or transported in violation of any applicable Environmental Law from any of the Company or, to the knowledge of the Company, formerly owned, leased properties owned or operated by the Company or any Subsidiary of the Company or at its Subsidiaries, except for matters that are not reasonably likely to give rise to any offsite disposal location used by material liability for the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation its Subsidiaries. There are no permits or other corrective or response action governmental authorizations held by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained required for the Company’s business that are required to be transferred or assumed either contractually reissued, or by operation of lawthat are otherwise prohibited from being transferred or reissued, under pursuant to any Environmental LawLaws as a result of the transactions contemplated by this Agreement or the Related Agreements, (v) except for those the failure of which to possess would not, individually or in the aggregate, have a Company Material Adverse Effect. To the Company’s Knowledge, the Company is not party has provided to Parent all environmental assessments, reports, data, results of investigations, or compliance or other environmental audits conducted by or for the Company or any orderof its Subsidiaries, judgment or decree that imposes otherwise relating to the Company’s or any obligations under any Environmental LawSubsidiary’s business or properties (owned, (vileased or operated) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life possession or material property damage, except to the extent any claims related to such ruptures have been resolved and control (viidirect or indirect) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result or any of its Subsidiaries. For purposes of Sections 4.17(a) and (b) only, the term “material liability” shall mean any liability in a pipeline integrity failureexcess of $100,000.
Appears in 1 contract
Environmental Laws and Regulations. (ai) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, have a material adverse effect, (A) the Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessedand its Subsidiaries have conducted their respective businesses in compliance with all, and no investigationhave not violated any, actionapplicable Environmental Laws, claim, suit, proceeding or review is pending or, which compliance includes obtaining and maintaining all permits required under Environmental Laws to conduct the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary business of the Company or its Subsidiaries, (B) there has been no release of any Hazardous Substance in any manner that could reasonably be expected to give rise to any remedial obligation, corrective action requirement or liability of or against the Company, any of its Subsidiaries or any other person or entity whose liability for such matters the Company or any of its Subsidiaries is responsible for by Law or contract, under applicable Environmental Laws, (C) neither the Company nor any of its Subsidiaries has received in writing any claims, notices, demand letters or may have retained requests for information (except for such claims, notices, demand letters or assumed either contractually requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any Governmental Entity or by operation of lawany other person asserting that the Company or its Subsidiaries is in violation of, and relating to or arising out of liable under, any Environmental Law, (iiD) the Company and its Subsidiaries areno Hazardous Substance has been disposed of, and except for matters that have been fully resolved with the arranged to be disposed of, released or transported in violation of any applicable Governmental EntityEnvironmental Law, since January 1, 2008 have been or in compliance with all Environmental Laws (which compliance includes, but is not limited a manner giving rise to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated or that would reasonably be expected to conduct or pay for, and is not conducting or paying forgive rise to, any response, remedial, investigatory or corrective action liability under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its SubsidiariesLaw, by any person or entity whose liability the Company or any of its Subsidiaries or as a result of, or in connection with, any operations or activities of the Company, its Subsidiaries, any other person whose liability for such matters the Company is responsible for by Law or contract, (E) neither the Company, its Subsidiaries nor any of their respective properties or facilities are subject to, or are threatened to become subject to, any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted or arising under any Environmental Law or any agreement relating to environmental liabilities, and (F) neither the Company nor any of its Subsidiaries has assumed, undertaken, provided an indemnity with respect to, become contractually responsible for, or may have retained or assumed either contractually or by operation otherwise become subject to any liability of law, any other person arising under any Environmental Law, (v) the . The Company is not party to has provided Parent with complete copies of any order, judgment and all material environmental assessment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures audit reports or explosions other similar studies or analyses in the Company Systems resulting in personal injury, loss of life Company’s or material property damage, except any Subsidiary’s possession or reasonable control that relate to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion assets or other damage to any properties of the Company Systems that could reasonably be expected to result in a pipeline integrity failureor any Subsidiary.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kendle International Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (ia) there are no noticesuits, notificationactions, demandclaims, request for informationproceedings, citationarbitrations, summonsor, complaint or order has been receivedto the knowledge of the Company, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is investigations pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has Subsidiaries, alleging non-compliance with or may have retained or assumed either contractually or by operation of law, and relating to other Liability under any Environmental Law or arising out from the Release or presence of any Environmental Lawor exposure to Hazardous Materials, (iib) the Company and its Subsidiaries areare and have since September 30, and except for matters that have been fully resolved with the applicable Governmental Entity2012 been, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (ivc) there has been no release Release or presence of or exposure to Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the its Subsidiaries, (i) whether on or off any Company Leased Real Property, Company Owned Real Property or, to the knowledge of the Company, any property formerly owned, leased owned or operated by the Company or any Subsidiary of its Subsidiaries or (ii) to the knowledge of the Company, as a result of any operations or activities of the Company or at any offsite disposal location used by of its Subsidiaries, in each case that would reasonably be expected to give rise to any Liability to the Company or its Subsidiaries, (d) neither the Company nor any Subsidiary of its Subsidiaries has been identified as potentially responsible or liable for or has received an information request relating to any off-site storage, treatment, recycling or disposal of Hazardous Materials under Environmental Laws including CERCLA, (e) none of the Company and its Subsidiaries is subject to dispose of any Hazardous Materials in concentrations Order or under circumstances any indemnity obligation or other Contract with any person that would require reporting or reasonably be reasonably likely expected to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, Liabilities to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries under applicable Environmental Laws or concerning Hazardous Materials or Releases, (f) neither the Company nor any of its Subsidiaries has received any written notice the subject matter of which remains unresolved from any Governmental Entity alleging non-compliance by the Company or may have retained any of its Subsidiaries with respect to any Environmental Law or assumed either contractually Company Permit required by applicable Environmental Law in connection with the ownership or by operation of lawtheir respective businesses, under any and (g) no Liens pursuant to Environmental Law, (v) Laws have been or are imposed on the property owned or operated by the Company is not party or its Subsidiaries, and to any orderthe Company’s knowledge, judgment or decree that imposes any obligations under any Environmental Law, (vi) there no such Liens have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could threatened. Except as would not reasonably be expected to result have, individually or in the aggregate, a pipeline integrity failureMaterial Adverse Effect, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will require any investigation or remediation activities or notice to or consent of any Governmental Entity or third party pursuant to any Environmental Law.
Appears in 1 contract
Environmental Laws and Regulations. Except as disclosed in Section 2.12 of the Disclosure Letter, (a) Except as set forth in Section 3.8 each of the Company Disclosure Schedule and Subsidiaries has been in compliance with all applicable laws relating to pollution or as would not haveprotection of public or worker health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata) (collectively, “Environmental Laws”) except for instances of non-compliance that, individually or in the aggregate, a would not result in any loss, expense, charge, assessment, levy, fine or other liability being imposed upon or incurred by the Company Material Adverse Effect: or Subsidiary exceeding $200,000 and that have not resulted in, and could not reasonably be expected to result in, any injunction or other equitable remedy being imposed on the Company or any Subsidiary, which compliance includes the possession by the Company and Subsidiaries of all material Company Permits required under applicable Environmental Laws and compliance with the terms and conditions thereof; (ib) to the knowledge of the Company, there are no existing facts that are reasonably likely to prevent or interfere with such material compliance in the future and neither the Company nor any Subsidiary is required to, or will within the next three years be required to, make any capital or other expenditures exceeding $500,000 to comply with or maintain compliance with any Environmental Law with respect to current or planned operations; (c) there are no circumstances or conditions involving the Company or any Subsidiary that could reasonably be expected to result in any claim, liability, investigation, cost or restriction on the ownership, use or transfer of any real property of which the Company or any Subsidiary is or was the owner or operator pursuant to any Environmental Law; (d) no substance, material or waste that is toxic, or poses a risk to the health or safety of persons, or which is listed, classified or regulated pursuant to any Environmental Law (a “Hazardous Substance”) has been disposed, released or is present on, under, in, from or about any property currently or formerly owned or operated by the Company or any Subsidiary, or which is otherwise related to the operations of the Company or any Subsidiary, that has resulted or could reasonably be expected to result in any loss, expense, charge, assessment, levy, fine or other liability being imposed upon or incurred by the Company or Subsidiaries exceeding $500,000; (e) neither the Company nor any Subsidiary has received any notice, notification, demand, letter, claim or request for information, citation, summons, complaint information alleging violation of or order has been received, no penalty has been assessedliability under any Environmental Law, and no investigationneither the Company nor any Subsidiary is subject to any proceedings, actionactions, claimorders, suitdecrees, proceeding settlements, injunctions or review is pending other claims or, to the knowledge of the Company, is any threatened by any Governmental Entity actions or other person claims, relating to or otherwise alleging liability of the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of under any Environmental Law, ; (iif) neither the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or nor any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased has assumed or operated retained by the Company or Contract any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose material liabilities of any Hazardous Materials in concentrations kind, fixed or under circumstances that would require reporting contingent, known or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawunknown, under any Environmental Law; and (g) neither the Company, (v) any of Subsidiary nor any of their respective predecessors in interest have ever manufactured, produced, repaired, installed, sold, conveyed or otherwise put into the Company is not party to stream of commerce any orderproduct, judgment merchandise, manufactured good, part, component or decree that imposes any obligations under any Environmental Law, (vi) there other item comprised of or containing asbestos or have been no ruptures or explosions in the Company Systems resulting in personal injury, loss subject of life or material property damage, except to the extent any claims related or litigation arising out the alleged exposure to such ruptures have been resolved and (vii) there are no defects, corrosion asbestos or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureasbestos-containing material.
Appears in 1 contract
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) there are no noticeProceedings, notification, demand, request for information, citation, summons, complaint notices of violation or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge information requests of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability which the Company or any of its Subsidiaries has received notice in writing that are pending or may have threatened against the Company or, to the Company’s Knowledge, any of its Subsidiaries or any Person or entity whose Liability the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of lawApplicable Law, and relating to actual or arising out of alleged non-compliance with or any other Liability under Environmental LawLaws, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entityare and, since January 1, 2008 2017 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by the Company and each of its Subsidiaries of all Company Permits required under Environmental Laws to conduct their respective business and operations as currently conducted, and compliance with the terms and conditions thereof), (iii) to the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any locationCompany’s Knowledge, (ivA) there has been no release Release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has and (B) there is otherwise no presence of Hazardous Materials, in each case, at any location currently or, to the Company’s Knowledge, formerly owned or may have retained or assumed either contractually or operated by operation of law, under any Environmental Law, (v) the Company is not party to any orderor its Subsidiaries, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent Company’s Knowledge, as a result of any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion operations or other damage to any activities of the Company Systems or any of its Subsidiaries or their contractors or third-party operators, that could would reasonably be expected to give rise to any Liability under Environmental Laws to the Company or its Subsidiaries and (iv) none of the Company and its Subsidiaries is currently subject to any Order or any indemnity obligation or other Contract with any other Person that would reasonably be expected to result in obligations or Liabilities under Environmental Laws. The Company has Made Available to Parent copies of all environmental reports, studies and assessments prepared within the past three (3) years that are in the possession, custody or, to the Company’s Knowledge, reasonably within the control of the Company or any of its Subsidiaries (including their environmental contractors and consultants) pertaining to Releases, compliance or non-compliance with Environmental Laws or the presence of, or exposure to, Hazardous Materials and that, in each case, contain information that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a pipeline integrity failurewhole.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Astea International Inc)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not havenot, individually or in the aggregate, have a Company Material Adverse Effect: (i) there are no noticeinvestigations, notificationactions, demandsuits or proceedings (whether administrative or judicial) pending, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the CompanyEnerJex Parties, is threatened by against any Governmental Buyer Entity or other person relating to the Company any of its Subsidiaries or any Subsidiary of the Company or against any person or entity whose liability the Company any Buyer Entity or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of lawLaw, and relating to alleging non-compliance with or arising out of other liability under any Environmental LawLaw and, to the knowledge of EnerJex Parties, there are no existing facts or circumstances that would reasonably be expected to give rise to any such action, suit or proceeding, (ii) the Company each Buyer Entity and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1December 31, 2008 2014 have been been, in compliance with all Environmental Laws (which compliance includes, but is not limited to, includes the possession by such Buyer Entity and each of its Subsidiaries of all Company Parent Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law there have been no releases at any locationlocation of Hazardous Materials by any Buyer Entity or any of its Subsidiaries that would reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation, injunction or liability of any kind to such Buyer Entity or its Subsidiaries, (iv) there has been no release neither any Buyer Entity nor any of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company ortheir Subsidiaries nor, to the knowledge of the CompanyEnerJex Parties, formerly owned, leased or operated by the Company or any Subsidiary third-party operator of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems Oil and Gas Interests of EnerJex Parties or any predecessor of any of them, is subject to any Order or any indemnity obligation or other Contract with any other person that could would reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning Hazardous Materials or releases, and (v) no Buyer Entity nor any of its Subsidiaries has received any unresolved claim, notice, complaint or request for information or contribution from a pipeline integrity failureGovernmental Entity or any other person relating to actual or alleged noncompliance with or liability under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by contract or by operation of Law).
Appears in 1 contract
Samples: Agreement and Plan of Merger (EnerJex Resources, Inc.)
Environmental Laws and Regulations. (a) Except as set forth in Section 3.8 3.8(a) of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: Letter (i) no noticethe Company and each of its Subsidiaries have conducted their respective businesses in material compliance with all applicable Environmental Laws (as hereinafter defined), notification, demand, request for information, citation, summons, complaint or order (ii) there has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge release of the Company, is threatened any Hazardous Substance (as hereinafter defined) by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries in any manner that could reasonably be expected to give rise to any material remedial obligation or corrective action requirement under applicable Environmental Laws, (iii) neither the Company nor any of its Subsidiaries has received in writing any claims, notices, demand letters or may have retained requests for information (except for such claims, notices, demand letters or assumed either contractually requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any federal, state, local or by operation foreign or provincial Governmental Entity or private party asserting that the Company or any of lawits Subsidiaries is in material violation of, and relating to or arising out of liable under, any Environmental Law, (ii) in each case in a manner that would be material to the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any locationSubsidiaries, (iv) there to the Company’s Knowledge no Hazardous Substance has been no release disposed of, released or transported in violation of Hazardous Materials at any real property currently ownedapplicable Environmental Law, leased or in a manner giving rise to any material liability under Environmental Law, from any properties while owned or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased its Subsidiaries or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose as a result of any Hazardous Materials in concentrations operations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary activities of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has and (v) neither the Company, its Subsidiaries nor any of their respective properties are, or, to the Knowledge of the Company, threatened to become, subject to any material liabilities relating to any suit, settlement, court Order, regulatory requirement, judgment or may have retained written claim asserted or assumed either contractually or by operation of law, arising under any Environmental Law, (v) the Company is not party Law or any agreement relating to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failureenvironmental liabilities.
Appears in 1 contract
