Environmental Liability. There are no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, or governmental investigations, requests for information or notices of violation of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company or any of the Company Subsidiaries, of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation, permit or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), which liability or obligation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. To the knowledge of the Company, there is no reasonable basis for any such proceeding, claim, action, investigation or remediation that would impose any liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of the Company Subsidiaries is subject to any agreement, order, judgment, decree, directive or Lien by or with any Governmental Entity or third party with respect to any environmental liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect 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 are are, and have been, no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigationsinvestigations pending or, requests for information or notices of violation to Seller’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company Seller or any a Subsidiary of the Company Subsidiaries, Seller of any liability or obligation arising under common law law, under any lease or sublease, or under any foreign, local, state or federal environmental statute, regulation, permit ordinance or ordinance Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA")amended, which liability or obligation wouldhas had or would reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. To the knowledge of the CompanySeller, there is no reasonable basis for any such proceeding, claim, action, action or governmental investigation or remediation that would impose any liability or obligation that wouldwould be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. Neither the Company Seller nor any a Subsidiary of the Company Subsidiaries is Seller is, or has been, subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity Authority or third party imposing any liability or obligation with respect to any environmental liability or obligation the foregoing that wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect.
Appears in 3 contracts
Sources: Merger Agreement (Kenexa Corp), Merger Agreement (Kenexa Corp), Merger Agreement (Kenexa Corp)
Environmental Liability. There are are, and have been, no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigationsinvestigations pending or, requests for information or notices of violation to the Seller’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company or any of the Company Subsidiaries, Seller of any liability or obligation arising under common law law, under any lease or sublease, or under any foreign, local, state or federal environmental statute, regulation, permit ordinance or ordinance Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA")amended, pending or threatened against the Seller, which liability or obligation wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. To the knowledge of the CompanySeller, there is no reasonable basis for any such proceeding, claim, action, action or governmental investigation or remediation that would impose any liability or obligation that wouldwould be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. Neither the Company nor any of the Company Subsidiaries The Seller is not, and has not been, subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity Authority or third party imposing any liability or obligation with respect to any environmental liability or obligation the foregoing that wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Sources: Merger Agreement (Digitas Inc), Merger Agreement (Digitas Inc)
Environmental Liability. There are no pending or, to the knowledge of the Company, threatened legal, administrative, ----------------------- arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigations, requests for information or notices of violation investigations of any nature seeking to impose, or that are could reasonably likely to result in the impositionimposition of, on the Company Virata or any of the Company its Subsidiaries, of any liability or obligation arising under common law or under any localU.S. federal, state or federal local environmental statute, regulationregulation or ordinance, permit including CERCLA, pending or, to the knowledge of Virata, threatened, against Virata or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act any of 1980, as amended ("CERCLA")its Subsidiaries, which liability or obligation wouldobligation, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the CompanyVirata. To the knowledge of the CompanyVirata, there is no reasonable basis for any such proceeding, claim, action, action or governmental investigation or remediation that would impose any liability or obligation that wouldthat, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the CompanyVirata. Neither the Company Virata nor any of the Company its Subsidiaries is subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity or third party imposing any liability or obligation with respect to any environmental liability or obligation that wouldthe foregoing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the CompanyVirata.
Appears in 2 contracts
Sources: Merger Agreement (Virata Corp), Agreement and Plan of Merger (Virata Corp)
Environmental Liability. There are are, and have been, no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigationsinvestigations pending or, requests for information or notices of violation to Seller’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company Seller or any of the Company Subsidiaries, its Subsidiaries of any liability or obligation arising under common law law, under any lease or sublease, or under any foreign, local, state or federal environmental statute, regulation, permit ordinance or ordinance Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA")amended, which liability or obligation wouldhas had or would reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. To the knowledge of the CompanySeller, there is no reasonable basis for any such proceeding, claim, action, action or governmental investigation or remediation that would impose any liability or obligation that wouldwould be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. Neither the Company Seller nor any of the Company its Subsidiaries is is, or has been, subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity Authority or third party imposing any liability or obligation with respect to any environmental liability or obligation the foregoing that wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Sources: Merger Agreement (BladeLogic, Inc.), Merger Agreement (BMC Software Inc)
Environmental Liability. There are no pending or, to the knowledge of the CompanyNextel, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, or governmental investigations, requests for information or notices of violation of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company Nextel or any of the Company Nextel Subsidiaries, of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation, permit or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), which liability or obligation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyNextel. To the knowledge of the CompanyNextel, there is no reasonable basis for any such proceeding, claim, action, investigation or remediation that would impose any liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyNextel. Neither the Company Nextel nor any of the Company Nextel Subsidiaries is subject to any agreement, order, judgment, decree, directive or Lien by or with any Governmental Entity or third party with respect to any environmental liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyNextel.
Appears in 2 contracts
Sources: Merger Agreement (Sprint Corp), Merger Agreement (Nextel Communications Inc)
Environmental Liability. There are no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigations, requests for information or notices of violation investigations of any nature seeking to impose, or that are could reasonably likely to result in the imposition, on the Company or any of the Company Subsidiaries, Orchard of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation, permit regulation or ordinance including including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("“CERCLA"”), pending or, to the Knowledge of the Orchard, threatened against the Orchard, which liability or obligation wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyOrchard. To the knowledge Knowledge of the CompanyOrchard, there is no reasonable basis for any such proceeding, claim, action, action or governmental investigation or remediation that would impose any liability or obligation on the Orchard or any Orchard Subsidiary that wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyOrchard. Neither the Company nor any of the Company Subsidiaries The Orchard is not subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any liability or obligation with respect to any environmental liability or obligation the foregoing that wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyOrchard.
Appears in 2 contracts
Sources: Merger Agreement (Digital Music Group, Inc.), Agreement and Plan of Merger (Dimensional Associates, LLC)
Environmental Liability. Except 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 complied in the last seven years, with all Environmental Laws. There are no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigations, requests for information or notices of violation investigations of any nature seeking to impose, or that are could reasonably likely to result in the imposition, on the Company Umpqua or any of the Company Subsidiaries, its Subsidiaries of any liability or obligation arising under common law any applicable Environmental Law, pending or under any local, state or federal environmental statute, regulation, permit or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA")threatened against Umpqua, which liability or obligation wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyUmpqua. To the knowledge of the CompanyUmpqua, there is no reasonable basis for any such proceeding, claim, action, cause of action or investigation or remediation that would impose any liability or obligation arising under any applicable Environmental Law that wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyUmpqua. Neither the Company nor any of the Company Subsidiaries Umpqua is not subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any court, Governmental Entity Entity, or third party imposing any liability or obligation arising under any applicable Environmental Law with respect to any environmental liability or obligation the foregoing that wouldwould reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyUmpqua.
Appears in 2 contracts
Sources: Merger Agreement (Umpqua Holdings Corp), Merger Agreement (Sterling Financial Corp /Wa/)
Environmental Liability. There are are, and have been, no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigationsinvestigations pending or, requests for information or notices of violation to Seller’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company Seller or any of the Company Subsidiaries, its Subsidiaries of any liability or obligation arising under common law law, under any lease or sublease, or under any foreign, local, state or federal environmental statute, regulation, permit ordinance or ordinance Law including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA")amended, which liability or obligation wouldhas had or would reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. To the knowledge of the CompanySeller, there is no reasonable basis for any such proceeding, claim, action, action or governmental investigation or remediation that would impose any liability or obligation that wouldwould be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. Neither the Company Seller nor any of the Company its Subsidiaries is is, or has been, subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity Authority or third party imposing any liability or obligation with respect to any environmental liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Companyforegoing.
Appears in 1 contract
Environmental Liability. There are no pending or, to the knowledge of the CompanySprint, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, or governmental investigations, requests for information or notices of violation of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company Sprint or any of the Company Sprint Subsidiaries, of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation, permit or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), which liability or obligation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySprint. To the knowledge of the CompanySprint, there is no reasonable basis for any such proceeding, claim, action, investigation or remediation that would impose any liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySprint. Neither the Company Sprint nor any of the Company Sprint Subsidiaries is subject to any agreement, order, judgment, decree, directive or Lien by or with any Governmental Entity or third party with respect to any environmental liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySprint.
Appears in 1 contract
Environmental Liability. There are no pending or, to the knowledge of the Company, threatened legal, ----------------------- administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, activities or governmental investigations, requests for information or notices of violation investigations of any nature seeking to impose, or that are could reasonably likely to result in the impositionimposition of, on the Company Virata or any of the Company its Subsidiaries, of any liability or obligation arising under common law or under any localU.S. federal, state or federal local environmental statute, regulationregulation or ordinance, permit including CERCLA, pending or, to the knowledge of Virata, threatened, against Virata or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act any of 1980, as amended ("CERCLA")its Subsidiaries, which liability or obligation wouldobligation, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the CompanyVirata. To the knowledge of the CompanyVirata, there is no reasonable basis for any such proceeding, claim, action, action or governmental investigation or remediation that would impose any liability or obligation that wouldthat, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the CompanyVirata. Neither the Company Virata nor any of the Company its Subsidiaries is subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity or third party imposing any liability or obligation with respect to any environmental liability or obligation that wouldthe foregoing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the CompanyVirata.
Appears in 1 contract
Sources: Merger Agreement (Globespan Inc/De)
Environmental Liability. There With respect to the Business, there are no pending or, to the knowledge of the Company, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, notices, private environmental investigations or remediation activities, activities or governmental investigations, requests for information investigations or notices of violation remediation activities of any nature seeking to impose, or that are would reasonably likely be expected to result in the imposition, on the Company or any of the Company Subsidiaries, Business of any liability or obligation material Liability arising under common law or under any localEnvironmental Law, state or federal environmental statutepending or, regulationto the knowledge of Seller, permit or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), which liability or obligation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Companythreatened. To the knowledge of the CompanySeller, there is no reasonable basis Basis for any such proceeding, claim, action, cause of action or private or governmental investigation or remediation that would impose any liability material Liability. None of Seller or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of the Company its Subsidiaries is subject to any agreement, order, judgment, decree, directive letter or Lien memorandum by or with any Governmental Entity Authority or third party imposing any Liability with respect to the foregoing or pursuant to which Seller or any environmental liability 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 obligation operated by the Seller or any of its Subsidiaries in connection with the Business that would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Companygive rise to any material violation of or liability under any Environmental Law.
Appears in 1 contract
Environmental Liability. There are no pending or, to the knowledge of the CompanySprint, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, or governmental investigations, requests for information or notices of violation of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company Sprint or any of the Company Sprint Subsidiaries, of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation, permit or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("“CERCLA"”), which liability or obligation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySprint. To the knowledge of the CompanySprint, there is no reasonable basis for any such proceeding, claim, action, investigation or remediation that would impose any liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySprint. Neither the Company Sprint nor any of the Company Sprint Subsidiaries is subject to any agreement, order, judgment, decree, directive or Lien by or with any Governmental Entity or third party with respect to any environmental liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySprint.
Appears in 1 contract
Sources: Merger Agreement (Sprint Corp)