Common use of Environmental Laws and Regulations Clause in Contracts

Environmental Laws and Regulations. (a) Except as publicly disclosed by the Company in the Company SEC Reports, (i) each of the Company and its subsidiaries 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 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 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 material permits and other governmental authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof; (ii) neither the Company nor any of its subsidiaries has received written notice of or, to the knowledge of the Company, is the subject of any action, cause of action, claim, investigation, demand or notice by any person alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim "); and (iii) 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.

Appears in 3 contracts

Samples: Stock Option Agreement (Quickturn Design Systems Inc), Agreement and Plan of Merger (Quickturn Design Systems Inc), Agreement and Plan of Merger (Quickturn Design Systems Inc)

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Environmental Laws and Regulations. (a) Except as publicly disclosed by the Company in the Company SEC Reports, (i) each of the Company and its subsidiaries is in material compliance with all applicable federal, state, state and local and foreign laws and regulations relating to pollution or pollution, the protection of human health from the effects of pollution or the environment (including including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively collectively, "Environmental Laws") ), except for non-compliances that, individually or in the aggregate, compliance that would not have a Company Material Adverse Effect on the CompanyEffect, which compliance includes, but is not limited to, the possession by the Company and its subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws necessary for the operation of its business as presently conducted, and compliance with the terms and conditions thereof; (ii) neither none of the Company nor any of or its subsidiaries has received written notice of of, or, to the knowledge of the Company, is the subject of of, any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim Claim")) that would have a Company Material Adverse Effect; and (iii) to the knowledge of the Company, there are no existing facts circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (Ventritex Inc), Agreement and Plan of Merger (St Jude Medical Inc)

Environmental Laws and Regulations. (a) Except as publicly disclosed by in Section 3.12(a) of the Company in Disclosure Schedule or the Company Filed SEC Reports, (i) each of the Company and its subsidiaries each Company Subsidiary is in compliance, in all material compliance respects, with all applicable federal, state, state and local and foreign laws and regulations relating to pollution or protection of human health or the environment (including including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively collectively, "Environmental Laws") except for non-compliances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company), which compliance includes, but is not limited to, the possession by the Company and its subsidiaries the Company Subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws Laws, and compliance with the terms and conditions thereof; (ii) neither the Company nor any of its subsidiaries Company Subsidiary has received written notice of of, or, to the knowledge of the Company, is the subject of of, any material action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim Claim"); and (iii) to the knowledge of the Company, there are no existing facts circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

Appears in 2 contracts

Samples: Transaction Agreement (Progressive Food Concepts Inc), Transaction Agreement (Harrys Farmers Market Inc)

Environmental Laws and Regulations. (a) Except as publicly disclosed by the Company in the Company SEC Reports, (i) each of the Company and its subsidiaries 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 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 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 material permits and other governmental authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof; (ii) neither the Company nor any of its subsidiaries has received written notice of or, to the knowledge of the Company, is the subject of any action, cause of action, claim, investigation, demand or notice by any person alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim Claim"); and (iii) 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.

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 publicly disclosed by the Company in the Company SEC Reports, (i) each of the Company and its subsidiaries Subsidiaries is in material compliance with all applicable federal, state, state and local and foreign laws and regulations relating to pollution or protection of human health or the environment (including including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively collectively, "Environmental Laws") ), except for non-compliances that, individually or in the aggregate, would compliance that could not 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 Subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws Laws, and compliance with the terms and conditions thereof; (ii) neither none of the Company nor any of or its subsidiaries Subsidiaries has received written notice of of, or, to the knowledge of the Company, is the subject of of, any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim Claim")) that could reasonably be expected to have a Material Adverse Effect on the Company; and (iii) to the knowledge of the Company, there are no existing facts circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American List Corp), Agreement and Plan of Merger (Snyder Communications Inc)

Environmental Laws and Regulations. (a) Except as publicly disclosed by the Company in the Company SEC Reports, (i) each of the Company and its subsidiaries 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 including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively collectively, "Environmental LawsENVIRONMENTAL LAWS") ), except for non-compliances that, individually or in the aggregate, compliance that would not 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 material permits and other governmental authorizations required under applicable Environmental Laws and material compliance with the terms and conditions thereof; (ii) neither the none of Company nor any of or its subsidiaries has received written notice of or, to the knowledge of the Company, is the subject of any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim ENVIRONMENTAL CLAIM")) that could reasonably be expected to have a Material Adverse Effect on Company; and (iii) to the knowledge of the Company, there are no existing facts circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Coffee People Inc), Agreement and Plan of Merger (Diedrich Coffee Inc)

Environmental Laws and Regulations. (a) Except as publicly disclosed by the Company in the Company SEC ReportsRecent Filings, (i) each of the Company and each of its subsidiaries Subsidiaries is in material compliance with all applicable applicable, federal, state, state and local and foreign laws and regulations relating to pollution or protection of human health or the environment (including including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively collectively, "Environmental Laws") ), except for non-compliances that, compliance that individually or in the aggregate, aggregate would not have a Material Adverse Effect on the CompanyEffect, which compliance includes, but is not limited to, the possession by the Company and its subsidiaries Subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws Laws, and compliance with the terms and conditions thereof; and (ii) neither the Company nor any of its subsidiaries Subsidiaries has received written notice of of, or, to the knowledge of the Company, is the subject of of, any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance noncompliance with any Environmental Law (an "Environmental Claim Claim"); and (iii) to the knowledge of the Company, there are have been no existing facts that are reasonably likely to prevent releases of hazardous substances at any facility owned or interfere with such material compliance operated at any time by the Company or its current or former subsidiaries, the response costs for which, individually or in the futureaggregate, would have a Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Miv Acquition Corp), Agreement and Plan of Merger (Mark Iv Industries Inc)

Environmental Laws and Regulations. (a) Except as publicly disclosed by the Company in the Company SEC Reports, (i) each of the Company and its subsidiaries is in material compliance with all applicable federal, state, state and local and foreign laws and regulations relating to pollution or protection of human health or the environment (including including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively collectively, "Environmental Laws") ), except for non-compliances that, individually or in the aggregate, would compliance that could not 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 material permits and other governmental authorizations required under applicable Environmental Laws Laws, and compliance with the terms and conditions thereof; (ii) neither none of the Company nor any of or its subsidiaries has received written notice of of, or, to the best knowledge of the Company, is the subject of of, any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-non- compliance with any Environmental Law (an "Environmental Claim Claim")) that could reasonably be expected to have a Material Adverse Effect on the Company; and (iii) to the best knowledge of the Company, there are no existing facts circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cuc International Inc /De/), Agreement and Plan of Merger (Cuc International Inc /De/)

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Environmental Laws and Regulations. (a) Except as publicly disclosed by the Company in the Company SEC Reports, (i) each of the Company and its subsidiaries is in material compliance with all applicable federal, state, state and local and foreign laws and regulations relating to pollution or protection of human health or the environment (including including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively collectively, "Environmental Laws") ), except for non-compliances that, individually or in the aggregate, would compliance that could not 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 material permits and other governmental authorizations required under applicable Environmental Laws Laws, and compliance with the terms and conditions thereof; (ii) neither none of the Company nor any of or its subsidiaries has received written notice of of, or, to the best knowledge of the Company, is the subject of of, any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim Claim"); and (iii) that could reasonably be expected 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.have a Material

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sierra on Line Inc)

Environmental Laws and Regulations. (a) Except as publicly disclosed by the Company in the Company Filed SEC Reports, (i) each of the Company and its subsidiaries each Company Subsidiary is in compliance, in all material compliance respects, with all applicable federal, state, state and local and foreign laws and regulations relating to pollution or protection of human health or the environment (including including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively collectively, "Environmental Laws") except for non-compliances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company), which compliance includes, but is not limited to, the possession by the Company and its subsidiaries the Company Subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws Laws, and compliance with the terms and conditions thereof; (ii) neither the Company nor any of its subsidiaries Company Subsidiary has received written notice of of, or, to the knowledge of the Company, is the subject of of, any material action, cause of action, claim, investigation, demand or notice by any person Person or entity alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim Claim"); and (iii) to the knowledge of the Company, there are no existing facts circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spice Entertaiment Companies Inc)

Environmental Laws and Regulations. (a) Except as publicly disclosed by To the knowledge of the Company in and except as set forth on Schedule 3.12 of the Company SEC ReportsDisclosure Schedule, (i) each of the Company and its subsidiaries Subsidiaries is in material compliance with all applicable foreign, federal, statestate and local laws, local regulations and foreign laws and regulations permits relating to pollution or protection of human health or the environment (including including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively collectively, "Environmental Laws") ), except for non-compliances that, individually or in the aggregate, compliance that would not have a Material Adverse Effect on the CompanyEffect, which compliance includes, but is not limited to, the possession by the Company and its subsidiaries Subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws Laws, and compliance with the terms and conditions thereof; , (ii) neither since July 1, 1995, none of the Company nor any of or its subsidiaries has Subsidiaries have received written notice of of, or, to the best knowledge of the Company, is are the subject of of, any material action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim Claim"); ) and (iii) to the best knowledge of the Company, there are no existing facts circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Huntsman Packaging Corp)

Environmental Laws and Regulations. (a) Except as publicly disclosed by the Company in the Company SEC ReportsCompany, (i) each of the Company and its subsidiaries Subsidiaries is in material compliance with all applicable federal, state, state and local and foreign laws and regulations relating to pollution or protection of human health or the environment (including including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively collectively, "Environmental Laws") ), except for non-compliances that, individually or in the aggregate, compliance that would not have a Material Adverse Effect on the Company, which compliance includes, but is not limited to, the possession by the Company and its subsidiaries Subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws Laws, and compliance with the terms and conditions thereof; (ii) neither since July 1, 1992, none of the Company nor any of or its subsidiaries Subsidiaries has received written notice of of, or, to the best knowledge of the Company, is the subject of of, any material action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim Claim"); and (iii) to the best knowledge of the Company, there are no existing facts circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fountain View Inc)

Environmental Laws and Regulations. (a) Except as publicly disclosed by set forth in Section 2.12 of the Company in the Company SEC ReportsDisclosure Schedule, (i) each to the knowledge of the Company, the Company and its subsidiaries is in compliance in all material compliance respects with all applicable federal, state, state and local and foreign laws and regulations relating to pollution or protection of human health or the environment (including including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively collectively, "Environmental Laws") ), which compliance includes, without limitation, the possession by the Company of all permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof, except for non-compliances that, individually or in where the aggregate, would failure to possess such permits and other governmental authorizations could not 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 material permits and other governmental authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof; (ii) neither the Company nor any of its subsidiaries has not received written notice of of, or, to the knowledge of the Company, is not the subject of of, any action, cause of action, claim, investigation, demand demand, notice or notice Lien by any person or entity alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim Claim"); and (iii) to the knowledge of the Company, there are no existing facts circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cuc International Inc /De/)

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