Environmental Liability. Except as set forth in Section 4.12 of the Stone Disclosure Schedule or as could not reasonably be expected to result in liabilities that have a Stone Material Adverse Effect: (a) The businesses of Stone and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”). (b) Neither Stone nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to Stone’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or any of its Subsidiaries except in material compliance with all Environmental Laws. (c) Neither Stone nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Stone, any other communication alleging or concerning any material violation by Stone or any of its Subsidiaries of, or responsibility or liability of Stone or any of its Subsidiaries under, any Environmental Law. There are no pending or, to the knowledge of Stone, threatened claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation. (d) Stone and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Stone and its Subsidiaries; there are no pending or, to the knowledge of Stone, threatened actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Stone does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations. (e) Without in any way limiting the generality of the foregoing, (i) to Stone’s knowledge, all offsite locations where Stone or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone or any of its Subsidiaries except in material compliance with Environmental Laws. (f) No claims have been asserted or, to Stone’s knowledge, threatened to be asserted against Stone or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone or its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Healthtronics Surgical Services Inc), Merger Agreement (Prime Medical Services Inc /Tx/)
Environmental Liability. Except as set forth disclosed in Section 4.12 of the Stone Disclosure Schedule or as could not reasonably be expected to result in liabilities that have a Stone Material Adverse Effect3.12 hereto:
(a) The businesses of Stone the Company and its Subsidiaries have been and are operated in material compliance with all applicable federal, internationalFederal, state and local environmental protection, occupational, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, conditions and legal requirements, including the common law and without limitation the Federal Clean Water Act, Safe Drinking Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know ActKnow, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, “"Environmental Laws”").
(b) Neither Stone the Company nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport release or handling disposal of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “"Hazardous Substances”), ") except in material compliance with all Environmental Laws, and, to Stone’s knowledge, and no generation, treatment, manufacture, processing, distribution, usehandling, storage, discharge, release, disposal, transport discharge or handling disposal of any Hazardous Substances has occurred at any property or facility owned, leased owned or operated by Stone or any of its Subsidiaries the Company except in material compliance with all Environmental Laws.
(c) Neither Stone the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Stonethe Company, any other communication from any governmental authority alleging or concerning any material violation by Stone the Company or any of its Subsidiaries of, or responsibility or liability of Stone the Company or any of its Subsidiaries under, any Environmental Law. There are no pending orpending, or to the knowledge of Stonethe Company, threatened threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone the Company or any of its Subsidiaries alleging or concerning any material violation of, of or responsibility or liability under, under any Environmental Law, nor does Stone the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone The Company and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations permits and similar authorizations licenses from all Governmental Authorities governmental authorities under all Environmental Laws required for with respect to the operation of the businesses of Stone the Company and its Subsidiaries; there are no pending or, or to the knowledge of Stonethe Company, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, permits and licenses, registrations and authorizations; and Stone the Company does not have knowledge of any fact or condition that is reasonably likely to could give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, permits or licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Stone’s knowledgethe Company does not store, all offsite locations where Stone dispose of or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged arrange for the disposal of Hazardous Substances are licensed and operating as required by law and at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (“PCBs”), ) or PCB-containing items, asbestos-containing materials, or radioactive materials items are used or stored at any property owned, owned or leased or operated by Stone or any of its Subsidiaries except in material compliance with Environmental Lawsthe Company.
(f) No claims have been asserted or, to Stone’s knowledge, threatened to be asserted against Stone or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone or its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Psicor Inc), Merger Agreement (Baxter International Inc)
Environmental Liability. Except as set forth in Section 4.12 5.12 of the Stone Wave Disclosure Schedule or as could not reasonably be expected to result in liabilities that have a Stone Wave Material Adverse Effect:
(a) The businesses of Stone Wave and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone Wave nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to StoneWave’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone Wave or any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Stone Wave nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of StoneWave, any other communication alleging or concerning any material violation by Stone Wave or any of its Subsidiaries of, or responsibility or liability of Stone Wave or any of its Subsidiaries under, any Environmental Law. There are no pending or, to the knowledge of StoneWave, threatened claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone Wave or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone Wave have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone Wave and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Stone Wave and its Subsidiaries; there are no pending or, to the knowledge of StoneWave, threatened actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Stone Wave does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to StoneWave’s knowledge, all offsite locations where Stone Wave or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”)PCB’s, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone Wave or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to StoneWave’s knowledge, threatened to be asserted against Stone Wave or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone Wave or its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Healthtronics Surgical Services Inc), Merger Agreement (Prime Medical Services Inc /Tx/)
Environmental Liability. Except as set forth in Section 4.12 5.13 of the Stone Parent Disclosure Schedule Letter or as could not reasonably be expected either the Parent SEC Reports or Parent SEDAR Reports filed and publicly available prior to result in liabilities that have a Stone Material Adverse Effectthe Agreement Date, including the September 30, 2014 Parent Balance Sheet:
(a) The businesses of Stone Parent and its Subsidiaries have been and are operated in compliance in all material compliance respects with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in compliance in all material compliance respects with all Environmental Laws and in a manner that does not give rise to any Liability under any Environmental Laws, and, to StoneParent’s knowledgeKnowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has otherwise occurred at any property or facility currently or formerly owned, leased or operated by Stone Parent or any of its Subsidiaries Subsidiaries, including the Parent Real Property, except in compliance in all material compliance respects with all Environmental Laws and in a manner that does not give rise to any Liability under any Environmental Laws.
(c) Neither Stone Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge Knowledge of StoneParent, any other communication alleging or concerning any material violation by Stone Parent or any of its Subsidiaries of, or responsibility or liability of Stone Parent or any of its Subsidiaries under, any Environmental Law. There are no pending orpending, or to the knowledge Knowledge of StoneParent, threatened threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone Parent have any knowledge Knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone Parent and its Subsidiaries are in possession of have obtained and are in compliance in all material respects with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the Parent Real Property, Parent Improvements and the businesses of Stone Parent and its Subsidiaries; Subsidiaries as currently conducted, and there are no pending or, to the knowledge Knowledge of StoneParent, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Stone . Parent does not have knowledge Knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, to Parent’s Knowledge, (i) to Stone’s knowledge, all offsite locations where Stone Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are and have been licensed and operating as required by law in all material respects with Environmental Laws and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are now or have been used or stored at any property owned, leased or operated by Stone Parent or any of its Subsidiaries Subsidiaries, except in compliance in all material compliance respects with Environmental Laws and in a manner that does not give rise to any Liability under any Environmental Laws.
(f) No claims have been asserted or, to StoneParent’s knowledgeKnowledge, threatened to be asserted against Stone Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed of by Stone Parent or its Subsidiaries.
(g) No Lien has been attached or filed or is, to the Knowledge of Parent, threatened against Parent or its Subsidiaries in favor of any Person for (i) any liability under or violation of any applicable Environmental Law, (ii) any Release of Hazardous Substances or (iii) any imposition of Liability.
(h) No property currently or formerly owned or operated by Parent or its Subsidiaries, including the Parent Real Property, is listed on a List, and neither the Parent nor its Subsidiaries have received any notice that any such property is being considered for listing on a List.
(i) All environmental audits, site assessments, risk assessments, and other environmental reports and studies, including summaries of any material test results or analytic data, conducted by, at the expense of, or on behalf of Parent or its Subsidiaries or that are otherwise in the possession of Parent or its Subsidiaries have been provided to Target.
Appears in 2 contracts
Sources: Merger Agreement (Energy Fuels Inc), Merger Agreement (Uranerz Energy Corp.)
Environmental Liability. Except as set forth in Section 4.12 of the Stone Disclosure Schedule or as could not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Stone Parent Material Adverse Effect:
(a) The businesses of Stone Parent and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to StoneParent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Stone Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of StoneParent, any other communication alleging or concerning any material violation by Stone Parent or any of its Subsidiaries of, or responsibility or liability of Stone Parent or any of its Subsidiaries under, any Environmental Law. There are no pending orpending, or to the knowledge of StoneParent, threatened threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone Parent and its Subsidiaries are in possession of have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Stone Parent and its SubsidiariesSubsidiaries as currently conducted; there are no pending or, to the knowledge of StoneParent, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Stone Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to StoneParent’s knowledge, all offsite locations where Stone Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to StoneParent’s knowledge, threatened to be asserted against Stone Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone Parent or its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Stone Energy Corp), Merger Agreement (Energy Partners LTD)
Environmental Liability. Except as set forth in Section 4.12 5.12 of the Stone Parent Disclosure Schedule Letter or as could not (individually or in the aggregate) reasonably be expected to result in liabilities that have a Stone Parent Material Adverse Effect:
(a) The businesses of Stone Parent and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to StoneParent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Stone Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of StoneParent, any other communication alleging or concerning any material violation by Stone Parent or any of its Subsidiaries of, or responsibility or liability of Stone Parent or any of its Subsidiaries under, any Environmental Law. There are no pending orpending, or to the knowledge of StoneParent, threatened threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone Parent and its Subsidiaries are in possession of have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation and ownership of the businesses of Stone Parent and its SubsidiariesSubsidiaries as currently conducted; there are no pending or, to the knowledge of StoneParent, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Stone Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to StoneParent’s knowledge, all offsite locations where Stone Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to StoneParent’s knowledge, threatened to be asserted against Stone Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone Parent or its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Plains Exploration & Production Co), Merger Agreement (Stone Energy Corp)
Environmental Liability. Except for such matters that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent: (a) Parent and its Subsidiaries has complied with all applicable Environmental Laws; (b) there has been no release or threat of release of any Hazardous Substance at, to, under, on or from any property currently owned, leased, or operated by the Parent or its Subsidiaries, as set forth in Section 4.12 a result of the Stone Disclosure Schedule operations of Parent, or, to the knowledge of Parent, otherwise; (c) there was no release or threat of release of any Hazardous Substance at, to, under, on or from any property formerly owned, leased or operated by the Parent or its Subsidiaries during the period of ownership, lease or operation by the Parent or its Subsidiaries or their predecessors, as a result of the operations of Parent, or, to the knowledge of Parent, otherwise; (d) neither Parent nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on any third party property; (e) neither Parent nor its Subsidiaries has received any notice, demand, claim, summons, request for information, or other notice alleging that the Parent or its Subsidiaries may be in violation of or liable under any Environmental Law; (f) neither Parent nor its Subsidiaries are subject to any orders, agreements, decrees, judgments, writs or injunctions of, or arrangements with, any court, governmental authority or regulatory agency or is subject to any indemnity or other agreement with any third party, in each case relating to liability or an obligation under any Environmental Law or relating to Hazardous Substances; and (g) to the knowledge of Parent, there are no conditions involving Parent or its Subsidiaries or their predecessors that could not reasonably be expected to result in liabilities that have a Stone Material Adverse Effect:
(a) The businesses any legal, administrative, arbitral, or other proceedings, claims, actions, causes of Stone and its Subsidiaries have been and are operated in material compliance with all applicable federalaction, internationalliabilities, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standardinvestigations or costs, and legal requirementsor any restrictions on the ownership, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone nor any of its Subsidiaries has caused use or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling transfer of any chemicalsproperty of Parent or its Subsidiaries, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated arising under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to Stone’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or any of its Subsidiaries except in material compliance with all Environmental LawsLaw.
(c) Neither Stone nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Stone, any other communication alleging or concerning any material violation by Stone or any of its Subsidiaries of, or responsibility or liability of Stone or any of its Subsidiaries under, any Environmental Law. There are no pending or, to the knowledge of Stone, threatened claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Stone and its Subsidiaries; there are no pending or, to the knowledge of Stone, threatened actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Stone does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Stone’s knowledge, all offsite locations where Stone or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Stone’s knowledge, threatened to be asserted against Stone or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone or its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Bruker Daltonics Inc), Merger Agreement (Bruker Axs Inc)
Environmental Liability. Except as set forth in Section 4.12 3.12 of the Stone Company Disclosure Schedule or as could would not reasonably be expected to result in liabilities that have a Stone Company Material Adverse Effect:
(a) The businesses of Stone the Company and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone the Company nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to Stonethe Company’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or the Company for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Stone As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Stonethe Company, any other communication alleging or concerning any material violation by Stone the Company or any of its Subsidiaries of, or responsibility or liability of Stone the Company or any of its Subsidiaries under, any Environmental Law. There As of the date of this Agreement, there are no pending or, to the knowledge of Stonethe Company, threatened claimsthreatened, suits, actions, proceedings or investigations Legal Proceedings with respect to the businesses or operations of Stone the Company or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigationLegal Proceeding.
(d) Stone The Company and its Subsidiaries are in possession of have obtained and are in compliance in all material respects with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities Permits under all Environmental Laws required for the operation of the businesses of Stone the Company and its SubsidiariesSubsidiaries as currently conducted; as of the date of this Agreement there are no pending or, to the knowledge of Stonethe Company, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationsPermits; and Stone as of the date of this Agreement the Company does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationsPermits.
(e) Without in any way limiting the generality of the foregoing, as of the date of this Agreement (i) to Stonethe Company’s knowledge, all offsite locations where Stone the Company or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone the Company or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No As of the date of this Agreement, no claims have been asserted or, to Stonethe Company’s knowledge, threatened to be asserted against Stone the Company or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone the Company or its Subsidiaries.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Bering Exploration, Inc.)
Environmental Liability. Except as set forth in Section 4.12 5.11 of the Stone Parent Disclosure Schedule or as could not reasonably be expected to result in liabilities that have a Stone Parent Material Adverse Effect:
(a) The businesses of Stone Parent and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), Substances except in material compliance with all Environmental Laws, and, to StoneParent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone Parent or any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Stone Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of StoneParent, any other communication alleging or concerning any material violation by Stone Parent or any of its Subsidiaries of, or responsibility or liability of Stone Parent or any of its Subsidiaries under, any Environmental Law. There are no pending orpending, or to the knowledge of StoneParent, threatened threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone Parent and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Stone Parent and its Subsidiaries; there are no pending or, to the knowledge of StoneParent, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Stone Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to StoneParent’s knowledge, all offsite locations where Stone Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”)PCB’s, PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to StoneParent’s knowledge, threatened to be asserted against Stone Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone Parent or its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Medstone International Inc/), Merger Agreement (Prime Medical Services Inc /Tx/)
Environmental Liability. Except as set forth in Section 4.12 of the Stone Target Disclosure Schedule or as could not reasonably be expected to result in liabilities that have a Stone Target Material Adverse Effect:
(a) The businesses of Stone Target and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standardstandards, and legal requirementsrequirements relating to the protection of the environment and human health, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone Target nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to StoneTarget’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or Target for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Stone Target nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of StoneTarget, any other communication alleging or concerning any material violation by Stone Target or any of its Subsidiaries of, or responsibility or liability of Stone Target or any of its Subsidiaries under, any Environmental Law. There are no pending orpending, or to the knowledge of StoneTarget, threatened threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone Target or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone Target have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone Target and its Subsidiaries are in possession of have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Stone Target and its SubsidiariesSubsidiaries as currently conducted; there are no pending or, to the knowledge of StoneTarget, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Stone Target does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to StoneTarget’s knowledge, all offsite locations where Stone Target or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone Target or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to StoneTarget’s knowledge, threatened to be asserted against Stone Target or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone Target or its Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Plains Exploration & Production Co)
Environmental Liability. Except as set forth in Section 4.12 of the Stone OEI Disclosure Schedule or as could not reasonably be expected to result in liabilities that have a Stone Material Adverse EffectSchedule:
(a) The businesses of Stone OEI and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, conditions and legal requirements, including the common law and without limitation the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “"Environmental Laws”").
(b) Neither Stone OEI nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “"Hazardous Substances”)") at any of its properties or facilities, except in material compliance with all Environmental Laws, and, to Stone’s OEI's knowledge, no generation, treatment, manufacture, processing, distribution, use, treatment, handling, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone OEI or any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Stone OEI nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of StoneOEI, any other communication alleging or concerning any material violation by Stone OEI or any of its Subsidiaries of, or responsibility or liability of Stone OEI or any of its Subsidiaries under, any Environmental Law. There are no pending orpending, or to the knowledge of StoneOEI, threatened threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone OEI or any of its Subsidiaries alleging or concerning any material violation of, of or responsibility or liability under, under any Environmental LawLaw that, if adversely determined, could reasonably be expected to have an OEI Material Adverse Effect, nor does Stone OEI have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone OEI and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar type authorizations from all Governmental Authorities under all Environmental Laws required for with respect to the operation of the businesses of Stone OEI and its Subsidiaries; there are no pending or, to the knowledge of StoneOEI, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Stone OEI does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Stone’s knowledgethe knowledge of OEI, all offsite off-site locations where Stone OEI or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances pollutants, contaminants, hazardous wastes or toxic substances are licensed and operating disposal sites as required by law law, (ii) to OEI's knowledge, all underground storage tanks, and the operating status, capacity and contents of such tanks, located on any property owned, leased or operated by OEI or any of its Subsidiaries are identified in Section 4.12 of the OEI Disclosure Schedule and (iiiii) no polychlorinated biphenyls (“"PCBs”), PCB-") or PCB- containing items, asbestos-containing materials, or radioactive materials items are used or stored at any property owned, leased or operated by Stone OEI or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No There has been no discharge, release or disposal at any of the properties owned or operated by OEI, its Subsidiaries, or a predecessor in interest, or to the knowledge of OEI, at any disposal or treatment facility which received Hazardous Substances generated by OEI, its Subsidiaries, or any predecessor in interest which could reasonably be expected to result in liabilities that have an OEI Material Adverse Effect.
(g) To OEI's knowledge, no pending claims have been asserted or, to Stone’s knowledge, or threatened to be asserted against Stone OEI or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone OEI or its Subsidiaries at property owned or operated by OEI or its Subsidiaries, except as could not reasonably be expected to result in liabilities that have an OEI Material Adverse Effect.
Appears in 1 contract
Environmental Liability. Except as set forth in Section 4.12 To the knowledge of the Stone Disclosure Schedule PHC, NHS or as could not reasonably be expected to result in liabilities that have a Stone Material Adverse Effectany Subsidiary:
(a) The businesses of Stone NHS and its Subsidiaries have each Subsidiary has been and are is operated in material compliance with all applicable statutory or regulatory requirements of all federal, international, state and local environmental protection, governmental authorities with jurisdiction over the environment or over workplace health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standardsafety, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone neither NHS nor any of its Subsidiaries Subsidiary has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport release or handling disposal of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), substances except in material compliance accordance with all Environmental Laws, and, to Stone’s knowledge, no such statutes and regulations as they existed at the time of such generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, release or disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or any of its Subsidiaries except in material compliance with all Environmental Laws.
(cb) Neither Stone PHC, NHS nor any of its Subsidiaries Subsidiary has received any written notice from any Governmental Authority or third party or, to the best knowledge of StonePHC, NHS or any Subsidiary, any other communication communication, from any governmental authority alleging or concerning any material violation by Stone NHS or any of its Subsidiaries Subsidiary of, or responsibility or liability of Stone NHS or any of its Subsidiaries underSubsidiary, any Environmental Lawstatute or regulation relating to the environment. There are no pending oror threatened, to the knowledge of Stone, threatened claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone NHS or any of its Subsidiaries Subsidiary alleging or concerning any material violation of, of or responsibility or liability under, under any Environmental Lawstatutes or regulations relating to the environment, nor does Stone PHC, NHS or any Subsidiary have any knowledge of any fact or condition that could which might reasonably be expected to give rise to such a claim, suit, action, proceeding or investigation.
(dc) Stone and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Stone and its Subsidiaries; there There are no pending or, to the knowledge of Stone, or threatened actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permitspermits and licenses; nor does PHC, licenses, registrations and authorizations; and Stone does not NHS or any Subsidiary have knowledge of any fact or condition that is which might reasonably likely be expected to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationspermits or licenses if such revocation or denial would constitute a Material Adverse Event.
(e) Without in any way limiting the generality of the foregoing, (i) to Stone’s knowledge, all offsite locations where Stone or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Stone’s knowledge, threatened to be asserted against Stone or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone or its Subsidiaries.
Appears in 1 contract
Sources: Stock Purchase Agreement (Pioneer Financial Services Inc /De)
Environmental Liability. Except as set forth in Section 4.12 5.12 of the Stone Bellwether Disclosure Schedule or as could not reasonably be expected to result in liabilities that have a Stone Material Adverse EffectSchedule:
(a) The businesses of Stone Bellwether and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone Bellwether nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products Hazardous Substances at any of its properties or any substance regulated under any Environmental Law (together, “Hazardous Substances”)facilities, except in material compliance with all Environmental Laws, and, to Stone’s Bellwether's knowledge, no generation, treatment, manufacture, processing, distribution, use, treatment, handling, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone Bellwether or any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Stone Bellwether nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of StoneBellwether, any other communication alleging or concerning any material violation by Stone Bellwether or any of its Subsidiaries of, or responsibility or liability of Stone Bellwether or any of its Subsidiaries under, any Environmental LawLaw (or as regards environmental conditions under the common law). There are no pending orpending, or to the knowledge of StoneBellwether, threatened threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone Bellwether or any of its Subsidiaries alleging or concerning any material violation of, of or responsibility or liability under, under any Environmental LawLaw (or as regards environmental conditions under the common law) that, if adversely determined, could reasonably be expected to have a Bellwether Material Adverse Effect, nor does Stone Bellwether have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone Bellwether and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar type authorizations from from, and have filed all material notices and registrations with, all Governmental Authorities under all Environmental Laws required for with respect to the operation of the businesses of Stone Bellwether and its Subsidiaries; there are no pending or, to the knowledge of StoneBellwether, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, licenses registrations and authorizations; and Stone Bellwether does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Stone’s knowledgethe knowledge of Bellwether, all offsite locations where Stone Bellwether or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Stone’s knowledge, threatened to be asserted against Stone or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone or its Subsidiaries.has
Appears in 1 contract
Environmental Liability. Except as set forth in Section 4.12 To the knowledge of the Stone Disclosure Schedule PHC, NHS or as could not reasonably be expected to result in liabilities that have a Stone Material Adverse Effectany Subsidiary:
(a) The businesses of Stone NHS and its Subsidiaries each Subsidiary have been and are operated in material compliance with all applicable statutory or regulatory requirements of all federal, international, state and local environmental protection, governmental authorities with jurisdiction over the environment or over workplace health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standardsafety, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone neither NHS nor any of its Subsidiaries has Subsidiary have caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport release or handling disposal of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), substances except in material compliance accordance with all Environmental Laws, and, to Stone’s knowledge, no such statutes and regulations as they existed at the time of such generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, release or disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or any of its Subsidiaries except in material compliance with all Environmental Laws.
(cb) Neither Stone PHC, NHS nor any of its Subsidiaries Subsidiary has received any written notice from any Governmental Authority or third party or, to the best knowledge of StonePHC, NHS or any Subsidiary, any other communication communication, from any governmental authority alleging or concerning any material violation by Stone NHS or any of its Subsidiaries Subsidiary of, or responsibility or liability of Stone NHS or any of its Subsidiaries underSubsidiary, any Environmental Lawstatute or regulation relating to the environment. There are no pending oror threatened, to the knowledge of Stone, threatened claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone NHS or any of its Subsidiaries Subsidiary alleging or concerning any material violation of, of or responsibility or liability under, under any Environmental Lawstatutes or regulations relating to the environment, nor does Stone PHC, NHS or any Subsidiary have any knowledge of any fact or condition that could which might reasonably be expected to give rise to such a claim, suit, action, proceeding or investigation.
(dc) Stone and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Stone and its Subsidiaries; there There are no pending or, to the knowledge of Stone, or threatened actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permitspermits and licenses; nor does PHC, licenses, registrations and authorizations; and Stone does not NHS or any Subsidiary have knowledge of any fact or condition that is which might reasonably likely be expected to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationspermits or licenses if such revocation or denial would constitute a Material Adverse Event.
(e) Without in any way limiting the generality of the foregoing, (i) to Stone’s knowledge, all offsite locations where Stone or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Stone’s knowledge, threatened to be asserted against Stone or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone or its Subsidiaries.
Appears in 1 contract
Sources: Stock Purchase Agreement (United Payors & United Providers Inc)
Environmental Liability. Except as set forth in Section 4.12 5.12 of the Stone Parent Disclosure Schedule or as could not reasonably be expected to result in liabilities that have a Stone Parent Material Adverse Effect:
(a) The businesses of Stone Parent and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to StoneParent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Stone Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of StoneParent, any other communication alleging or concerning any material violation by Stone Parent or any of its Subsidiaries of, or responsibility or liability of Stone Parent or any of its Subsidiaries under, under any Environmental Law. There are no pending orpending, or to the knowledge of StoneParent, threatened threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone Parent and its Subsidiaries are in possession of have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Stone Parent and its SubsidiariesSubsidiaries as currently conducted; there are no pending or, to the knowledge of StoneParent, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Stone Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to StoneParent’s knowledge, all offsite locations where Stone Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) to Parent’s knowledge, no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to StoneParent’s knowledge, threatened to be asserted against Stone Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone Parent or its Subsidiaries.
Appears in 1 contract
Environmental Liability. Except as set forth in Section 4.12 of the Stone Company Disclosure Schedule or as could would not reasonably be expected to result in liabilities that have a Stone Company Material Adverse Effect:
(a) The businesses of Stone the Company and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone the Company nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to Stonethe Company’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or the Company for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Stone As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of Stonethe Company, any other communication alleging or concerning any material violation by Stone the Company or any of its Subsidiaries of, or responsibility or liability of Stone the Company or any of its Subsidiaries under, any Environmental Law. There As of the date of this Agreement, there are no pending or, to the knowledge of Stonethe Company, threatened threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone the Company or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone The Company and its Subsidiaries are in possession of have obtained and are in compliance in all material respects with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities Permits under all Environmental Laws required for the operation of the businesses of Stone the Company and its SubsidiariesSubsidiaries as currently conducted; as of the date of this Agreement there are no pending or, to the knowledge of Stonethe Company, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationsPermits; and Stone as of the date of this Agreement the Company does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationsPermits.
(e) Without in any way limiting the generality of the foregoing, as of the date of this Agreement (i) to Stonethe Company’s knowledge, all offsite locations where Stone the Company or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone the Company or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No As of the date of this Agreement, no claims have been asserted or, to Stonethe Company’s knowledge, threatened to be asserted against Stone the Company or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone the Company or its Subsidiaries.
Appears in 1 contract
Environmental Liability. Except as set forth in Section 4.12 the Parent SEC Reports filed and publicly available prior to the date of the Stone Disclosure Schedule or as could this Agreement and except for matters that would not reasonably be expected to result in liabilities that have a Stone Parent Material Adverse Effect:
(a) a. The businesses of Stone Parent and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) b. Neither Stone Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products Hazardous Substances at any of its properties or any substance regulated under any Environmental Law (together, “Hazardous Substances”), facilities except in material compliance with all Environmental Laws, and, to Stone’s Parent's knowledge, no generation, treatment, manufacture, processing, distribution, use, treatment, handling, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone Parent or any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) c. Neither Stone Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of StoneParent, any other communication alleging or concerning any material violation by Stone Parent or any of its Subsidiaries of, or responsibility or liability of Stone Parent or any of its Subsidiaries under, any Environmental Law. There are no pending orpending, or to the knowledge of StoneParent, threatened threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone Parent or any of its Subsidiaries alleging or concerning any material violation of, of or responsibility or liability under, under any Environmental LawLaw that, if adversely determined, could reasonably be expected to have a Parent Material Adverse Effect, nor does Stone Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone d. Parent and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar type authorizations from all Governmental Authorities under all Environmental Laws required for with respect to the operation of the businesses of Stone Parent and its Subsidiaries; there are no pending or, to the knowledge of StoneParent, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, licenses registrations and authorizations; and Stone Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without e. There has been no discharge, release or disposal by Parent or its Subsidiaries or, to Parent's knowledge, any predecessor in interest at any way limiting the generality of the foregoing, (i) to Stone’s knowledge, all offsite locations where Stone or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased properties owned or operated by Stone Parent, its Subsidiaries, or a predecessor in interest, or to the knowledge of Parent, at any disposal or treatment facility which received Hazardous Substances generated by Parent, its Subsidiaries, or any of its Subsidiaries except predecessor in material compliance with Environmental Lawsinterest which could reasonably be expected to have a Parent Material Adverse Effect.
(f) No f. To Parent's knowledge, no pending claims have been asserted or, to Stone’s knowledge, or threatened to be asserted against Stone Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone Parent or its Subsidiaries at property owned or operated by Parent or its Subsidiaries, except as could not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Environmental Liability. Except as set forth in Section 4.12 (i) Each of the Stone Disclosure Schedule or as could not reasonably be expected to result in liabilities that have a Stone Material Adverse Effect:
(a) The businesses of Stone Parent and its Subsidiaries have been and are operated is in material compliance with all applicable federalfederal and state laws and regulations relating to pollution or protection of the environment (including without limitation, internationallaws and regulations relating to emissions, state discharges, releases and local environmental protectionthreatened releases of Hazardous Materials (as hereinafter defined)), health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including otherwise relating to the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, treatment, storage, discharge, release, disposal, transport or handling by each of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to Stone’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or any of Parent and its Subsidiaries except in material compliance with all Environmental Laws.of Hazardous Materials;
(cii) Neither Stone nor any of its Subsidiaries has received any written There is no suit, claim, action, proceeding, investigation or notice from any Governmental Authority or third party or, to the knowledge of Stone, any other communication alleging or concerning any material violation by Stone or any of its Subsidiaries of, or responsibility or liability of Stone or any of its Subsidiaries under, any Environmental Law. There are no pending or, to the knowledge of StoneParent, threatened claims, suits, actions, proceedings (or investigations with respect to the businesses past or operations of Stone present actions or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Stone and its Subsidiaries; there are no pending orevents that, to the knowledge of StoneParent, could form the basis of any such suit, claim, action, proceeding, investigation or notice), in which Parent or any Subsidiary of Parent has been or, with respect to threatened suits, claims, actions, proceedings proceedings, investigations or investigations alleging violations of notices may be, named as a defendant (x) for alleged material noncompliance (including by any predecessor) with any environmental law, rule or seeking regulation or (y) relating to modify, revoke any material release or deny renewal threatened release into the environment of any of such approvalsHazardous Material, permits, licenses, registrations and authorizations; and Stone does not have knowledge of any fact occurring at or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Stone’s knowledge, all offsite locations where Stone or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property on a site owned, leased or operated by Stone Parent or any Subsidiary of Parent, or to the knowledge of Parent, relating to any material release or threatened release into the environment of any Hazardous Material, occurring at or on a site not owned, leased or operated by Parent or any Subsidiary of Parent;
(iii) During the period of Parent's or any of its Subsidiaries' ownership or operation of any of its properties, there has not been any material release by Parent or any of its Subsidiaries except in material compliance with Environmental Laws.of Hazardous Materials in, on, under or affecting any such property;
(fiv) No claims have been asserted orTo the knowledge of Parent, neither Parent nor any Subsidiary of Parent has made or participated in any loan to Stone’s knowledgeany person who is subject to any suit, claim, action, proceeding, investigation or notice, pending or threatened, with respect to (i) any alleged material noncompliance as to any property securing such loan with any environmental law, rule or regulation or (ii) the release or the threatened to be asserted against Stone release into the environment of any Hazardous Material at a site owned, leased or its Subsidiaries for operated by such person on any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone or its Subsidiariessecuring such loan.
Appears in 1 contract
Sources: Merger Agreement (BSB Bancorp Inc)
Environmental Liability. Except as set forth in Section 4.12 5.12 of the Stone Parent Disclosure Schedule or as could not reasonably be expected to result in liabilities that have a Stone Parent Material Adverse Effect:
(a) The businesses of Stone Parent and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to StoneParent’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Stone Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of StoneParent, any other communication alleging or concerning any material violation by Stone Parent or any of its Subsidiaries of, or responsibility or liability of Stone Parent or any of its Subsidiaries under, any Environmental Law. There are no pending orpending, or to the knowledge of StoneParent, threatened threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone Parent and its Subsidiaries are in possession of have obtained and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Stone Parent and its SubsidiariesSubsidiaries as currently conducted; there are no pending or, to the knowledge of StoneParent, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Stone Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to StoneParent’s knowledge, all offsite locations where Stone Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to StoneParent’s knowledge, threatened to be asserted against Stone Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone Parent or its Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Plains Exploration & Production Co)
Environmental Liability. Except as set forth in Section 4.12 5.12 of the Stone Parent Disclosure Schedule or as could not reasonably be expected to result in liabilities that have a Stone Parent Material Adverse Effect:
(a) The businesses of Stone Parent and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone Parent nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to Stone’s Parent's knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or Parent for any of its Subsidiaries except in material compliance with all Environmental Laws.
(c) Neither Stone Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the knowledge of StoneParent, any other communication alleging or concerning any material violation by Stone Parent or any of its Subsidiaries of, or responsibility or liability of Stone Parent or any of its Subsidiaries under, any Environmental Law. There are no pending orpending, or to the knowledge of StoneParent, threatened threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone Parent or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone Parent have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.
(d) Stone Parent and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Stone Parent and its Subsidiaries; there are no pending or, to the knowledge of StoneParent, threatened threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Stone Parent does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Stone’s Parent's knowledge, all offsite locations where Stone Parent or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone Parent or any of its Subsidiaries except in material compliance with Environmental Laws.
(f) No claims have been asserted or, to Stone’s Parent's knowledge, threatened to be asserted against Stone Parent or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone Parent or its Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Plains Exploration & Production Co)
Environmental Liability. Except as set forth in Section 4.12 3.31 of the Stone Shareholder and Company Disclosure Schedule Letter and except as would not, individually or as could not reasonably be expected to result in liabilities that the aggregate, have a Stone Company Material Adverse Effect, to the Knowledge of the Shareholder and the Company:
(a) The businesses neither the Company nor any Company Subsidiary is in violation of Stone and its Subsidiaries have been and are operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, and legal requirements, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive any Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).Law;
(b) Neither Stone nor any of its the Company and the Company Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except have obtained and are in material compliance with all material permits, authorizations, licenses or similar approvals required under Environmental Laws, and, to Stone’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or any of its Subsidiaries except in material compliance with all Environmental Laws.;
(c) there are no administrative, regulatory, or judicial actions or proceedings, suits, demands, claims, liens, notices of noncompliance or violation, investigations, requests for information, consent orders, consent judgments or consent agreements pending, or to the Knowledge of the Company or the Shareholder, threatened against the Company or any Company Subsidiary relating to Environmental Laws or Hazardous Materials. Neither Stone the Company, any Company Subsidiary nor any of its Subsidiaries has the Shareholder have received any written claim, demand or notice from any Governmental Authority or third party or, to the knowledge of Stone, any other communication alleging or concerning any material violation by Stone or any of its Subsidiaries of, or responsibility or liability of Stone or any of its Subsidiaries under, any Environmental Law. There are no pending or, to the knowledge of Stone, threatened claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Stone or any of its Subsidiaries alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation.;
(d) Stone neither the Company nor any Company Subsidiary has any liability for response costs, corrective action costs, personal injury, property damage, natural resource damages or any investigative or remedial obligations, associated with any Hazardous Materials pursuant to any Environmental Law and its Subsidiaries are in possession the real property owned or leased by the Company or any Company Subsidiary has not been listed or proposed for listing on the National Priorities List established by the United States Environmental Protection Agency, or any similar federal or state list;
(e) no Hazardous Material is present or at any time has been stored, treated, recycled, released, used, generated, handled, disposed of or discharged on, about, from or affecting any of the real property owned or leased by the Company or any Company Subsidiary except for Hazardous Materials that have been used, maintained and are disposed of in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Stone and its Subsidiaries; there are no pending or, to the knowledge of Stone, threatened actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Stone does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.
(e) Without in any way limiting the generality of the foregoing, (i) to Stone’s knowledge, all offsite locations where Stone or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone or any of its Subsidiaries except in material compliance with Environmental Laws.; and
(f) No claims have been asserted orthe Company has delivered to the Parent true and complete copies of all engineering and environmental reports and studies, and all other reports, evaluations and assessments, if any, relating to Stone’s knowledgeany of the real property owned or leased by the Company or any Company Subsidiary and/or any matter referred to in this Section 3.31 in the control, threatened to be asserted against Stone possession, or its custody of the Company, any of the Company Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone or its Subsidiariesthe Shareholder.
Appears in 1 contract
Environmental Liability. Except as set forth in Section 4.12 2.10 of the Stone Breitling Disclosure Schedule or as could would not reasonably be expected to result in liabilities that have a Stone Breitling Material Adverse Effect:
(a) The businesses of Stone and its Subsidiaries have Business has been and are is operated in material compliance with all applicable federal, international, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, standard, standards and legal requirementsrequirements relating to the protection of the environment and human health, including the common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, Act and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “Environmental Laws”).
(b) Neither Stone nor any of its Subsidiaries Breitling has not caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to StoneBreitling’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Stone or any of its Subsidiaries Breitling except in material compliance with all Environmental Laws.
(c) Neither Stone nor any As of its Subsidiaries the date of this Agreement, Breitling has not received any written notice from any Governmental Authority or third party or, to the knowledge of StoneBreitling, any other communication alleging or concerning any material violation by Stone or any of its Subsidiaries Breitling of, or responsibility or liability of Stone or any of its Subsidiaries Breitling under, any Environmental Law. There As of the date of this Agreement, there are no pending or, to the knowledge of StoneBreitling, threatened claimsthreatened, suits, actions, proceedings or investigations Legal Proceedings with respect to the businesses or operations of Stone or any of its Subsidiaries Breitling alleging or concerning any material violation of, or responsibility or liability under, any Environmental Law, nor does Stone Breitling have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigationLegal Proceeding.
(d) Stone Breitling has obtained and its Subsidiaries are in possession of and are is in compliance in all material respects with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities Permits under all Environmental Laws required for the operation of the businesses Business as currently conducted; as of Stone and its Subsidiaries; the date of this Agreement, there are no pending or, to the knowledge of StoneBreitling, threatened actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationsPermits; and Stone as of the date of this Agreement, Breitling does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizationsPermits.
(e) Without in any way limiting the generality of the foregoing, as of the date of this Agreement: (i) to StoneBreitling’s knowledge, all offsite locations where Stone or any of its Subsidiaries Breitling has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Stone or any of its Subsidiaries Breitling except in material compliance with Environmental Laws.
(f) No As of the date of this Agreement, no claims have been asserted or, to StoneBreitling’s knowledge, threatened to be asserted against Stone or its Subsidiaries Breitling for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, handled, generated, transported or disposed by Stone or its SubsidiariesBreitling.
Appears in 1 contract
Sources: Asset Purchase Agreement (Bering Exploration, Inc.)