Allocation of Environmental Liability Sample Clauses

Allocation of Environmental Liability. Client acknowledges and agrees that the performance by PSG or its designated disposal facility of the disposal or destruction of the Wastes or of any Service related to such disposal or destruction could cause liability to arise under Applicable Environmental Law. Client hereby releases PSG from, and agrees to indemnify and hold PSG harmless against, any claims, causes of action, liabilities or demands arising from or related to the designation, Final Characterization, storage, transport, treatment, disposal or destruction of any of the Wastes (collectively, all such claims, causes of action, liabilities or demands are hereinafter referred to as “Liabilities”); provided that this release and indemnity shall not apply to the extent that any such Liabilities result from PSG’s negligence, gross negligence or intentional misconduct. The parties acknowledge and agree that an act or omission of PSG shall not be deemed to constitute negligence, gross negligence or intentional unless such act or omission is solely attributable to PSG and consists of the failure of PSG (a) to label and package correctly material sent by PSG to any point off-site for disposal or destruction; (b) to store in accordance with applicable law, while any such material is in its custody, material received from Client by PSG at any location owned, leased or occupied solely by PSG; or (c) to track, document and report, as required by applicable law, the transport of any such material after it has left PSG’s custody. PSG shall not be alleged to have acted in a negligent manner if (a) any transporter to which PSG gives material for off-site destruction or disposal spills the material in transport or fails to handle it in accordance with law; or (b) a release or threatened release to the environment occurs at the final site to which material is taken for its ultimate disposal or destruction. The release and indemnification provided herein shall survive termination of this Agreement and any applicable Project Proposal. *** Confidential Treatment Requested *** CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SCHEDULE D-2 SUPPLEMENTAL LEGAL TERMS AND CONDITIONS Clinical Trial Services Clinical Label Tran...
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Allocation of Environmental Liability. With regard to Sections 11.3 and 11.4, to the extent that it can not be demonstrated whether the Release of the Specified Substances occurred during the Lease Period, the Parties will split the liability and responsibility associated with such Release of the Specified Substances on 50/50 basis. In the event a Claim arises to which POC provides Seadrift indemnity under Section 11.3, Seadrift will provide the Remedial Action and provide the spill response, at the sole expense of POC. The costs associated with Seadrift providing such Remedial Action and the spill response for Claims indemnified under Section 11.3 will be similar to the level of costs Seadrift typically incurs for similar events when Seadrift bears 100% of the such costs on its own. Seadrift, as opposed to POC, shall provide all notices and communications to the Environmental Protection Agency and other Governmental Bodies regarding any Environmental Claim, Environmental Laws, Release or Remedial Action relating to the Property unless otherwise required by law. Each party represents and warrants to the other Party that to the best of its knowledge, there has not been any Release of any Specified Substances between September 1, 1993 and the Effective Date of this Agreement that has not been disclosed to the other Party.
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Allocation of Environmental Liability. Client acknowledges and agrees that the performance by Patheon or its designated disposal facility of the disposal or destruction of the Wastes or of any Service related to the disposal or destruction could cause liability to arise under Applicable Laws. [**]
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Allocation of Environmental Liability. After the Closing, the parties shall allocate responsibility for Environmental Liability with respect to Pollutants or other Hazardous Substances that are present on, under or migrated from the Property prior to or as of the Closing Date as hereinafter provided.
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Allocation of Environmental Liability 
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Related to Allocation of Environmental Liability

  • Environmental Liability Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:

  • Environmental Liabilities No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Company's knowledge, threatened concerning any Environmental Permit, Hazardous Material or any Hazardous Materials Activity of the Company. The Company is not aware of any fact or circumstance which could involve the Company in any environmental litigation or impose upon the Company any environmental liability.

  • Materials of Environmental Concern “Materials of Environmental Concern” include chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products and any other substance that is now or hereafter regulated by any Environmental Law or that is otherwise a danger to health, reproduction or the environment.

  • Compliance with Environmental Requirements; No Hazardous Materials Except in each case as set forth on Schedule 3.18:

  • Effect of Environmental Laws In the ordinary course of its business, each Teekay Entity periodically reviews the effect of Environmental Laws on its business, operations and properties, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, each Teekay Entity has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect.

  • No Violation of Environmental Laws There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property;

  • Hazardous Materials; Remediation (a) If any release or disposal of Hazardous Materials shall occur or shall have occurred on any real property or any other assets of any Borrower or any other Credit Party, such Borrower will cause, or direct the applicable Credit Party to cause, the prompt containment and removal of such Hazardous Materials and the remediation of such real property or other assets as is necessary to comply with all Environmental Laws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, each Borrower shall, and shall cause each other Credit Party to, comply with each Environmental Law requiring the performance at any real property by any Borrower or any other Credit Party of activities in response to the release or threatened release of a Hazardous Material.

  • Compliance with Environmental Laws; Environmental Reports (a) Comply, and cause all lessees and other persons occupying Real Property owned, operated or leased by any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws; provided that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

  • Litigation, Environmental and Labor Matters (a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

  • Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;

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