Additional Environmental Matters. (a) The Borrower shall require in any management agreement for the Project that the management company shall operate and maintain the Project in material compliance with all applicable federal, state, regional, county or local laws, statutes, rules, regulations or ordinances, concerning the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 X.XX. Section 9601 et seq., the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 X.XX. Section 6901 et seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42 X.XX. Section 11001 et seq., and the Clean Air Act of 1975, 42 X.XX. Section 4321, and all rules, regulations and guidance documents promulgated or published thereunder, and any state, regional, county or local statute, law, rule, regulation or ordinance relating (i) to releases, discharges, emissions or disposal to air, water, land or ground water, (ii) to the withdrawal or use of ground water, (iii) to the use, handling or disposal or polychlorinated biphenyls (“PCBs”), asbestos or urea formaldehyde, (iv) to the treatment, storage, disposal or management of hazardous substances (including, without limitation, petroleum, its derivatives, crude oil or any fraction thereof) and any other solid, liquid or gaseous substance, exposure to which is prohibited, limited or regulated, or may or could pose a hazard to the health and safety of the occupants of the Project or the property adjacent to or surrounding the Project, (v) to the exposure of persons to toxic, hazardous or other controlled, prohibited or regulated substances or
Additional Environmental Matters. Notwithstanding anything to the contrary contained in this Article VIII, with respect to any matter described in item 5 on Schedule 1.1(a), the Parties agree that Seller shall retain and be fully responsible for the defense, control and resolution of all such matters and any related claims at Seller’s sole expense.
Additional Environmental Matters. Section 3.17(A) of the WSI Disclosure Letter lists (i) all material actual and alleged violations of Environmental Requirements currently outstanding with Governmental Authorities relating to (x) violations of any Environmental Requirements in relation to the WSI Entities or the WSI Business; (y) any WSI Permits issued to the WSI Entities; or (z) with respect to the Real Property, the WSI Business or to WSI’s Knowledge, the Former Real Property, and (ii) all pending, or to WSI’s Knowledge, threatened, material Environmental Claims against or affecting any WSI Entity, the WSI Business, any Real Property or to WSI’s Knowledge, any Former Real Property.
Additional Environmental Matters. Section 4.17(A) of the IESI-BFC Disclosure Letter lists (i) all material actual and alleged violations of Environmental Requirements currently outstanding with Governmental Authorities relating to (x) violations of any Environmental Requirements in relation to the IESI-BFC Entities or the IESI-BFC Business; (y) any IESI-BFC Permits issued to the IESI-BFC Entities; or (z) with respect to the Real Property, the IESI-BFC Business or to IESI-BFC’s Knowledge, the Former Real Property, and (ii) all pending, or to IESI-BFC’s Knowledge, threatened, material Environmental Claims against or affecting any IESI-BFC Entity, the IESI-BFC Business, any Real Property or to IESI-BFC’s Knowledge, any Former Real Property.
Additional Environmental Matters. (a) The Borrower shall require in any management agreement for the Project that the management company shall operate and maintain the Project in material compliance with all applicable federal, state, regional, county or local laws, statutes, rules, regulations or ordinances, concerning the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. Section 9601 et seq., the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. Section 6901 et seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq., and the Clean Air Act of 1970, 42 U.S.C. Section 4321, and all rules, regulations and guidance documents promulgated or published thereunder, and any state, regional, county or local statute, law, rule, regulation or ordinance relating (i) to releases, discharges, emissions or disposal of Hazardous Materials to air, water, land or ground water, (ii) to the withdrawal or use of ground water, (iii) to the use, handling or disposal or polychlorinated biphenyls (“PCBs”), asbestos or urea formaldehyde,
Additional Environmental Matters. (a) The Borrower shall require in any management agreement for the Project that the management company shall operate and maintain the Project in material compliance with all applicable Hazardous Substances Laws.
Additional Environmental Matters. There is identified on Exhibit I four Properties (Site 6639 - Boise, ID, Site 0000 - Xxxxxxxxxxxx, XX, Xxxx 0000 - Xxxxx, XX, and Site 7702 - St. Louis, MO) where Buyer needs to receive, review and approve, in its sole and absolute discretion, additional environmental testing on the Properties before Buyer can determine if those Properties are acceptable to Buyer. Therefore, Buyer and Seller hereby acknowledge and agree (i) that Buyer and Seller shall use good faith efforts to come up with a plan of testing for each of those Properties between now and XXX, (ii) should Buyer and Seller fail to agree on a plan of testing on any or all of said Properties before XXX, Buyer may remove those Properties from the terms and conditions of this Agreement and closing shall proceed on the other Properties, (iii) if Buyer and Seller agree on a plan of testing before XXX, said testing shall be conducted after XXX on the other Properties at Seller’s expense, and (iv) should the results of the testing on any or all of said Properties be acceptable to Buyer, Buyer and Seller shall have a second XXX on said Property or Properties, as applicable, on a date mutually agreeable to Buyer and Seller, but in any event on or before December 15, 2006. If there is a second XXX as to any of the Properties identified on Exhibit I, the terms and conditions of this Agreement shall apply to that second XXX as well, but notwithstanding anything else contained herein, the purchase price of these Properties at the second XXX shall not be increased on the second XXX because of the terms of Section 4(c) hereof.
Additional Environmental Matters. (a) To the Knowledge of the Company, each of the Company and its subsidiaries are, and since December 31, 2015 have been, in compliance in all material respects with all Environmental Laws, and neither the Company nor any of its subsidiaries have received any (i) communication alleging that the Company or any of its subsidiaries is in violation of, or may have material Liability under, any Environmental Law or (ii) currently outstanding written request by any Governmental Entity for information pursuant to any Environmental Law; (b) there are no material Environmental Claims pending or, to the Knowledge of the Company, threatened against the Company or any of its subsidiaries; (c) to the Knowledge of the Company, there has been no Release of, or exposure to, any Hazardous Material, and there are no other facts or conditions, that would reasonably be expected to form the basis of any material Environmental Claim against the Company or any of its subsidiaries; (d) to the Knowledge of the Company, there are no underground or aboveground storage tanks or known or suspected asbestos-containing materials on, at, under or about any property owned, operated or leased by the Company or any of its subsidiaries; (e) neither the Company nor any of its subsidiaries have retained or assumed, either contractually or by operation of Law, any Liabilities that would reasonably be expected to form the basis of any material Environmental Claim against the Company or any of its subsidiaries; and (f) the Company has delivered to Buyer complete and accurate copies of all Phase I and Phase II environmental assessments, remedial reports, environmental compliance audits, Natural Hazard Disclosure Reports and other material environmental reports and correspondence relating to the Business, the Company Properties or any real properties or interest in real properties formerly owned, leased or otherwise possessed by the Company and its subsidiaries.
Additional Environmental Matters. (a) Purchaser acknowledges that Seller may need continued access to the Facility to confirm compliance by Purchaser with Purchaser’s environmental covenants and obligations related to the Facility (“Seller’s Confirmations”). Purchaser hereby grants to Seller an irrevocable access easement on to, over and under the Facility for the purpose of completing Seller’s Confirmations after the date of this Agreement. Seller’s Confirmations may include reporting or discussing environmental issues related to the Facility with the appropriate Governmental Authority. Purchaser will provide Seller with all keys, access codes or other items required to access the Facility and with all reasonable cooperation in Seller’s Confirmations and remediation, if any, including the prompt removal or relocation of vehicles on the Facility. Purchaser shall not disturb, impact, or interfere with any remedial system(s), including any engineering control(s) or barrier(s) or institutions controls, such as deed notices or restrictive covenants, which Seller has implemented, installed, constructed or recorded or will implement, install, construct or record at, in, or on the Facility or that affect the Facility. Purchaser shall grant to Seller, and cooperate with Seller in obtaining, any requisite approvals, consent, waivers, permits or deed notifications/restrictions which may be required to complete Seller’s Confirmations. Seller shall exercise reasonable efforts to minimize the interference with Purchaser’s operations upon the Facility, and will indemnify, defend and hold Purchaser harmless from and against any damage caused to the Facility as a direct result of Seller’s presence on the Facility to perform Seller’s Confirmations.
Additional Environmental Matters. Subject to the limitations set forth in this Article IX, the obligations and rights of the Purchaser and Seller with respect to (i) Pre-Existing/Continuing Environmental Liabilities under this Article IX and (ii) the representations made in Section 3.20 hereof (collectively the "Environmental Covenants") are in addition to, independent from, and severable from the rights and obligations of said parties under all other provisions of this Agreement. It is expressly acknowledged by all parties hereto that neither the acts or omissions of any party hereto, nor any failure of any condition or breach of a representation contained elsewhere in this Agreement, shall impair the right of the parties to enforce any Environmental Covenant for its benefit, it being understood that the Environmental Covenants are being given in consideration of the closing of the transactions contemplated by this Agreement and not in consideration of future performance or any representation, and are 45 51 intended to allocate risk of loss and to create rights and obligations with respect to the matters covered by the Environmental Covenants between the parties without regard to the conduct of any person. No failure of any person to exercise its rights under the Environmental Covenants and no delay in exercising any right or remedy hereunder, at law or in equity, shall operate as a waiver of the agreements contained in the Environmental Covenants; nor shall the parties be estopped to exercise any right or remedy at any future time because of any such failure or delay; nor shall any single or partial exercise of any such right or remedy preclude any other or future exercise thereof or the exercise of any other right or remedy. The Environmental Covenants shall survive the sale, transfer, assignment, or hypothecation of any ownership interest in a party benefited hereby or obligated hereunder and the sale, transfer, assignment, or hypothecation of the Company, or any portion thereof or interest therein, by Purchaser to any person. Except as otherwise set forth herein, the Environmental Covenants are not intended to create, and shall not be construed to create, any rights or remedies in any person other than the parties hereto; and no other person shall assert any rights as a third party beneficiary under the Environmental Covenants. Except as expressly provided herein or contemplated hereby, nothing in the Environmental Covenants is intended to modify, relieve or discharge the obligations ...
