Environmental Liability. There are, and have been, no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations pending or, to Seller’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Seller or a Subsidiary of Seller of any liability or obligation arising under common law, under any lease or sublease, or under any foreign, local, state or federal environmental statute, regulation, ordinance or Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, which liability or obligation has had or would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. To the knowledge of Seller, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect. Neither Seller nor a Subsidiary of Seller is, or has been, subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority or third party imposing any liability or obligation with respect to the foregoing that would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect.
Appears in 3 contracts
Sources: Merger Agreement (Kenexa Corp), Merger Agreement (Kenexa Corp), Merger Agreement (Kenexa Corp)
Environmental Liability. There areare no pending or, and have beento the knowledge of the Company, no threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities activities, or governmental investigations pending orinvestigations, to Seller’s knowledge, threatened, requests for information or notices of violation of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Seller the Company or a Subsidiary any of Seller the Company Subsidiaries, of any liability or obligation arising under common law, under any lease or sublease, law or under any foreign, local, state or federal environmental statute, regulation, permit or ordinance or Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedamended ("CERCLA"), which liability or obligation has had or would reasonably be expected to havewould, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on the Company. To the knowledge of Sellerthe Company, there is no reasonable basis for any such proceeding, claim, action action, investigation or governmental investigation remediation that would impose any liability or obligation that would be reasonably likely to havewould, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on the Company. Neither Seller the Company nor a Subsidiary any of Seller is, or has been, the Company Subsidiaries is subject to any agreement, order, judgment, decree, letter directive or memorandum Lien by or with any Governmental Authority Entity or third party imposing with respect to any environmental liability or obligation with respect to the foregoing that would reasonably be expected to havewould, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on the Company.
Appears in 3 contracts
Sources: Merger Agreement (R H Donnelley Corp), Merger Agreement (Dex Media West LLC), Merger Agreement (Dex Media Inc)
Environmental Liability. There areExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Umpqua, Umpqua and its Subsidiaries are in compliance, and have beencomplied in the last seven years, with all Environmental Laws. There are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations pending or, to Seller’s knowledge, threatened, of any nature seeking to impose, or that are could reasonably likely to result in the imposition, on Seller Umpqua or a Subsidiary any of Seller its Subsidiaries of any liability or obligation arising under common lawany applicable Environmental Law, under any lease pending or sublease, or under any foreign, local, state or federal environmental statute, regulation, ordinance or Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedthreatened against Umpqua, which liability or obligation has had or would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse EffectEffect on Umpqua. To the knowledge of SellerUmpqua, there is no reasonable basis for any such proceeding, claim, action, cause of action or governmental investigation that would impose any liability or obligation arising under any applicable Environmental Law that would reasonably be reasonably likely expected to have, either individually or in the aggregate, a Seller Material Adverse EffectEffect on Umpqua. Neither Seller nor a Subsidiary of Seller is, or has been, Umpqua is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, Governmental Authority Entity, or third party imposing any liability or obligation arising under any applicable Environmental Law with respect to the foregoing that would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse EffectEffect on Umpqua.
Appears in 2 contracts
Sources: Merger Agreement (Umpqua Holdings Corp), Merger Agreement (Sterling Financial Corp /Wa/)
Environmental Liability. There are, and have been, no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations pending or, to the Seller’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Seller or a Subsidiary of the Seller of any liability or obligation arising under common law, under any lease or sublease, or under any foreign, local, state or federal environmental statute, regulation, ordinance or Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, pending or threatened against the Seller, which liability or obligation has had or would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. To the knowledge of the Seller, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect. Neither The Seller nor a Subsidiary of Seller isis not, or and has not been, subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority or third party imposing any liability or obligation with respect to the foregoing that would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Digitas Inc), Merger Agreement (Digitas Inc)
Environmental Liability. There areare no pending or, and have beento the knowledge of Nextel, no threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities activities, or governmental investigations pending orinvestigations, to Seller’s knowledge, threatened, requests for information or notices of violation of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Seller Nextel or a Subsidiary any of Seller the Nextel Subsidiaries, of any liability or obligation arising under common law, under any lease or sublease, law or under any foreign, local, state or federal environmental statute, regulation, permit or ordinance or Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedCERCLA, which liability or obligation has had or would reasonably be expected to havewould, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Nextel. To the knowledge of SellerNextel, there is no reasonable basis for any such proceeding, claim, action action, investigation or governmental investigation remediation that would impose any liability or obligation that would be reasonably likely to havewould, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Nextel. Neither Seller Nextel nor a Subsidiary any of Seller is, or has been, the Nextel Subsidiaries is subject to any agreement, order, judgment, decree, letter directive or memorandum Lien by or with any Governmental Authority Entity or third party imposing with respect to any environmental liability or obligation with respect to the foregoing that would reasonably be expected to havewould, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Nextel.
Appears in 2 contracts
Sources: Merger Agreement (Sprint Corp), Merger Agreement (Nextel Communications Inc)
Environmental Liability. There are, and have been, are no legal, administrative, ----------------------- arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations pending or, to Seller’s knowledge, threatened, of any nature seeking to impose, or that are could reasonably likely to result in the impositionimposition of, on Seller Virata or a Subsidiary any of Seller of its Subsidiaries, any liability or obligation arising under common law, under any lease or sublease, law or under any foreign, localU.S. federal, state or federal local environmental statute, regulationregulation or ordinance, ordinance including CERCLA, pending or, to the knowledge of Virata, threatened, against Virata or Law including the Comprehensive Environmental Response, Compensation and Liability Act any of 1980, as amendedits Subsidiaries, which liability or obligation has had or would reasonably be expected to haveobligation, either individually or in the aggregate, would reasonably be expected to have a Seller Material Adverse EffectEffect on Virata. To the knowledge of SellerVirata, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be reasonably likely to havethat, individually or in the aggregate, would reasonably be expected to have a Seller Material Adverse EffectEffect on Virata. Neither Seller Virata nor a Subsidiary any of Seller is, or has been, its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority Entity or third party imposing any liability or obligation with respect to the foregoing that would reasonably be expected to havethat, either individually or in the aggregate, would reasonably be expected to have a Seller Material Adverse EffectEffect on Virata.
Appears in 2 contracts
Sources: Merger Agreement (Virata Corp), Agreement and Plan of Merger (Virata Corp)
Environmental Liability. There are, and have been, no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations pending or, to Seller’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Seller or a Subsidiary any of Seller its Subsidiaries of any liability or obligation arising under common law, under any lease or sublease, or under any foreign, local, state or federal environmental statute, regulation, ordinance or Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, which liability or obligation has had or would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. To the knowledge of Seller, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect. Neither Seller nor a Subsidiary any of Seller its Subsidiaries is, or has been, subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority or third party imposing any liability or obligation with respect to the foregoing that would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (BladeLogic, Inc.), Merger Agreement (BMC Software Inc)
Environmental Liability. There are, and have been, are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations pending or, to Seller’s knowledge, threatened, of any nature seeking to impose, or that are could reasonably likely to result in the imposition, on Seller or a Subsidiary of Seller the Orchard of any liability or obligation arising under common law, under any lease or sublease, law or under any foreign, local, state or federal environmental statute, regulationregulation or ordinance including, ordinance or Law including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedamended (“CERCLA”), pending or, to the Knowledge of the Orchard, threatened against the Orchard, which liability or obligation has had or would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse EffectEffect on the Orchard. To the knowledge Knowledge of Sellerthe Orchard, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation on the Orchard or any Orchard Subsidiary that would reasonably be reasonably likely expected to have, either individually or in the aggregate, a Seller Material Adverse EffectEffect on the Orchard. Neither Seller nor a Subsidiary of Seller is, or has been, The Orchard is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority court, governmental authority, regulatory agency or third party imposing any liability or obligation with respect to the foregoing that would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse EffectEffect on the Orchard.
Appears in 2 contracts
Sources: Merger Agreement (Digital Music Group, Inc.), Agreement and Plan of Merger (Dimensional Associates, LLC)
Environmental Liability. There are, and have been, are no legal, ----------------------- administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations pending or, to Seller’s knowledge, threatened, of any nature seeking to impose, or that are could reasonably likely to result in the impositionimposition of, on Seller Virata or a Subsidiary any of Seller of its Subsidiaries, any liability or obligation arising under common law, under any lease or sublease, law or under any foreign, localU.S. federal, state or federal local environmental statute, regulationregulation or ordinance, ordinance including CERCLA, pending or, to the knowledge of Virata, threatened, against Virata or Law including the Comprehensive Environmental Response, Compensation and Liability Act any of 1980, as amendedits Subsidiaries, which liability or obligation has had or would reasonably be expected to haveobligation, either individually or in the aggregate, would reasonably be expected to have a Seller Material Adverse EffectEffect on Virata. To the knowledge of SellerVirata, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be reasonably likely to havethat, individually or in the aggregate, would reasonably be expected to have a Seller Material Adverse EffectEffect on Virata. Neither Seller Virata nor a Subsidiary any of Seller is, or has been, its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority Entity or third party imposing any liability or obligation with respect to the foregoing that would reasonably be expected to havethat, either individually or in the aggregate, would reasonably be expected to have a Seller Material Adverse EffectEffect on Virata.
Appears in 1 contract
Sources: Merger Agreement (Globespan Inc/De)
Environmental Liability. There areare no pending or, and have beento the knowledge of Sprint, no threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities activities, or governmental investigations pending orinvestigations, to Seller’s knowledge, threatened, requests for information or notices of violation of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Seller Sprint or a Subsidiary any of Seller the Sprint Subsidiaries, of any liability or obligation arising under common law, under any lease or sublease, law or under any foreign, local, state or federal environmental statute, regulation, permit or ordinance or Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedamended ("CERCLA"), which liability or obligation has had or would reasonably be expected to havewould, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Sprint. To the knowledge of SellerSprint, there is no reasonable basis for any such proceeding, claim, action action, investigation or governmental investigation remediation that would impose any liability or obligation that would be reasonably likely to havewould, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Sprint. Neither Seller Sprint nor a Subsidiary any of Seller is, or has been, the Sprint Subsidiaries is subject to any agreement, order, judgment, decree, letter directive or memorandum Lien by or with any Governmental Authority Entity or third party imposing with respect to any environmental liability or obligation with respect to the foregoing that would reasonably be expected to havewould, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Sprint.
Appears in 1 contract
Environmental Liability. There areWith respect to the Business, and have been, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, notices, private environmental investigations or remediation activities or governmental investigations pending or, to Seller’s knowledge, threatened, or remediation activities of any nature seeking to impose, or that are would reasonably likely be expected to result in the imposition, on Seller or a Subsidiary of Seller the Business of any liability or obligation material Liability arising under common lawany Environmental Law, under any lease or subleasepending or, or under any foreignto the knowledge of Seller, local, state or federal environmental statute, regulation, ordinance or Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, which liability or obligation has had or would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effectthreatened. To the knowledge of Seller, there is no reasonable basis Basis for any such proceeding, claim, action, cause of action or private or governmental investigation that would impose any liability or obligation that would be reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effectmaterial Liability. Neither Seller nor a Subsidiary None of Seller is, or has been, any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority or third party imposing any liability or obligation Liability with respect to the foregoing or pursuant to which Seller or any of its Subsidiaries has agreed to assume any Liability of a third party under any Environmental Law. Seller and its Subsidiaries are and have for the past five (5) years been in material compliance with all applicable Environmental Laws. To the knowledge of the Seller, there are no conditions existing on any real property currently owned, leased or operated by the Seller or any of its Subsidiaries in connection with the Business that would reasonably be expected to have, either individually give rise to any material violation of or in the aggregate, a Seller Material Adverse Effectliability under any Environmental Law.
Appears in 1 contract
Environmental Liability. There areare no pending or, and have beento the knowledge of Sprint, no threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities activities, or governmental investigations pending orinvestigations, to Seller’s knowledge, threatened, requests for information or notices of violation of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Seller Sprint or a Subsidiary any of Seller the Sprint Subsidiaries, of any liability or obligation arising under common law, under any lease or sublease, law or under any foreign, local, state or federal environmental statute, regulation, permit or ordinance or Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedamended (“CERCLA”), which liability or obligation has had or would reasonably be expected to havewould, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Sprint. To the knowledge of SellerSprint, there is no reasonable basis for any such proceeding, claim, action action, investigation or governmental investigation remediation that would impose any liability or obligation that would be reasonably likely to havewould, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Sprint. Neither Seller Sprint nor a Subsidiary any of Seller is, or has been, the Sprint Subsidiaries is subject to any agreement, order, judgment, decree, letter directive or memorandum Lien by or with any Governmental Authority Entity or third party imposing with respect to any environmental liability or obligation with respect to the foregoing that would reasonably be expected to havewould, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Sprint.
Appears in 1 contract
Sources: Merger Agreement (Sprint Corp)
Environmental Liability. There are, and have been, no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations pending or, to Seller’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Seller or a Subsidiary any of Seller its Subsidiaries of any liability or obligation arising under common law, under any lease or sublease, or under any foreign, local, state or federal environmental statute, regulation, ordinance or Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, which liability or obligation has had or would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. To the knowledge of Seller, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect. Neither Seller nor a Subsidiary any of Seller its Subsidiaries is, or has been, subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority or third party imposing any liability or obligation with respect to the foregoing that would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effectforegoing.
Appears in 1 contract