Compliance Costs. PSE agrees to defend, indemnify and hold harmless Conservancy, its officers, contractors, consultants, attorneys, employees and agents from and for all costs and fees incurred in additional investigation or study of, or for supplementing, redrafting, revising, or amending, any document (such as this Agreement or any document required for purposes of compliance with CEQA) if made necessary by any Proceedings.
Compliance Costs. If we are paying to repair or rebuild your home, we will also include the reasonable costs of additional materials, work and expense required solely to comply with Government or local authority bylaws and regulations. We will only pay these costs of compliance:
Compliance Costs. The remaining cost and process of achieving Year 2000 readiness for any Year 2000 Assets that are not Year 2000 Ready do not, and will not, constitute a Material Adverse Effect with respect to Old Kent.
Compliance Costs. Compliance Costs means:
Compliance Costs the five percent or less or the twenty percent or less penalty imposed upon an Insured as a Fiduciary under Section 502(i) or 502(l) of ERISA; or,
Compliance Costs. XXX agrees to defend, indemnify and hold harmless Conservancy, its officers, contractors, consultants, attorneys, employees and agents from and for all costs and fees incurred in additional investigation or study of, or for supplementing, redrafting, revising, or amending, any document (such as this Agreement or any document required for purposes of compliance with CEQA) if made necessary by any Proceedings.
Compliance Costs. In the event any legal action is undertaken by Landlord as a result of the failure of Tenant to comply with any term of this Lease, whether or not such non-compliance constitutes an Event of Default, Tenant shall pay to Landlord, in addition to any other relief which may be granted, Landlord’s reasonable costs of litigation, including, but not limited to attorney’s fees, travel costs, expert witnesses, discovery and court costs, and other expenses necessitated by the litigation. If the parties cannot agree upon the amount of such costs, they shall request the court to determine the proper amount.
Compliance Costs. (a) Carrier shall deliver written notice to Shipper and every other shipper on the Knight Warrior Pipeline of any Change in Law Event promptly upon learning of such event. If during the Term, Carrier becomes obligated solely as a result of a Change in Law Event to bear Compliance Costs, Carrier shall be entitled to seek recovery of the Compliance Costs in accordance with the terms hereof. Such Compliance Costs shall be recovered through a surcharge (“Compliance Costs Surcharge”) that is applicable equally to each Barrel shipped on the Knight Warrior Pipeline. Carrier shall reasonably determine the Compliance Costs Surcharge by taking into account the nature and estimated useful life of such costs, the segment(s) associated with such costs and dividing such cost by the total number of Barrels transported on the Knight Warrior Pipeline with respect to the immediately prior twelve (12) Month period, or such shorter period of time if the Knight Warrior Pipeline has been operating for less than twelve (12) Months at such time. Carrier shall assume for purposes of calculating the Compliance Costs Surcharge that Shipper has transported at least the Quarterly Volume Commitment in all prior periods and that every other shipper that has entered into a transportation services agreement with Carrier (if any) has transported at least its required volume on the Knight Warrior Pipeline, as set forth in that transportation services agreement. Carrier hereby represents to Shipper that as of the Effective Date, Carrier has no knowledge of any proposed or anticipated Change in Law that would result in a Compliance Costs Surcharge.
(b) Carrier shall notify Shipper, not less than ninety (90) Days prior to the implementation of any increase pursuant to this Section of the amount of such proposed increase, the reason for such increase, and the method of calculating such increase. Shipper shall have the right to notify Carrier within thirty (30) Days after Shipper receives Carrier’s notice, of Shipper’s decision not to pay such increase, but only to the extent such increase is greater than twenty percent (20%) (“Increase Threshold”) of the unadjusted rate that is affected. Shipper shall have no right to object to or refuse any increase in the rate up to the Increase Threshold, other than to object to Carrier’s calculations, and shall be bound by any increase up to the Increase Threshold. If Shipper fails to timely notify Carrier of its decision, then it shall be deemed for purpos...
Compliance Costs. (a) If (i) compliance by any Lender with any applicable law, regulation or condition imposed or changed after the date of this Agreement on any Lender with respect to the making or maintaining of the Loans or obtaining funds to meet or maintain its obligations hereunder, including without limitation any reserve, special deposit, capital adequacy or similar requirement and any restraint, guideline or policy not having the force of law with which such Lender may comply, or (ii) any change imposed after the date of this Agreement in the basis of taxation of payments to any Lender hereunder (other than changes in the rate of tax imposed on the overall net income of such Lender) shall (A) increase the cost to such Lender of advancing or maintaining its Loan, (B) reduce any amount received or receivable by such Lender hereunder, or (C) reduce such Lender's return on capital attributable to the transactions contemplated by this Agreement, then such Lender shall furnish to Southland a statement of the nature and amount of such cost or reduction and Southland shall pay to the Paying Agent for the benefit of such Lender on the next succeeding Repayment Date such additional amounts as may be necessary to compensate such Lender for such additional cost or reduction.
(b) The obligations of Southland pursuant to this Section 4.02 are obligations with respect to which recourse is limited to the Japanese Royalties and, if necessary, to the Collateral. Each Lender shall act in good faith to mitigate the indemnification obligations of Southland pursuant to this Section 4.02, including without limitation, if appropriate, the assignment of its rights and obligations hereunder with Southland's consent to an affiliate of such Lender or to any other person upon Southland's reimbursing any costs and expenses incurred or liabilities assumed by such Lender with respect to such assignment. In order to limit Southland's indemnification obligations pursuant to this Section 4.02, Southland shall have the right to find a willing assignee of a Lender's rights and obligations hereunder and such Lender shall be obligated to execute such assignment upon Southland's reimbursing any costs and expenses incurred or liabilities assumed by such Lender with respect to such assignment.
Compliance Costs. Tenant acknowledges that Landlord may incur, as Operating Expenses, costs for complying with laws, codes, regulations or ordinances relating to Hazardous Materials (as defined in Section 30.2) on or about the Project, including, without limitation, the following: (i) Hazardous Materials present in the soil or ground water on the Project; (ii) a change in laws, codes, regulations or ordinances which relate to Hazardous Materials and which makes any substance or material which is present on, in, under or about the Project as of the date hereof, a violation of such changed laws, codes, regulations or ordinances; (iii) Hazardous Materials that migrate, flow, percolate, diffuse or in any way move onto or under the Project; (iv) Hazardous Materials present on or under the Project as a result of any discharge, dumping or spilling (whether accidental or otherwise) on the Project by other tenants of the Project or their agents, employees, contractors or invitees, or by others. Each item of cost incurred by Landlord for complying with laws, codes, regulations or ordinances relating to Hazardous Materials with respect to the Project (or any portion thereof) and which exceeds Fifty Thousand Dollars ($50,000) shall be amortized over a five (5) year period from the date of installation as "Capital Improvement Amortization" as provided in Section 4.3.2 herein and treated as a "Capital Improvement". To the extent any such cost relating to Hazardous Materials is subsequently recovered or reimbursed through insurance, or recovery from responsible third patties, or other action, Tenant shall be entitled to proportionate reimbursement to the extent it has paid its share of such cost to which such recovery or reimbursement relates (regardless of whether such costs were paid as Operating Expenses or as a Capital Improvement). Nothing contained herein shall be construed to modify Tenant's obligation to make full payment for Hazardous Materials or compliance with laws pertaining to Hazardous Materials if the cost of compliance or other responsibility for such Hazardous Materials is made the responsibility of Tenant pursuant to any other provision of this Lease or applicable law.
