Common use of Environmental Laws and Regulations Clause in Contracts

Environmental Laws and Regulations. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and its Subsidiaries have for the past five years conducted their respective businesses in compliance with all applicable Environmental Laws; (ii) for the past five years, neither Parent nor any of its Subsidiaries has received any written notices, demand letters or written requests for information from any Governmental Entity alleging that Parent or any of its Subsidiaries is in violation of or has liability under any Environmental Law and there are no legal, administrative, arbitral or other proceedings, claims or actions pending, or to the Knowledge of Parent threatened, against Parent or any of its Subsidiaries alleging any violation of or liability relating to any Environmental Law, in each case other than with respect to matters that have been fully resolved; (iii) to the Knowledge of Parent, for the past five years, there has been no treatment, storage or release of any Hazardous Substance in violation of or as could reasonably be expected to result in liability under any applicable Environmental Law from any properties currently or formerly owned or leased or held under concession by Parent or any of its Subsidiaries or any predecessor; and (iv) neither Parent 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.

Appears in 6 contracts

Samples: Voting Trust Agreement (Canadian Pacific Railway LTD/Cn), Agreement and Plan of Merger (Canadian Pacific Railway LTD/Cn), Agreement and Plan of Merger (Canadian National Railway Co)

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Environmental Laws and Regulations. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: (i) Parent the Company and its Subsidiaries have for the past five years conducted their respective businesses in compliance with all applicable Environmental Laws; (ii) for the past five years, neither Parent the Company nor any of its Subsidiaries has received any written notices, demand letters or written requests for information from any Governmental Entity alleging that Parent the Company or any of its Subsidiaries is in violation of or has liability under any Environmental Law and there are no legal, administrative, arbitral or other proceedings, claims or actions pending, or to the Knowledge of Parent the Company threatened, against Parent the Company or any of its Subsidiaries alleging any violation of or liability relating to any Environmental Law, in each case other than with respect to matters that have been fully resolved; (iii) to the Knowledge of Parent, for the past five yearsCompany, there has been no treatment, storage or release of any Hazardous Substance in violation of or as could reasonably be expected to result in liability under any applicable Environmental Law from any properties currently or formerly owned or leased or held under concession by Parent the Company or any of its Subsidiaries or any predecessor; and (iv) neither Parent 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.

Appears in 6 contracts

Samples: Voting Trust Agreement (Canadian Pacific Railway LTD/Cn), Agreement and Plan of Merger (Canadian Pacific Railway LTD/Cn), Agreement and Plan of Merger (Canadian National Railway Co)

Environmental Laws and Regulations. (a) Except as would not reasonably be expected to havefor those matters that, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect: , (i) Parent the Company and its the Company Subsidiaries have for the past five years conducted their respective businesses are in compliance with all applicable Environmental Laws; (ii) for to the past five yearsCompany’s Knowledge, no property currently owned or operated by the Company or any of the Company Subsidiaries is contaminated with any Hazardous Substance which would reasonably be expected to result in liability under any Environmental Law; (iii) neither Parent the Company nor any of its the Company Subsidiaries has received any written notices, demand letters or written requests for information from any Governmental Entity alleging that Parent or any of its Subsidiaries is in violation of or has would reasonably be expected to incur liability under any Environmental Law and for any Hazardous Substance release to, disposal on or contamination of any property by the Company or any of the Company Subsidiaries (or, to the Company’s Knowledge, by any other Person); (iv) there are no legal, administrative, arbitral or other proceedings, claims claims, actions or actions pendingcauses of action currently pending before any Governmental Entity or arbitrator or panel of arbitrators or, or to the Knowledge of Parent threatenedCompany’s Knowledge, threatened against Parent the Company or any of its Subsidiaries alleging any violation of or liability relating the Company Subsidiaries, seeking to any Environmental Law, in each case other than with respect to matters that have been fully resolved; (iii) to impose on the Knowledge of Parent, for the past five years, there has been no treatment, storage or release of any Hazardous Substance in violation of or as could reasonably be expected to result in liability under any applicable Environmental Law from any properties currently or formerly owned or leased or held under concession by Parent Company or any of its the Company Subsidiaries liability or any predecessorobligations arising under Environmental Laws; and (ivv) neither Parent the Company nor any Subsidiary of the Company Subsidiaries is subject to any agreement, order, judgment, judgment or decree or agreement by or with any Governmental Entity or other third party imposing any liability or obligation relating to any under Environmental LawLaws.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (North Pittsburgh Systems Inc), Agreement and Plan of Merger (North Pittsburgh Systems Inc), Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.)

Environmental Laws and Regulations. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: (i) Parent and its Subsidiaries have for the past five years conducted their respective businesses in compliance with all applicable Environmental Laws; (ii) for the past five years, neither Parent nor any of its Subsidiaries has received any written notices, demand letters or written requests for information from any Governmental Entity alleging that Parent or any of its Subsidiaries is in violation of or has liability under any Environmental Law and there are no legalinvestigations, administrativeactions, arbitral suits or other proceedings, claims proceedings (whether administrative or actions judicial) pending, or to the Knowledge knowledge of Parent threatenedthe Company, threatened against Parent or any of its Subsidiaries alleging any violation of or liability relating to any Environmental Law, in each case other than with respect to matters that have been fully resolved; (iii) to the Knowledge of Parent, for the past five years, there has been no treatment, storage or release of any Hazardous Substance in violation of or as could reasonably be expected to result in liability under any applicable Environmental Law from any properties currently or formerly owned or leased or held under concession by Parent Company or any of its Subsidiaries or any predecessor; person or entity whose liability the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of law, alleging non-compliance with or 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, 2017 have been, in compliance with all Environmental Laws, (iii) 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, (iv) neither Parent nor any Subsidiary the Company is subject not party to any agreement, order, judgment, judgment or decree that imposes any obligations on the Company or agreement by or with any Governmental Entity or other third party imposing any liability or obligation relating to of its Subsidiaries under any Environmental Law, (v) there have been no ruptures or explosions in the Company’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 (vi) to the Company’s knowledge, there are no defects, corrosion or other damage to any of the Company’s Systems that would reasonably be expected to result in a pipeline integrity failure.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Energy Transfer LP), Agreement and Plan of Merger (SemGroup Corp), Agreement and Plan of Merger

Environmental Laws and Regulations. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: (i) Parent and its Subsidiaries have for the past five years conducted their respective businesses in compliance with all applicable Environmental Laws; (ii) for the past five years, neither Parent nor any of its Subsidiaries has received any written notices, demand letters or written requests for information from any Governmental Entity alleging that Parent or any of its Subsidiaries is in violation of or has liability under any Environmental Law and there are no legalinvestigations, administrativeactions, arbitral suits or other proceedings, claims proceedings (whether administrative or actions judicial) pending, or to the Knowledge knowledge of Parent threatenedthe Company, threatened against Parent or any of its Subsidiaries alleging any violation of or liability relating to any Environmental Law, in each case other than with respect to matters that have been fully resolved; (iii) to the Knowledge of Parent, for the past five years, there has been no treatment, storage or release of any Hazardous Substance in violation of or as could reasonably be expected to result in liability under any applicable Environmental Law from any properties currently or formerly owned or leased or held under concession by Parent Company or any of its Subsidiaries or any predecessor; person or entity whose liability the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of law, alleging non-compliance with or other liability under any Environmental Law 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 are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2009 have been, in compliance with all Environmental Laws, (iii) 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, (iv) neither Parent nor any Subsidiary the Company is subject not party to any agreement, order, judgment, judgment or decree or agreement by or with that imposes any Governmental Entity or other third party imposing any liability or obligation relating to obligations under any Environmental Law, (v) there have been no ruptures or explosions in the Company’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 have been resolved, and (vi) there are no defects, corrosion or other damage to any of the Company’s Systems that would reasonably be expected to result in a pipeline integrity failure.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger (Sunoco Inc)

Environmental Laws and Regulations. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent NAPW Material Adverse Effect: , (i) Parent and NAPW has conducted its Subsidiaries have for the past five years conducted their respective businesses in compliance with all applicable Environmental Laws; , (ii) for to the past five yearsknowledge of NAPW, neither Parent nor none of the properties leased or operated by NAPW contains any of its Subsidiaries Hazardous Substance in amounts which would reasonably be expected to give rise to liability under Environmental Laws, (iii) since January 1, 2013, NAPW has not received any written noticesnotice, demand letters letter or written requests request for information from any Governmental Entity alleging indicating that Parent NAPW or any person whose liability NAPW has retained or assumed, either contractually or by operation of its Subsidiaries is law, may be in violation of or has liability under any Environmental Law and there are no legal, administrative, arbitral or other proceedings, claims or actions pendingof, or to the Knowledge of Parent threatenedliable under, against Parent or any of its Subsidiaries alleging any violation of or liability relating to any Environmental Law, in each case other than with respect to matters that have been fully resolved; (iiiiv) to the Knowledge knowledge of ParentNAPW, for the past five years, there no Hazardous Substance has been no treatmentdisposed of, storage released or release of any Hazardous Substance transported in violation of or as could reasonably be expected to result in liability under any applicable Environmental Law Law, or in a manner which has given rise to any liability under Environmental Law, from any properties currently presently or formerly owned or owned, leased or held under concession operated by Parent NAPW or any other property and (v) neither NAPW nor any of its Subsidiaries properties or any predecessor; and (iv) neither Parent nor any Subsidiary person whose liability NAPW has retained or assumed, either contractually or by operation of law, is subject to any agreementliabilities relating to any pending or, to the knowledge of NAPW, threatened suit, settlement, court order, judgmentadministrative order, decree regulatory requirement, judgment or agreement by written claim asserted or with any Governmental Entity or other third party imposing any liability or obligation relating to arising under any Environmental Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ladurini Daniel), Agreement and Plan of Merger (Professional Diversity Network, Inc.)

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Environmental Laws and Regulations. (a) Except as would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Company Material Adverse Effect: , (i) Parent the Company and each of its Subsidiaries have for the past five years conducted their respective businesses in compliance with all all, and have not violated any, applicable Environmental Laws; , (ii) for neither the past five years, neither Parent Company nor any of its Subsidiaries is party or subject to any litigation, proceeding, action, investigation, order or judgment relating to any Environmental Law or, since February 2, 2014, has received any written notices, demand letters or written requests for information from any federal, state, provincial, local or foreign Governmental Entity alleging that Parent the Company or any of its Subsidiaries is in violation of of, or has subject to liability under under, any Environmental Law and there are no legal, administrative, arbitral or other proceedings, claims or actions pending, or to the Knowledge of Parent the Company, none of the foregoing is threatened, against Parent or any of its Subsidiaries alleging any violation of or liability relating to any Environmental Law, in each case other than with respect to matters that have been fully resolved; (iii) to the Knowledge of Parent, for the past five years, there has been no treatment, storage storage, discharge or release of any Hazardous Substance in violation of any applicable Environmental Law, or as could would otherwise reasonably be expected to result in liability under any applicable Environmental Law Law, by any of the Company or its Subsidiaries at or from any location, and to the Knowledge of the Company, there has been no such treatment, storage, discharge or release by any other Person at or from any properties currently or formerly owned or leased or held under concession by Parent the Company or any of its Subsidiaries during the time such properties were owned or leased by the Company or any predecessor; of its Subsidiaries, and (iv) neither Parent the Company nor any Subsidiary is subject to any agreementof its Subsidiaries has assumed, orderor provided indemnity against, judgment, decree or agreement by or with any Governmental Entity or other third party imposing any liability or obligation relating to of any other Person under any Environmental Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Petsmart Inc)

Environmental Laws and Regulations. (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: , (i) Parent the Company and each of its Subsidiaries are conducting and since February 2, 2013 have for the past five years conducted their respective businesses in compliance with all applicable Environmental Laws; , (ii) for the past five yearssince February 2, 2013 (or earlier if not fully resolved), neither Parent the Company nor any of its Subsidiaries has received any written notices, demand letters or written requests for information from any federal, state, local or foreign Governmental Entity or any other Person alleging that Parent the Company or any of its Subsidiaries is in violation of of, or has liability under any Environmental Law and there are no legalunder, administrative, arbitral or other proceedings, claims or actions pending, or to the Knowledge of Parent threatened, against Parent or any of its Subsidiaries alleging any violation of or liability relating to any Environmental Law, in each case other than with respect to matters that have been fully resolved; (iii) to the Knowledge of Parent, for the past five yearsCompany, there has been no treatment, storage storage, disposal or release of of, or exposure to, any Hazardous Substance in violation of of, or so as could reasonably be expected to result in give rise to liability under under, any applicable Environmental Law Law, including at or from any properties currently or formerly owned or leased or held under concession by Parent the Company or any of its Subsidiaries as a result of any activity of the Company or any predecessor; of its Subsidiaries during the time such properties were owned or leased by the Company or any of its Subsidiaries and (iv) neither Parent the Company nor any Subsidiary of its Subsidiaries is subject to any agreementjudgment, order, judgment, decree or agreement by Action pursuant to, or has assumed, provided an indemnity with any Governmental Entity respect to (other than indemnities provided in the ordinary course of business in connection with leases of real property and the like), or other third party imposing become subject to, any liability or obligation relating to of any other Person under, any Environmental Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Belk Inc)

Environmental Laws and Regulations. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: (i) Parent and its Subsidiaries have for the past five years conducted their respective businesses in compliance with all applicable Environmental Laws; (ii) for the past five years, neither Parent nor any of its Subsidiaries has received any written notices, demand letters or written requests for information from any Governmental Entity alleging that Parent or any of its Subsidiaries is in violation of or has liability under any Environmental Law and there are no legalinvestigations, administrativeactions, arbitral suits or other proceedings, claims proceedings (whether administrative or actions judicial) pending, or to the Knowledge knowledge of Parent threatenedthe Company, threatened against Parent or any of its Subsidiaries alleging any violation of or liability relating to any Environmental Law, in each case other than with respect to matters that have been fully resolved; (iii) to the Knowledge of Parent, for the past five years, there has been no treatment, storage or release of any Hazardous Substance in violation of or as could reasonably be expected to result in liability under any applicable Environmental Law from any properties currently or formerly owned or leased or held under concession by Parent Company or any of its Subsidiaries or any predecessor; person or entity whose liability the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of law, alleging non-compliance with or 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, 2017 have been, in compliance with all Environmental Laws, (iii) there has been no Table of Contents 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, (iv) neither Parent nor any Subsidiary the Company is subject not party to any agreement, order, judgment, judgment or decree that imposes any obligations on the Company or agreement by or with any Governmental Entity or other third party imposing any liability or obligation relating to of its Subsidiaries under any Environmental Law, (v) there have been no ruptures or explosions in the Company’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 (vi) to the Company’s knowledge, there are no defects, corrosion or other damage to any of the Company’s Systems that would reasonably be expected to result in a pipeline integrity failure.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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