Ashland Special Environmental Projects Sample Clauses

Ashland Special Environmental Projects. Ashland shall take, or cause to be taken, at its sole expense and as soon as reasonably practical, all Special Environmental Projects set forth on Schedule 7.2(k) to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter in accordance with the terms and provisions set forth thereon, with such immaterial changes (taken in the aggregate) to the Special Environmental Projects that are the subject of ongoing negotiations with the National Enforcement Investigation Center of the United States Environmental Protection Agency that are agreed to by the National Enforcement Investigation Center of the United States Environmental Protection Agency. The obligations of Ashland under this Section 7.2(k) with respect to a Special Environmental Project shall terminate upon the earlier to occur of the completion of such Special Environmental Project to the satisfaction of the appropriate Governmental Authority and the occurrence of a Termination Event with respect to such Special Environmental Project. It is expressly understood and agreed that neither the Company nor Marathon will be entitled to assert that the conditions that are the subject of a Special Environmental Project constitute a breach of any of Ashland’s representations and warranties contained in Article VI. To the extent that the Company manages the performance of such actions, it shall act with the same degree of diligence and care that it would exercise if performing such actions at its sole expense and shall use commercially reasonable best efforts to complete the project at the lowest overall obtainable cost consistent with the scope of the project. The Company shall not engage any independent contractors related to the performance of any Special Environmental Project without the prior written consent of Ashland, which shall not unreasonably be withheld. Ashland shall have the right to direct and control all discussions, negotiations and proceedings with Governmental Authorities, including the right, after notice to and consultation with the Company, to settle or otherwise resolve any Environmental Violation giving rise to or forming part of such Special Environmental Project; provided, that Ashland may not enter into any such settlement or resolution that would reasonably be expected to have a Material Adverse Effect on the Company’s Business without the prior written consent of the Company, which consent will not be unreasonably withheld. Ashland shall offer the Company the opportunit...
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Related to Ashland Special Environmental Projects

  • Environmental Site Assessment Perform in accordance with the City Design Manual and other City requirements as designated in writing by the Director.

  • Project Site The “Project Site” is the place where the Work is being carried on.

  • Environmental Assessment Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreement.

  • Notice to Proceed - Site Improvements The Recipient shall not commence, or cause to be commenced, any site improvements or other work on the Land until the Director has issued a Notice to Proceed to the Recipient. Such Notice to Proceed will not be issued until the Director is assured that the Recipient has complied with all requirements for the approval of a grant under Revised Code Sections 164.20 through 164.27 and has completed any land acquisition required by the Project. A Notice to Proceed shall be required for all Project prime contractors or direct procurement initiated by the Recipient following execution of this Agreement.

  • Operating Environment Per specifications given in Ref. [1]

  • Project 3.01. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project in accordance with the provisions of Article IV of the General Conditions.

  • Environmental Assessments Foreclose on or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or foreclose on any commercial real estate if such environmental assessment indicates the presence of a Hazardous Substance in amounts which, if such foreclosure were to occur, would be material.

  • Environmental Studies Promptly conduct and complete, at Borrower’s expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower.

  • Environmental Impact Notwithstanding any other term, covenant or condition contained in this Lease, in the event that any Alteration has any adverse environmental impact on the Premises. Landlord may deny Tenant the right to proceed in Landlord’s sole and absolute discretion.

  • Access to Project Site ‌ City will make available, no later than the commencement date designated in the current construction Schedule accepted by City, the lands and facilities upon which the Work is to be performed, including such access and other lands and facilities designated in the Contract Documents, for use by Contractor.

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