Environmental Breach definition

Environmental Breach has the meaning set forth in Section 7.2.
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Environmental Breach shall have the meaning given in Section 13.1 (a).
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Environmental Breach has the meaning set forth in Section 9.2(d)(i).
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Examples of Environmental Breach in a sentence

  • For the purposes of this Agreement, Buyer has already or will, to the extent it deems appropriate, conduct all of its environmental due diligence activities with respect to the Oil and Gas Properties prior to the Environmental Breach Notice Date (such period being the “Environmental Due Diligence Period”).

  • Section 7.3 shall be the exclusive right and remedy of Buyer with respect to any Environmental Breach.

  • Such due diligence activities shall be conducted in accordance with and subject to the provisions of Section 5.2 and shall be limited to those activities reasonably related to investigating the existence of any Environmental Breach.

  • The Parties agree to attempt to initially resolve all disputes concerning the occurrence of a Title Defect or an Environmental Breach, and the associated Title Defect Amount or Environmental Defect Value through good faith negotiations.

  • In addition to the foregoing, to the extent that Sellers become aware of any information which could reasonably be construed to be a Stock Environmental Breach, Sellers shall promptly provide written notice of such Stock Environmental Breach to Purchaser (which shall describe with reasonable specificity all information relating thereto) (a “Seller Stock Environmental Notice” and, together with a Purchaser Stock Environmental Notice, a “Stock Environmental Notice”).

  • Buyer shall provide to Seller, any third party reports, or sections thereof, addressing the particular alleged Environmental Breach, commissioned by Buyer concerning an alleged Environmental Breach as set forth in a valid Environmental Notice, such third party environmental report, or part thereof, to be included with the Environmental Notice, subject to the parties' obligations under Section 3.2.

  • Buyer may seek indemnification for (i) those items listed in Section 11.4(c)(i) hereunder, or (ii) any Environmental Breach, directly from Indemnifying Shareholders or from the Escrow Amount; provided, however, that Buyer shall first seek such indemnification from the Escrow Amount.

  • Subject to the provisions of Section 7.3(b) and 7.3(c) and the provisions of Section 7.4, if Buyer delivers a valid Environmental Notice to Sellers, Sellers, at its election, shall have the option of (i) remediating the Environmental Breach to the satisfaction of the appropriate state and federal agencies having jurisdiction; or (ii) reducing the Purchase Price by an amount equal to the Environmental Defect Value attributable to such Environmental Breach; or (iii) agreeing to indemnify Buyer.

  • Seller shall indemnify and defend Buyer and the Buyer Indemnified Parties against all claims, demands and liabilities incurred by Buyer with respect to such alleged Environmental Breach, up to, but in no event to exceed, the sum of $800,000 (such amount being cumulative for any and all claims of alleged Environmental Breach made by Buyer).

  • The Purchase Price shall be reduced by the Environmental Breach Value (each such adjustment, an "Environmental Breach Adjustment") if the loss with respect to any particular E&P Property exceeds $25,000 (as a threshold and not as a deductible), and further provided that the aggregate of all Environmental Breach Adjustments exceed $100,000.


More Definitions of Environmental Breach

Environmental Breach as defined in Section 8.2(b)(ii).
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Environmental Breach has the meaning given to it in Section 6.3(b).
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Environmental Breach shall have the meaning ascribed to it in Clause 7.1(b);
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Environmental Breach is defined in Section 3.7.
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Related to Environmental Breach

  • Environmental Violation means, with respect to the Property, any activity, occurrence or condition that violates or results in non-compliance with any Environmental Law.

  • Environmental Harm means serious or material environmental harm or environmental nuisance as defined in the Environmental Protection Xxx 0000 (Qld);

  • Environmental Release means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migration into the environment.

  • Environmental Condition means any condition or circumstance, including the presence of Hazardous Substances which does or would (i) require assessment, investigation, abatement, correction, removal or remediation under any Environmental Law, (ii) give rise to any civil or criminal Liability under any Environmental Law, (iii) create or constitute a public or private nuisance or (iv) constitute a violation of or non-compliance with any Environmental Law.

  • Environmental Activity means any activity, event or circumstance in respect of a Contaminant, including, without limitation, its storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation, or its Release, escape, leaching, dispersal or migration into the natural environment, including the movement through or in the air, soil (land surface or subsurface strata), surface water or groundwater;

  • Serious Breach means any breach defined as a Serious Breach in the Agreement or any breach or breaches which adversely, materially or substantially affect the performance or delivery of the Services or compliance with the terms and conditions of the Agreement or the provision of a safe, healthy and supportive learning environment or a breach of security that adversely affects the Personal Data or privacy of an individual. Failure to comply with Law, or actions or omissions by the Provider that endanger the Health or Safety of Learners, Provider Personnel, and all other persons including members of the public would constitute a Serious Breach;

  • Environmental Damage means any injury or damage to persons, living organisms or property (including offence to man’s senses) or any pollution or impairment of the environment resulting from the discharge, emission, escape or migration of any substance, energy, noise or vibration;

  • Environmental Action means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

  • Adverse Environmental Condition means (i) the existence or the continuation of the existence, of an Environmental Contamination (including, without limitation, a sudden or non-sudden accidental or non-accidental Environmental Contamination), of, or exposure to, any substance, chemical, material, pollutant, Hazardous Substance, odor or audible noise or other release or emission in, into or onto the environment (including without limitation, the air, ground, water or any surface) at, in, by, from or related to any Equipment, (ii) the environmental aspect of the transportation, storage, treatment or disposal of materials in connection with the operation of any Equipment, or (iii) the violation, or alleged violation, of any Environmental Law, permits or licenses of, by or from any governmental authority, agency or court relating to environmental matters connected with any of the Equipment.

  • Environmental Activities means the use, generation, transportation, handling, discharge, production, treatment, storage, release or disposal of any Hazardous Materials at any time to or from any portion of the Premises or located on or present on or under any portion of the Premises.

  • Willful Breach means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Environmental Conditions means any conditions of the environment, including, without limitation, the work place, the ocean, natural resources (including flora or fauna), soil, surface water, ground water, any actual or potential drinking water supply sources, substrata or the ambient air, relating to or arising out of, or caused by the use, handling, storage, treatment, recycling, generation, transportation, Release or threatened Release or other management or mismanagement of Regulated Substances resulting from the use of, or operations on, the Property.

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • Willful and Material Breach means a material breach that is a consequence of an act undertaken by the breaching party or the failure by the breaching party to take an act it is required to take under this Agreement, with knowledge that the taking of or failure to take such act would, or would reasonably be expected to, result in, constitute or cause a breach of this Agreement.

  • Environmental Releases means releases as defined in CERCLA or under any applicable state or local environmental law or regulation.

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • Environmental Event shall have the meaning set forth in Section 12.2.1.

  • Environmental Requirement means any Environmental Law, agreement or restriction, as the same now exists or may be changed or amended or come into effect in the future, which pertains to any Hazardous Material or the environment including ground or air or water or noise pollution or contamination, and underground or aboveground tanks.

  • Environmental Actions means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businesses of any Borrower or any predecessor in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower or any predecessor in interest.