Environmental Liability. (a) To ANNB’s knowledge, (i) ANNB and the ANNB Subsidiaries are in material compliance with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB or any of the ANNB Subsidiaries, that would reasonably be expected to result in a material Environmental Liability for ANNB or the ANNB Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party that would reasonably be expected to result in a material Environmental Liability for ANNB or the ANNB Subsidiaries, (iv) neither ANNB nor any of the ANNB Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, (v) neither ANNB nor any of the ANNB Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of ANNB or the ANNB Subsidiaries and (vi) ANNB has listed in Section 3.16 of the ANNB Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to ANNB, the ANNB Subsidiaries and any Owned Properties, Leased Properties or other currently operated real property of ANNB or any ANNB Subsidiary which were prepared in the last five years. (b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or protection of human health and safety, including, without limitation, those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.
Appears in 2 contracts
Sources: Merger Agreement (FNB Corp/Fl/), Merger Agreement (Annapolis Bancorp Inc)
Environmental Liability. (a) To ANNBCBI’s knowledgeKnowledge, (iA) ANNB CBI and the ANNB its Subsidiaries are in material compliance with applicable Environmental Laws, (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB CBI or any of the ANNB its Subsidiaries, that would reasonably be expected to could result in a material Environmental Liability for ANNB CBI or the ANNB its Subsidiaries, (iiiC) no Contamination exists at any real property currently owned by a third party that would reasonably be expected to could result in a material Environmental Liability for ANNB CBI or the ANNB its Subsidiaries, (ivD) neither ANNB CBI nor any of the ANNB its Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, (vE) neither ANNB CBI nor any of the ANNB its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to could result in a material Environmental Liability of ANNB CBI or the ANNB its Subsidiaries and (viF) ANNB CBI has listed set forth in Section 3.16 3.17 of the ANNB CBI Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to ANNBCBI, the ANNB its Subsidiaries and any Owned Properties, Leased Properties currently owned or other currently operated real property of ANNB or any ANNB Subsidiary CBI which were prepared in the last five years.
(b) As used in this Agreement, (iA) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment Environment or protection of human health and safety, including, without limitation, those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (iiB) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iiiC) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance and (ivD) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and an consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.
Appears in 2 contracts
Sources: Merger Agreement (Comm Bancorp Inc), Agreement and Plan of Merger (FNB Corp/Fl/)
Environmental Liability. (a) To ANNB’s knowledgeExcept as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its Subsidiaries, (i) ANNB HBI and the ANNB HBI Subsidiaries are in material compliance compliance, and since January 1, 2017 have complied, with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB HBI or any of the ANNB HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be expected likely to result in a material an Environmental Liability for ANNB HBI or the ANNB HBI Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party that would reasonably be expected likely to result in a material an Environmental Liability for ANNB HBI or the ANNB HBI Subsidiaries, (iv) neither ANNB HBI nor any of the ANNB HBI Subsidiaries has received any written notice, demand letter, claim or claim request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither ANNB HBI nor any of the ANNB HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected likely to result in a material an Environmental Liability of ANNB HBI or the ANNB Subsidiaries and (vi) ANNB HBI Subsidiaries. HBI has listed in Section 3.16 of the ANNB Disclosure Schedule and made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to ANNBHBI, the ANNB HBI Subsidiaries and any Owned Properties, Leased Properties currently owned or other currently operated real leased property of ANNB or any ANNB Subsidiary HBI which were prepared in the last five four (4) years.
(b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or protection of human health and safetysafety as it relates to Hazardous Substance exposure, including, without limitation, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.
Appears in 2 contracts
Sources: Merger Agreement (Howard Bancorp Inc), Merger Agreement (Howard Bancorp Inc)
Environmental Liability. (a) To ANNBBCSB’s knowledge, (i) ANNB BCSB and the ANNB BCSB Subsidiaries are in material compliance with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB BCSB or any of the ANNB BCSB Subsidiaries, that would reasonably be expected to result in a material Environmental Liability for ANNB BCSB or the ANNB BCSB Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party and currently leased by BCSB or the BCSB Subsidiaries that would reasonably be expected to result in a material Environmental Liability for ANNB BCSB or the ANNB BCSB Subsidiaries, (iv) neither ANNB BCSB nor any of the ANNB BCSB Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, (v) neither ANNB BCSB nor any of the ANNB BCSB Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of ANNB BCSB or the ANNB BCSB Subsidiaries and (vi) ANNB BCSB has listed in Section 3.16 of the ANNB BCSB Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to ANNBBCSB, the ANNB BCSB Subsidiaries and any Owned Properties, Properties or Leased Properties or other currently operated real property of ANNB or any ANNB Subsidiary which were prepared in the last five years.
(b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, or protection of the environment or protection of human health and safety, including, without limitation, those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous SubstancesContamination.
Appears in 2 contracts
Sources: Merger Agreement (BCSB Bancorp Inc.), Merger Agreement (FNB Corp/Fl/)
Environmental Liability. (a) To ANNBPVFC’s knowledge, (i) ANNB PVFC and the ANNB PVFC Subsidiaries are in material compliance with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB PVFC or any of the ANNB PVFC Subsidiaries, that would reasonably be expected to result in a material Environmental Liability for ANNB PVFC or the ANNB PVFC Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party and leased by PVFC or the PVFC Subsidiaries that would reasonably be expected to result in a material Environmental Liability for ANNB PVFC or the ANNB PVFC Subsidiaries, (iv) neither ANNB PVFC nor any of the ANNB PVFC Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, (v) neither ANNB PVFC nor any of the ANNB PVFC Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of ANNB PVFC or the ANNB PVFC Subsidiaries and (vi) ANNB PVFC has listed in Section 3.16 of the ANNB PVFC Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to ANNBPVFC, the ANNB PVFC Subsidiaries and any Owned Properties, Properties or Leased Properties or other currently operated real property of ANNB or any ANNB Subsidiary which were prepared in the last five years.
(b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or protection of human health and safety, including, without limitation, those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.
Appears in 2 contracts
Sources: Merger Agreement (PVF Capital Corp), Merger Agreement (FNB Corp/Fl/)
Environmental Liability. (a) To ANNBFNB’s knowledgeKnowledge, (iA) ANNB FNB and the ANNB its Subsidiaries are in material compliance with applicable Environmental Laws, (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB FNB or any of the ANNB its Subsidiaries, that would reasonably be expected to could result in a material Environmental Liability for ANNB FNB or the ANNB its Subsidiaries, (iiiC) no Contamination exists at any real property currently owned by a third party that would reasonably be expected to could result in a material Environmental Liability for ANNB FNB or the ANNB its Subsidiaries, (ivD) neither ANNB FNB nor any of the ANNB its Subsidiaries has received any written notice, demand letter, claim or claim request for information alleging any material violation of, or liability under, any Environmental Law, (vE) neither ANNB FNB nor any of the ANNB its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to could result in a material Environmental Liability of ANNB FNB or the ANNB its Subsidiaries and (viF) ANNB FNB has listed set forth in Section 3.16 of the ANNB FNB Disclosure Schedule and made available to FNB CBI copies of all environmental reports or studies, sampling data, correspondence and filings in its possession or relating to ANNBFNB, the ANNB its Subsidiaries and any Owned Properties, Leased Properties currently owned or other currently operated real property of ANNB or any ANNB Subsidiary FNB which were prepared in the last five years.
(b) As used in this AgreementThere are no legal, (i) the term “Environmental Laws” means collectivelyadministrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permitsnature seeking to impose, or other mandatesthat are reasonably likely to result in the imposition, on FNB of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, pending or threatened against FNB, which liability or obligation is reasonably likely to have, either individually or in the aggregate, a Governmental Entity relating Material Adverse Effect on FNB. To the knowledge of FNB, 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 Material Adverse Effect on FNB. FNB is not subject to any Hazardous Substanceagreement, Contaminationorder, protection of the environment judgment, decree, letter or protection of human health and safety, including, without limitation, those relating to emissions, discharges memorandum by or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by with any Governmental Entity under or third party imposing any Environmental Lawliability or obligation with respect to the foregoing that is reasonably likely to have, either individually or in the presence or existence of which gives rise to any Environmental Liabilityaggregate, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substancesa Material Adverse Effect on FNB.
Appears in 2 contracts
Sources: Merger Agreement (Comm Bancorp Inc), Agreement and Plan of Merger (FNB Corp/Fl/)
Environmental Liability. (a) To ANNBFNB’s knowledge, (i) ANNB FNB and the ANNB its Subsidiaries are in material compliance with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB FNB or any of the ANNB its Subsidiaries, that would reasonably be expected to could result in a material Environmental Liability for ANNB FNB or the ANNB its Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party that would reasonably be expected to could result in a material Environmental Liability for ANNB FNB or the ANNB its Subsidiaries, (iv) neither ANNB FNB nor any of the ANNB its Subsidiaries has received any written notice, demand letter, claim or claim request for information alleging any material violation of, or liability under, any Environmental Law, (v) neither ANNB FNB nor any of the ANNB its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to could result in a material Environmental Liability of ANNB FNB or the ANNB its Subsidiaries and (vi) ANNB FNB has listed in Section 3.16 4.16 of the ANNB FNB Disclosure Schedule (and made available to FNB PFC copies of of) all environmental reports or studies, sampling data, correspondence and filings in its possession or relating to ANNBFNB, the ANNB its Subsidiaries and any Owned Properties, Leased Properties currently owned or other currently operated real property of ANNB or any ANNB Subsidiary FNB which were prepared in the last five years.
(b) As used in this AgreementThere are no legal, (i) the term “Environmental Laws” means collectivelyadministrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permitsnature seeking to impose, or other mandatesthat are reasonably likely to result in the imposition, on FNB of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, pending or threatened against FNB, which liability or obligation is reasonably likely to have, either individually or in the aggregate, a Governmental Entity relating Material Adverse Effect on FNB. To the knowledge of FNB, 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 Material Adverse Effect on FNB. FNB is not subject to any Hazardous Substanceagreement, Contaminationorder, protection of the environment judgment, decree, letter or protection of human health and safety, including, without limitation, those relating to emissions, discharges memorandum by or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by with any Governmental Entity under or third party imposing any Environmental Lawliability or obligation with respect to the foregoing that is reasonably likely to have, either individually or in the presence or existence of which gives rise to any Environmental Liabilityaggregate, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substancesa Material Adverse Effect on FNB.
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Fl/)
Environmental Liability. (a) To ANNBMBI’s knowledge, (i) ANNB MBI and the ANNB MBI Subsidiaries are in compliance in all material compliance respects with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB MBI or any of the ANNB MBI Subsidiaries, or on any property in which MBI or any of the MBI Subsidiaries has held a security interest, Lien or a fiduciary or management role (“MBI Loan Property”) that would reasonably be expected likely to result in a material Environmental Liability for ANNB MBI or the ANNB MBI Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party that would reasonably be expected likely to result in a material Environmental Liability for ANNB MBI or the ANNB MBI Subsidiaries, (iv) neither ANNB MBI nor any of the ANNB MBI Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, (v) neither ANNB MBI nor any of the ANNB MBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of ANNB MBI or the ANNB Subsidiaries and MBI Subsidiaries, (vi) ANNB there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI or any of the MBI Subsidiaries, on any currently or formerly owned or operated property, or any MBI Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI or any of the MBI Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI Loan Property, and (vii) MBI has listed in Section 3.16 of the ANNB MBI Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to ANNBMBI, the ANNB MBI Subsidiaries and any Owned Properties, Leased Properties or other currently operated real property of ANNB or any ANNB Subsidiary MBI Loan Property which were prepared in the last five (5) years, and, solely with respect to the MBI Loan Properties, are material to MBI.
(b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or protection of human health and safety, including, without limitation, those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.
Appears in 1 contract
Sources: Merger Agreement
Environmental Liability. (a) To ANNBFNB’s knowledgeKnowledge, (iA) ANNB FNB and the ANNB its Subsidiaries are in material compliance with applicable Environmental Laws, ; (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB FNB or any of the ANNB its Subsidiaries, that would reasonably be expected to could result in a material Environmental Liability for ANNB FNB or the ANNB its Subsidiaries, ; (iiiC) no Contamination exists at any real property currently owned by a third party that would reasonably be expected to could result in a material Environmental Liability for ANNB FNB or the ANNB its Subsidiaries, ; (ivD) neither ANNB FNB nor any of the ANNB its Subsidiaries has received any written notice, demand letter, claim or claim request for information alleging any material violation of, or liability under, any Environmental Law, ; (vE) neither ANNB FNB nor any of the ANNB its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to could result in a material Environmental Liability of ANNB FNB or its Subsidiaries; (F) FNB has set forth in the ANNB Subsidiaries and (vi) ANNB has listed in Section 3.16 of the ANNB FNB Disclosure Schedule and made available to FNB IRGB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession or relating to ANNBFNB, the ANNB its Subsidiaries and any Owned Properties, Leased Properties currently owned or other currently operated real property of ANNB or any ANNB Subsidiary FNB which were prepared in the last five years.
(b) As used in this AgreementThere are no legal, (i) the term “Environmental Laws” means collectivelyadministrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permitsnature seeking to impose, or other mandatesthat are reasonably likely to result in the imposition, on FNB of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, pending or threatened against FNB, which liability or obligation is reasonably likely to have, either individually or in the aggregate, a Governmental Entity relating Material Adverse Effect on FNB. To the knowledge of FNB, 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 Material Adverse Effect on FNB. FNB is not subject to any Hazardous Substanceagreement, Contaminationorder, protection of the environment judgment, decree, letter or protection of human health and safety, including, without limitation, those relating to emissions, discharges memorandum by or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by with any Governmental Entity under or third party imposing any Environmental Lawliability or obligation with respect to the foregoing that is reasonably likely to have, either individually or in the presence or existence of which gives rise to any Environmental Liabilityaggregate, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substancesa Material Adverse Effect on FNB.
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Fl/)
Environmental Liability. Except as set forth in Schedule 7.29 hereto:
(a) To ANNB’s knowledge, (i) ANNB and the ANNB Subsidiaries are Neither CNB nor any CNB Subsidiary is in material compliance with applicable Environmental Lawsviolation of any judgment, (ii) no Contamination exceeding applicable cleanup standards decree, order, law, license, rule or remediation thresholds exists at any real propertyregulation pertaining to environmental matters, including buildings or other structures, currently or formerly owned or operated by ANNB or any of the ANNB Subsidiaries, that would reasonably be expected to result in a material Environmental Liability for ANNB or the ANNB Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party that would reasonably be expected to result in a material Environmental Liability for ANNB or the ANNB Subsidiaries, (iv) neither ANNB nor any of the ANNB Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, those arising under any Environmental Law, (v) neither ANNB nor any of the ANNB Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of ANNB or the ANNB Subsidiaries and (vi) ANNB has listed in Section 3.16 of the ANNB Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to ANNB, the ANNB Subsidiaries and any Owned Properties, Leased Properties or other currently operated real property of ANNB or any ANNB Subsidiary which were prepared in the last five years.
(b) Neither CNB, any CNB Subsidiary, nor, to the Knowledge of CNB and CNB Bank, any borrower of CNB or of any CNB Subsidiary has received notice that it has been identified by the United States Environmental Protection Agency as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B, nor has CNB or any CNB Subsidiary or, to the Knowledge of CNB or CNB Bank, any borrower of CNB or of any CNB Subsidiary received any notification that any Hazardous Substance that it has disposed of has been found at any site at which a federal or state agency is conducting a remedial investigation or other action pursuant to any Environmental Law.
(c) No portion of the CNB Real Estate has been used by CNB or any CNB Subsidiary for the handling, processing, storage or disposal of Hazardous Substances in a manner which violates any Environmental Laws and which would be reasonably likely to have a Material Adverse Effect on CNB. To the Knowledge of CNB and CNB Bank, any underground tank or other underground storage receptacle for Hazardous Substances located on any of the CNB Real Estate complies with applicable Environmental Laws. In the course of its activities, neither CNB nor any CNB Subsidiary has generated or is generating any hazardous waste on any of the CNB Real Estate in a manner which violates any Environmental Laws. There has been no material Release of Hazardous Substances by CNB or any CNB Subsidiary. In addition, to the Knowledge of CNB and CNB Bank, there have been no such Releases on, upon, or into any real property in the vicinity of any of the CNB Real Estate that, through soil or groundwater contamination, may be located on any of such CNB Real Estate.
(d) With respect to the Collateral Real Estate, neither CNB nor any CNB Subsidiary has since January 1, 1995 received notice from any borrower thereof or third party, and neither CNB nor CNB Bank has any Knowledge, that such borrower has generated or is generating any hazardous waste on any of the Collateral Real Estate in a manner which violates any Environmental Laws or that there has been any Release of Hazardous Substances by such borrower on, upon, or into any of the Collateral Real Estate, or that there has been any Release on, upon, or into any real property in the vicinity of any of the Collateral Real Estate that, through soil or groundwater contamination, may be located on any of such Collateral Real Estate.
(e) As used in this Agreementsection 7.29, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection each of the environment or protection of human health terms "CNB" and safety, including, without limitation, those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into "CNB Bank" includes the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, applicable entity and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous SubstancesPerson in which it has an interest.
Appears in 1 contract
Sources: Merger Agreement (NBT Bancorp Inc)
Environmental Liability. (a) To ANNBOBA’s knowledge, (i) ANNB OBA and the ANNB OBA Subsidiaries are in material compliance with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB OBA or any of the ANNB OBA Subsidiaries, that would reasonably be expected to result in a material Environmental Liability for ANNB OBA or the ANNB OBA Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party and currently leased by OBA or the OBA Subsidiaries that would reasonably be expected to result in a material Environmental Liability for ANNB OBA or the ANNB OBA Subsidiaries, (iv) neither ANNB OBA nor any of the ANNB OBA Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, (v) neither ANNB OBA nor any of the ANNB OBA Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of ANNB OBA or the ANNB OBA Subsidiaries and (vi) ANNB OBA has listed in Section 3.16 of the ANNB OBA Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to ANNBOBA, the ANNB OBA Subsidiaries and any Owned Properties, Properties or Leased Properties or other currently operated real property of ANNB or any ANNB Subsidiary which were prepared in the last five years.
(b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or protection of human health and safety, including, without limitation, those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.Hazardous
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Fl/)
Environmental Liability. (a) To ANNBIRGB’s knowledgeKnowledge, (iA) ANNB IRGB and the ANNB its Subsidiaries are in material compliance with applicable Environmental Laws, ; (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB IRGB or any of the ANNB its Subsidiaries, that would reasonably be expected to could result in a material Environmental Liability for ANNB IRGB or the ANNB its Subsidiaries, ; (iiiC) no Contamination exists at any real property currently owned by a third party that would reasonably be expected to could result in a material Environmental Liability for ANNB IRGB or the ANNB its Subsidiaries, ; (ivD) neither ANNB IRGB nor any of the ANNB its Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, ; (vE) neither ANNB IRGB nor any of the ANNB its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to could result in a material Environmental Liability of ANNB IRGB or the ANNB Subsidiaries its Subsidiaries; and (viF) ANNB IRGB has listed set forth in Section 3.16 of the ANNB IRGB Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to ANNBIRGB, the ANNB its Subsidiaries and any Owned Properties, Leased Properties currently owned or other currently operated real property of ANNB or any ANNB Subsidiary IRGB which were prepared in the last five years.
(b) As used in this Agreementherein, (iA) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment Environment or protection of human health and safety, including, without limitation, those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, ; (iiB) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, ; or the presence or existence of which gives rise to any Environmental Liability, ; (iiiC) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance Substance; and (ivD) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, expenses (including reasonable attorney and an consultant fees, laboratory costs and litigation costs, ) required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Fl/)
Environmental Liability. (a) To ANNBMBI’s knowledge, (i) ANNB MBI and the ANNB MBI Subsidiaries are in compliance in all material compliance respects with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB MBI or any of the ANNB MBI Subsidiaries, or on any property in which MBI or any of the MBI Subsidiaries has held a security interest, Lien or a fiduciary or management role (“MBI Loan Property”) that would reasonably be expected likely to result in a material Environmental Liability for ANNB MBI or the ANNB MBI Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party that would reasonably be expected likely to result in a material Environmental Liability for ANNB MBI or the ANNB MBI Subsidiaries, (iv) neither ANNB MBI nor any of the ANNB MBI Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, (v) neither ANNB MBI nor any of the ANNB MBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of ANNB MBI or the ANNB Subsidiaries and MBI Subsidiaries, (vi) ANNB there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI or any of the MBI Subsidiaries, on any currently or formerly owned or operated property, or any MBI Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI or any of the MBI Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI Loan Property, and (vii) MBI has listed in Section 3.16 of the ANNB MBI Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to ANNBMBI, the ANNB MBI Subsidiaries and any Owned Properties, Leased Properties or other currently operated real property of ANNB or any ANNB Subsidiary MBI Loan Property which were prepared in the last five (5) years, and, solely with respect to the MBI Loan Properties, are material to MBI.
(b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or protection of human health and safetysafety as it relates to Hazardous Substance exposure, including, without limitation, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Fl/)
Environmental Liability. (a) To ANNB’s knowledgeExcept as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its Subsidiaries, (i) ANNB HBI and the ANNB HBI Subsidiaries are in material compliance compliance, and since January 1, 2017 have complied, with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB HBI or any of the ANNB HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be expected likely to result in a material an Environmental Liability for ANNB HBI or the ANNB HBI Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party that would reasonably be expected likely to result in a material an Environmental Liability for ANNB HBI or the ANNB HBI Subsidiaries, (iv) neither ANNB HBI nor any of the ANNB HBI Subsidiaries has received any written notice, demand letter, claim or claim request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither ANNB HBI nor any of the ANNB HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected likely to result in a material an Environmental Liability of ANNB HBI or the ANNB Subsidiaries and (vi) ANNB HBI Subsidiaries. HBI has listed in Section 3.16 of the ANNB Disclosure Schedule and made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to ANNBHBI, the ANNB HBI Subsidiaries and any Owned Properties, Leased Properties currently owned or other currently operated real leased property of ANNB or any ANNB Subsidiary HBI which were prepared in the last five four (4) years.
(b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or protection of human health and safetysafety as it relates to Hazardous Substance exposure, including, without limitation, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.any
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Pa/)
Environmental Liability. (a) To ANNBMBI’s knowledge, (i) ANNB MBI and the ANNB MBI Subsidiaries are in compliance in all material compliance respects with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB MBI or any of the ANNB MBI Subsidiaries, or on any property in which MBI or any of the MBI Subsidiaries has held a security interest, Lien or a fiduciary or management role (“MBI Loan Property”) that would reasonably be expected likely to result in a material Environmental Liability for ANNB MBI or the ANNB MBI Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party that would reasonably be expected likely to result in a material Environmental Liability for ANNB MBI or the ANNB MBI Subsidiaries, (iv) neither ANNB MBI nor any of the ANNB MBI Subsidiaries has received any written notice, demand letter, or claim alleging any material violation of, or liability under, any Environmental Law, (v) neither ANNB MBI nor any of the ANNB MBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of ANNB MBI or the ANNB Subsidiaries and MBI Subsidiaries, (vi) ANNB there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving MBI or any of the MBI Subsidiaries, on any currently or formerly owned or operated property, or any MBI Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against MBI or any of the MBI Subsidiaries, or result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law or materially and adversely affect the value of any MBI Loan Property, and (vii) MBI has listed in Section 3.16 of the ANNB MBI Disclosure Schedule and made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in its possession relating to ANNBMBI, the ANNB MBI Subsidiaries and any Owned Properties, Leased Properties or other currently operated real property of ANNB or any ANNB Subsidiary MBI Loan Property which were prepared in the last five (5) years, and, solely with respect to the MBI Loan Properties, are material to MBI.
(b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or protection of human health and safety, including, without limitation, those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.
Appears in 1 contract