Environment. Upon demand to that effect, the Tenant shall provide the Landlord with all information relating to its compliance with Environmental Laws. In the event of any contamination in excess of the thresholds permitted by the Environmental Laws (a “Contamination”) the following provisions apply: a) If the Contamination is caused by the Tenant or the Tenant’s Representatives, the Tenant, upon receipt of written notice from the Landlord to that effect, shall, at its cost, diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws or, if the Contamination is not entirely caused by the Tenant or the Tenant’s Representatives, to the extent necessary to remove the Contamination caused or aggravated by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing prior to the Commencement Date or caused by migration. The scope of the work and the selection of the firms mandated to perform the work shall be determined in consultation with the Landlord. The results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord and shall not be communicated to any other person except with the Landlord’s prior written consent. All costs and fees in connection with the rehabilitation of the Premises for which the Tenant is responsible hereunder and incurred by the Landlord shall be reimbursed to the Landlord by the Tenant within sixty (60) days of receipt by the Tenant of an invoice therefor together with supporting documentation. b) If the Contamination is not caused by the Tenant or the Tenant’s Representatives, the Landlord, at its cost, shall diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws. The supervision and performance of the work shall be done in consultation with the Tenant in such a manner as to cause the least possible interference with the Tenant’s operations on the Premises. The Landlord shall indemnify and hold the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or relating to the presence of Contamination on the Premises. Any investigations, characterizations and rehabilitation work required to be performed by either party pursuant to the provisions of this Section shall be performed in accordance with all Applicable Laws (including Environmental Laws), the contaminated land rehabilitation policy and any other requirement of competent authorities. The Landlord shall have the right to conduct environmental audits as it deems necessary to ensure compliance with this Section and costs of such audits shall be payable by the Tenant, as Additional Rent, upon receipt of an invoice therefor together with supporting documentation. The Tenant’s obligations under this Section remain in force notwithstanding the expiry of the Term or premature termination of the Lease.
Appears in 7 contracts
Samples: Lease Agreement (FG Group Holdings Inc.), Master Asset Purchase Agreement (FG Group Holdings Inc.), Master Asset Purchase Agreement (Strong Global Entertainment, Inc.)
Environment. Upon demand Without prejudice to that effectthe other provisions of this GAP, the Tenant following regulations shall provide apply with regard to care for the Landlord environment: The Contractor will strictly comply with all information relating provisions with regulatory power concerning the environment in the broadest sense of the word. It will also ensure that the persons for whom it is responsible (for instance, appointees and /or any Subcontractors) respect the environmental regulations. The Contractor will, for instance: - only accept legally permitted products and materials in the performance of the Agreement and respect all regulatory regulations and safety instructions concerning their use; - at all times have the necessary compulsory permits or reports at its disposal. The Principal can at any time request that these be presented. The Contractor will also monitor that the terms and conditions of the permits are respected at all times; - at all times comply with its duty of care. All environmental levies and environmental contributions, of any nature or form, concerning the products or activities, shall be for the account of the Contractor, and must therefore be included in its price. The Contractor shall be fully responsible for any environmental damage in the broadest sense of the word, resulting from the performance of its activities. Furthermore, the Contractor shall indemnify the Principal against any claims by third parties (including the government) in this respect. Unless otherwise stipulated, all waste resulting from or connected with the performance of its activities, of any nature or form, shall be the property of the Contractor. Without this being able to represent due cause for a surcharge to the Principal, all obligations concerning the waste shall therefore lie with the Contractor (such as the waste product register and packaging waste regulations), and the Contractor shall have to take back, remove and dump or process the waste in accordance with the prevailing regulations (environmental regulations, cooperation agreements concerning waste packaging, regulations of the inter-regional packaging committee, …). As proof of the above, the Contractor must be able to present the necessary certificates to the Principal. At the request of the Principal, the Contractor will also take back and selectively collect materials, devices and products and so forth, which will be replaced by its compliance with Environmental Lawsactivities. In the event performance of any contamination its activities, the Contractor shall use packaging materials that cause the minimum of damage to the environment, and notify the Principal in excess a timely manner regarding new or replacement environmentally friendly goods introduced on the market. Without prejudice to the above provisions regarding waste, the Contractor will, in so far as is legally permissible, be regarded as the producer of the thresholds permitted by waste products, and fulfil the Environmental Laws (a “Contamination”) obligations concerning the waste product register in its own name. However, for the waste products for which the principal is designated as the producer under the prevailing waste product regulations, the Contractor will furnish the Principal with the necessary documents and certificates for each individual site, based on which the Contractor shall be able to fulfil its obligations. The following provisions apply:
a) If the Contamination is caused by the Tenant or the Tenant’s Representativesapply to problems related to soil transport: In Flanders, the Tenantprovisions below apply to what is referred to as ‘soil transport’ (grondverzet), upon receipt as described in Chapter XIII of written notice from the Landlord Decree of 27 October 2006 regarding soil remediation and soil protection, and in Chapter XIII of the Decree of the Flemish Government of 14 December 2007 regarding the adoption of the Flemish Regulations regarding soil remediation (hereinafter: VLAREBO). The Principal will furnish the Contractor with a technical report based on which the Contractor can prepare its quotation. The technical report, whose purpose is to that effectdetermine the environmental quality of the soil to be excavated, shallis prepared under the supervision of a certified soil remediation expert. The report is prepared based on an analysis of representative samples. In technical terms, it must comply with the requirements of a technical report (Technisch verslag) within the meaning of VLAREBO. The Contractor shall be fully responsible for complying with the relevant legislation at its expense, without this being able to represent due cause for a surcharge to the Principal. In terms of the purely financial aspects, this regulation will not apply if the Contractor, at its cost, diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws or, if the Contamination is not entirely caused by the Tenant or the Tenant’s Representatives, to the extent necessary to remove the Contamination caused or aggravated by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing prior to the Commencement Date or caused by migration. The scope time of the work and the selection of the firms mandated soil excavation, has additional soil samples taken at its expense by an expert to perform the work shall be determined designated in consultation with the LandlordPrincipal. If the Contractor does not exercise this right, the parties will deem the excavated soil compliant with the technical report prepared by the Principal. If, however, additional soil samples have been taken and the excavated soil proves to be more contaminated than indicated by the technical report performed by the Principal, the original soil samples will be analysed by the expert at the cost of the Contractor. If it emerges that the additional contamination was already present in the soil samples, the Principal will reimburse the Contractor for any additional processing costs arising directly from the additional contamination. The results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord and shall not be communicated to any other person except with the Landlord’s prior written consent. All costs and fees in connection with the rehabilitation application of the Premises for which regulation detailed above with regard to soil transport (both the Tenant is responsible hereunder and incurred by the Landlord shall be reimbursed to the Landlord by the Tenant within sixty (60) days of receipt by the Tenant of an invoice therefor together with supporting documentation.
b) If the Contamination is not caused by the Tenant or the Tenant’s Representatives, the Landlord, at its cost, shall diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises standard procedure and the environment into compliance with alternative procedure) can never be a justification for a delay in the Environmental Laws. The supervision and performance of the work shall be done in consultation with the Tenant in such a manner as to cause the least possible interference with the Tenant’s operations on the Premiseswork. The Landlord Contractor shall indemnify and hold the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or relating to the presence of Contamination on the Premises. Any investigations, characterizations and rehabilitation work therefore still be required to be performed commence the work at the expected time and complete the work by either party pursuant to the provisions of this Section shall be performed in accordance expected deadline. The contractor is responsible for complying with all Applicable Laws (including Environmental Laws), the contaminated land rehabilitation policy and any other requirement of competent authorities. The Landlord shall have the right to conduct environmental audits as it deems necessary to ensure compliance with this Section and costs of such audits shall be payable by the Tenant, as Additional Rent, upon receipt of an invoice therefor together with supporting documentation. The Tenant’s obligations under this Section remain in force notwithstanding the expiry of the Term or premature termination of the Leaselegal obligations.
Appears in 2 contracts
Samples: Construction Contract, Construction Contracts
Environment. Upon demand The Project Company confirms that the Environmental Clearance Certificate is the final and binding environmental clearance required for the Facility to be constructed and operated and that effect, the Tenant Facility does not need to obtain any similar or additional environmental clearances from any other Authority. The Installation Contractor: shall provide comply with and shall cause the Landlord Installation Contractor Parties to comply with all information relating applicable Environmental Laws which affect the occupancy or use of the Site by the Installation Contractor or any Installation Contractor Parties pursuant to its compliance with Environmental Lawsthe terms of the Land Agreement; and must not and must procure that the Installation Contractor Parties must not unlawfully use, dispose, discharge, store, treat, transport, handle, generate, xxxxx, release or create a threatened release of any Hazardous Substances on, in, over, under or otherwise affecting the Site (including the soil, subsoil, surface water or ground water on or beneath the same and the surrounding environs and the air above the same) or allow any such Hazardous Substances to migrate from the Site. In the event that the Installation Contractor discovers any Hazardous Substances at the Site during the performance of the Works, the Installation Contractor shall immediately notify the Project Company. In the event that the Project Company or the Installation Contractor considers, acting reasonably, that the performance of the Installation Works may risk provoking or aggravating any Environmental Damages and Liabilities arising from the discovery of Hazardous Substances, then the Installation Contractor shall immediately suspend performance of the Installation Works until such time as the Installation Works can be resumed safely in accordance with all Law. The Installation Contractor must notify the Project Company immediately of such suspension. The Installation Contractor shall be relieved from its obligation to undertake the Installation Works and the Project Company shall be relieved from its obligation to pay the relevant portion of the Price from the time that the Installation Contractor suspends its performance of the Installation Works until such time as the performance of the Installation Works can be resumed safely in accordance with all Law. The Installation Contractor shall indemnify, defend and hold harmless the Project Company from and against any and all Environmental Damages and Liabilities made against or suffered by the Project Company as a result of a breach by the Installation Contractor or the Installation Contractor Parties of this Clause 9.2 (Environment), or any other violation of any contamination in excess applicable Environmental Law occurring at the Site resulting from the presence of the thresholds permitted Installation Contractor or Installation Contractor Parties on the Site. The Project Company: confirms that as of the Signature Date, so far as the Project Company is aware, there is no unlawful use, presence, suspected presence, disposal, discharge, storage, treatment, transportation, handling, generation, leaching, release or threatened release of any Hazardous Substance on, in, over, under or otherwise affecting the Site (including the soil, subsoil, surface water or ground water on or beneath the same and the surrounding environs and the air above the same). shall indemnify, defend and hold harmless the Installation Contractor from and against any and all Claims made against or suffered by the Installation Contractor or Installation Contractor Party in relation to: any violation of any applicable Environmental Laws Law occurring at the Site provided that such Claim is determined to result solely from the condition of the affected Site existing prior to the Signature Date and excluding any condition resulting from the presence of an Installation Contractor Party on the Site prior to the Signature Date; and any unlawful use, presence, suspected presence, disposal, discharge, storage, treatment, transportation, handling, generation, leaching, release or threatened release of any Hazardous Substances on, in, over, under or otherwise affecting the Site (a “Contamination”including the soil, subsoil, surface water or ground water on or beneath the same and the surrounding environs and the air above the same (1) the following provisions apply:
a) If the Contamination is caused by the Tenant Buyer, the Government or the Tenant’s Representatives, Project Company; or (2) originating from land (other than the Tenant, upon receipt of written notice from the Landlord to that effect, shall, at its cost, diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws or, if the Contamination is not entirely caused by the Tenant or the Tenant’s Representatives, Site) to the extent necessary to remove the Contamination caused or aggravated by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing prior to the Commencement Date Installation Contractor or caused by migration. The scope of the work and the selection of the firms mandated to perform the work shall be determined in consultation with the Landlord. The results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord and shall not be communicated to any other person except with the Landlord’s prior written consent. All costs and fees in connection with the rehabilitation of the Premises for which the Tenant is responsible hereunder and incurred by the Landlord shall be reimbursed to the Landlord by the Tenant within sixty (60) days of receipt by the Tenant of an invoice therefor together with supporting documentationInstallation Contractor Party).
b) If the Contamination is not caused by the Tenant or the Tenant’s Representatives, the Landlord, at its cost, shall diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws. The supervision and performance of the work shall be done in consultation with the Tenant in such a manner as to cause the least possible interference with the Tenant’s operations on the Premises. The Landlord shall indemnify and hold the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or relating to the presence of Contamination on the Premises. Any investigations, characterizations and rehabilitation work required to be performed by either party pursuant to the provisions of this Section shall be performed in accordance with all Applicable Laws (including Environmental Laws), the contaminated land rehabilitation policy and any other requirement of competent authorities. The Landlord shall have the right to conduct environmental audits as it deems necessary to ensure compliance with this Section and costs of such audits shall be payable by the Tenant, as Additional Rent, upon receipt of an invoice therefor together with supporting documentation. The Tenant’s obligations under this Section remain in force notwithstanding the expiry of the Term or premature termination of the Lease.
Appears in 2 contracts
Samples: Installation Agreement, Installation Agreement
Environment. Upon demand to that effect, the Tenant The State through LSGD shall provide the Landlord with all information relating to its compliance with Environmental Laws. In the event of any contamination in excess of the thresholds permitted by the Environmental Laws ensure that:
(a “Contamination”a) the following provisions apply:
a) If the Contamination Project is caused by the Tenant or the Tenant’s Representativescarried out and all Subproject facilities designed, the Tenantconstructed, upon receipt of written notice from the Landlord to that effectoperated, shallmaintained, at its cost, diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into monitored in compliance with the Environmental Laws orSafeguard Policy Statement, if relevant national environmental laws and regulations, the Contamination is not entirely caused IEE and the EARF for the Project and Subprojects; all mitigation and monitoring mechanisms set out in the IEEs or EIA and related EMP will be incorporated in the Subproject design and complied with throughout Project implementation; all environmental requirements are incorporated in bidding documents and civil works contracts, all environmental clearances required by the Tenant applicable laws and regulations at Borrower, State or the Tenant’s Representatives, to the extent necessary to remove the Contamination caused or aggravated by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing local levels shall be obtained prior to commencement of civil works for the Commencement Date relevant Subproject; and that environmental monitoring results are incorporated into quarterly progress reports;
(b) Subprojects encroaching any National Park or caused by migration. The scope of the work and the selection of the firms mandated to perform the work shall be determined in consultation with the Landlord. The results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord and its buffer zone shall not be communicated included in the Project; however, Subprojects in or close to wildlife sanctuaries or any other person except with the Landlord’s prior written consent. All costs and fees in connection with the rehabilitation of the Premises for which the Tenant is responsible hereunder and incurred by the Landlord shall environmentally sensitive areas may be reimbursed allowed subject to the Landlord by State through LSGD obtaining all statutory clearances;
(c) an IEE or EIA, as required, including an EMP with budget identifying the Tenant within sixty (60) days cost of receipt by its implementation as incorporated in the Tenant of an invoice therefor together related bid document if any, with supporting documentation.
b) If the Contamination is not caused by the Tenant or the Tenant’s Representativesadequate public consultation for each Subproject, the Landlord, at its cost, shall diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws. The supervision and performance of the work shall be done in consultation with the Tenant in such a manner as to cause the least possible interference with the Tenant’s operations on the Premises. The Landlord shall indemnify and hold the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or relating to the presence of Contamination on the Premises. Any investigations, characterizations and rehabilitation work required to be performed by either party pursuant to the provisions of this Section shall be performed in accordance with all Applicable Laws the EARF and the Safeguard Policy Statement, shall be submitted to ADB for review and approval before award of any related contract; for any Subproject classified as A, this shall be subject to the 120 day public disclosure requirement under the Safeguard Policy Statement;
(including Environmental Laws)d) if there are any changes in specific locations or alignments of any Subproject facilities after completion of the IEE (or EIA) or due to detailed design or implementation that has an impact on the environmental assessment carried out thus far, then additional environmental assessment shall be carried out in accordance with environmental laws and regulations of the Borrower and the State, the contaminated land rehabilitation policy Safeguard Policy Statement, and any other requirement the EARF, and prior approval of competent authorities. The Landlord shall have ADB obtained before further physical implementation of the right to conduct environmental audits as it deems necessary to ensure compliance with this Section Subproject; and
(e) all sewerage and costs of such audits sanitation Subprojects involving a sewage treatment plant under the Project shall be payable by the Tenant, as Additional Rent, upon receipt designed and implemented such that they include adequate effluent channels and a laboratory facility for effective monitoring of an invoice therefor together with supporting documentation. The Tenant’s obligations under this Section remain in force notwithstanding the expiry of the Term or premature termination of the Leasesewage treatment.
Appears in 1 contract
Samples: Loan Agreement
Environment. Upon demand to that effect, the Tenant shall provide the Landlord with all information relating to its compliance with Environmental Laws. In the event of any contamination in excess of the thresholds permitted by the Environmental Laws (a “Contamination”) the following provisions apply:
a) If the Contamination is caused by the Tenant or the Tenant’s Representatives, the Tenant, upon receipt of written notice from the Landlord to that effect, shall, at its cost, diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws or, if the Contamination is not entirely caused by the Tenant or the Tenant’s Representatives, to the extent necessary to remove the Contamination caused or aggravated by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing prior to the Commencement Date or caused by migration. The scope of the work and the selection of the firms mandated to perform the work shall be determined in consultation with the Landlord. The results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord and shall not be communicated to any other person except with the Landlord’s prior written consent. All costs and fees in connection with the rehabilitation of the Premises for which the Tenant is responsible hereunder and incurred by the Landlord shall be reimbursed to the Landlord by the Tenant within sixty (60) days of receipt by the Tenant of an invoice therefor together with supporting documentation.
b) If the Contamination is not caused by the Tenant or the Tenant’s Representatives, the Landlord, at its cost, shall diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws. The supervision and performance of the work shall be done in consultation with the Tenant in such a manner as to cause the least possible interference with the Tenant’s operations on the Premises. The Landlord shall indemnify and hold the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or relating to the presence of Contamination on the Premises. Any investigations, characterizations and rehabilitation work required to be performed by either party pursuant to the provisions of this Section shall be performed in accordance with all Applicable Laws (including Environmental Laws), the contaminated land rehabilitation policy and any other requirement of competent authorities. The Landlord shall have the right to conduct environmental audits as it deems necessary to ensure compliance with this Section and costs of such audits shall be payable by the Tenant, as Additional Rent, upon receipt of an invoice therefor together with supporting documentation. The Tenant’s obligations under this Section remain in force notwithstanding the expiry of the Term or premature termination of the LeaseTerm.
Appears in 1 contract
Environment. Upon demand When working on Site the Supplier must perform its obligations under the Buyer’s current Environmental Policy, which the Buyer must provide. The Supplier must ensure that Supplier Staff are aware of the Buyer’s Environmental Policy. Tax The Supplier must not breach any Tax or social security obligations and must enter into a binding agreement to that effectpay any late contributions due, including where applicable, any interest or any fines. CCS and the Buyer cannot terminate a Contract where the Supplier has not paid a minor Tax or social security contribution. Where the Charges payable under a Contract with the Buyer are or are likely to exceed £5 million at any point during the relevant Contract Period, and an Occasion of Tax Non-Compliance occurs, the Tenant shall provide Supplier must notify CCS and the Landlord with all Buyer of it within 5 Working Days including: the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance and any mitigating factors that it considers relevant; and other information relating to its compliance with Environmental Lawsthe Occasion of Tax Non-Compliance that CCS and the Buyer may reasonably need. In Where the event of Supplier or any contamination Supplier Staff are liable to be taxed or to pay National Insurance contributions in excess of the thresholds permitted by the Environmental Laws (UK relating to payment received under a “Contamination”) the following provisions apply:
a) If the Contamination is caused by the Tenant or the Tenant’s RepresentativesCall-Off Contract, the Tenant, upon receipt of written notice from the Landlord to that effect, shall, at its cost, diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance Supplier must both: comply with the Environmental Laws orIncome Tax (Earnings and Pensions) Act 2003 and all other statutes and regulations relating to income tax, if the Contamination is not entirely caused by Social Security Contributions and Benefits Act 1992 (including IR35) and National Insurance contributions; and indemnify the Tenant or the Tenant’s RepresentativesBuyer against any Income Tax, to the extent necessary to remove the Contamination caused or aggravated by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing prior to the Commencement Date or caused by migration. The scope of the work National Insurance and the selection of the firms mandated to perform the work shall be determined in consultation with the Landlord. The results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord social security contributions and shall not be communicated to any other person except with liability, deduction, contribution, assessment or claim arising from or made during or after the Landlord’s prior written consent. All costs and fees Contract Period in connection with the rehabilitation provision of the Premises for which the Tenant is responsible hereunder and incurred Deliverables by the Landlord shall be reimbursed to the Landlord by the Tenant within sixty (60) days of receipt by the Tenant of an invoice therefor together with supporting documentation.
b) If the Contamination is not caused by the Tenant Supplier or the Tenant’s Representatives, the Landlord, at its cost, shall diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws. The supervision and performance any of the work shall be done in consultation with Supplier Staff. If any of the Tenant in such a manner as to cause the least possible interference with the Tenant’s operations on the Premises. The Landlord shall indemnify and hold the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or Supplier Staff are Workers who receive payment relating to the presence Deliverables, then the Supplier must ensure that its contract with the Worker contains the following requirements: the Buyer may, at any time during the Contract Period, request that the Worker provides information which demonstrates they comply with Clause 31.3, or why those requirements do not apply, the Buyer can specify the information the Worker must provide and the deadline for responding; the Worker’s contract may be terminated at the Buyer’s request if the Worker fails to provide the information requested by the Buyer within the time specified by the Buyer; the Worker’s contract may be terminated at the Buyer’s request if the Worker provides information which the Buyer considers is not good enough to demonstrate how it complies with Clause 31.3 or confirms that the Worker is not complying with those requirements; and the Buyer may supply any information they receive from the Worker to HMRC for revenue collection and management. Conflict of Contamination interest The Supplier must take action to ensure that neither the Supplier nor the Supplier Staff are placed in the position of an actual or potential Conflict of Interest. The Supplier must promptly notify and provide details to CCS and each Buyer if a Conflict of Interest happens or is expected to happen. CCS and each Buyer can terminate its Contract immediately by giving notice in writing to the Supplier or take any steps it thinks are necessary where there is or may be an actual or potential Conflict of Interest. Reporting a breach of the contract As soon as it is aware of it the Supplier and Supplier Staff must report to CCS or the Buyer any actual or suspected breach of: Law; Clause 12.1; or Clauses 27 to 32. The Supplier must not retaliate against any of the Supplier Staff who in good faith reports a breach listed in Clause 33.1 to the Buyer or a Prescribed Person. Resolving disputes If there is a Dispute, the senior representatives of the Parties who have authority to settle the Dispute will, within 28 days of a written request from the other Party, meet in good faith to resolve the Dispute. If the Dispute is not resolved at that meeting, the Parties can attempt to settle it by mediation using the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure current at the time of the Dispute. If the Parties cannot agree on a mediator, the Premisesmediator will be nominated by CEDR. Any investigationsIf either Party does not wish to use, characterizations or continue to use mediation, or mediation does not resolve the Dispute, the Dispute must be resolved using Clauses 34.3 to 34.5. Unless the Relevant Authority refers the Dispute to arbitration using Clause 34.4, the Parties irrevocably agree that the courts of England and rehabilitation work required Wales have the exclusive jurisdiction to: determine the Dispute; grant interim remedies; and/or grant any other provisional or protective relief. The Supplier agrees that the Relevant Authority has the exclusive right to refer any Dispute to be performed finally resolved by either party pursuant to arbitration under the provisions London Court of this Section shall International Arbitration Rules current at the time of the Dispute. There will be performed in accordance with all Applicable Laws (including Environmental Laws), the contaminated land rehabilitation policy and any other requirement of competent authoritiesonly one arbitrator. The Landlord shall have the right to conduct environmental audits as it deems necessary to ensure compliance with this Section and costs of such audits shall be payable by the Tenant, as Additional Rent, upon receipt of an invoice therefor together with supporting documentation. The Tenant’s obligations under this Section remain in force notwithstanding the expiry seat or legal place of the Term or premature termination of arbitration will be London and the Leaseproceedings will be in English.
Appears in 1 contract
Samples: Call Off Contract
Environment. Upon demand The Tenant shall be responsible for the remediation of any environmental contamination (beyond the contamination contained in the Reports or otherwise existing on the Closing Date or caused by, arising or resulting thereafter from the said contamination) caused by the Tenant's negligence, misconduct or carrying on of its business outside of the ordinary course as conducted prior to the Closing Date, provided that effect, the Tenant shall provide take all due care in the Landlord with all information relating carrying on of its business in the ordinary course to its compliance with Environmental Laws. In minimize any such contamination, it being understood that this shall not entail any capital expenditures by the event of any contamination Tenant in excess of Twenty Five Thousand Dollars ($25,000) for the thresholds permitted by duration of the Environmental Laws (a “Contamination”) the following provisions apply:
a) If the Contamination is caused Initial Term, except for such equipment as may be voluntarily purchased by the Tenant or the Tenant’s Representatives, the Tenant, upon receipt of written notice from the Landlord to that effect, shall, at its cost, diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws or, if the Contamination is not entirely caused by the Tenant or the Tenant’s Representatives, to the extent necessary to remove the Contamination caused or aggravated by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing prior to the Commencement Date or caused by migration. The scope of the work and the selection of the firms mandated to perform the work shall be determined in consultation with the Landlord. The results as a result of any investigation, characterization changes to Tenant's processes or rehabilitation work shall be communicated only to operations from that carried on at the Landlord and shall not be communicated to any other person except with the Landlord’s prior written consent. All costs and fees in connection with the rehabilitation of the Premises for which the Tenant is responsible hereunder and incurred by the Landlord shall be reimbursed to the Landlord by the Tenant within sixty (60) days of receipt by the Tenant of an invoice therefor together with supporting documentation.
b) If the Contamination is not caused by the Tenant or the Tenant’s Representatives, the Landlord, at its cost, shall diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws. The supervision and performance of the work shall be done in consultation with the Tenant in such a manner as to cause the least possible interference with the Tenant’s operations on the Premises. The Landlord shall indemnify and hold the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or relating to the presence of Contamination on the Premises. Any investigations, characterizations and rehabilitation work required to be performed by either party pursuant to the provisions of this Section shall be performed in accordance with all Applicable Laws (including Environmental Laws), the contaminated land rehabilitation policy and any other requirement of competent authoritiesClosing Date. The Landlord shall have the right to conduct environmental audits as it deems necessary have capital expenditures related to ensure compliance with this Section and costs such contamination in excess of such audits Twenty-Five Thousand Dollars ($25,000) effected by. the Tenant at the Landlord's sole cost. The Landlord shall be payable by the lease to Tenant, at no additional cost, two compartments and adjacent areas of the existing hazardous waste storage area (North Yard) as Additional Rentagreed between Landlord and Tenant, upon receipt of an invoice therefor together with supporting documentationand permit access to such compartments and adjacent areas, subject to arrangements reasonably acceptable to both parties, it being acknowledged the hazardous waste storage area is surrounded by a locked fence. The Tenant’s obligations under this Section remain Landlord shall remove all wastes in force notwithstanding the said compartments as soon as reasonably practicable and in any event no later than five (5) business days after the Closing Date. Both parties shall conduct all their operations within the hazardous waste storage area in accordance with applicable Environmental Law and good industrial practices. The Tenant shall, prior to the expiry of the Term Lease, remove all wastes generated by the Tenant from the said two compartments of the hazardous waste storage area and adjacent areas and return it in the same condition as at the commencement of the Lease, reasonable wear and tear excepted. Upon noticing any Discharge of a Substance in the said hazardous waste storage area, the party having noticed the Discharge shall inform forthwith the other party and shall cooperate in any Remedial Work which may be necessary, the costs of which shall be borne by the party responsible for the said Discharge. The Landlord shall remain owner of and responsible for any and all pollution abatement or premature treatment equipment used in the Building at the Closing Date and the Landlord shall, at its own costs, purchase and install any other pollution abatement or treatment equipment required by any Government Entity as a result of any default by the Landlord under the representations and warranties provisions contained in the Asset Purchase Agreement and the Landlord shall remain owner of and responsible for any such equipment. The Landlord shall cooperate in securing or transferring to the Tenant Environmental Permits which are necessary in respect of the Business as at the Closing Date, provided that to the extent not contemplated in the Asset Purchase Agreement, the same shall be at the cost of the Tenant. Within thirty (30) days following the expiration of the Lease, the Tenant will provide the Landlord with an environmental audit prepared by a reputable consultant identifying and delineating the existence of any environmental condition on or from the Lachine Space, all to be satisfactory to the Landlord, acting reasonably. The Landlord will advise the Tenant within thirty (30) days of any dispute it has, based on the information the Landlord possesses, as to the conclusions of such report. Except for any matters of contamination for which the Landlord claims the Tenant is responsible and which are identified by Landlord to the Tenant, in writing, within three (3) years of the termination of the Lease, the Tenant shall be deemed to be released from any and all liability in connection with any environmental contamination of the Property. The Tenant shall not assume any liability for the wire drawing solution tanks present in Block C of the Building. The Tenant shall not be liable with regard to existing contamination of groundwater or soil in or under the Property. The Tenant shall not be responsible for any contamination covered by the environmental indemnification provisions contained in the Asset Purchase Agreement (to the extent that the Landlord has liability therefor under the Asset Purchase Agreement) and the Landlord agrees that nothing in this Lease shall be interpreted as limiting in any way the representations and warranties as well as the environmental indemnification provisions contained in the Asset Purchase Agreement.
Appears in 1 contract
Environment. Upon demand to that effect(a) The Tenant will store any Hazardous Substances brought onto the Lands in accordance with all applicable laws and any required permits, licences or authorizations.
(b) The Tenant will not Release and will not permit the Release of any Hazardous Substances onto or from the Building or the Lands except in accordance with applicable laws and any required permits, licences or authorizations.
(c) At its own cost, risk and expense, the Tenant shall comply with all laws and regulations from time to time in force regulating the manufacture, use, storage, transportation, disposal or other dealing with Hazardous Substances by the Tenant.
(d) The Tenant will be fully and completely liable for and will and does hereby indemnify and save harmless the Landlord from all cleanup costs and remediation charges, fees, penalties or damages, whether civil or criminal, and any expense with respect thereto, required by any decree, directive or order from any governmental authority relating to the treatment, storage, disposal or transportation of Hazardous Substances on or from the Lands by the Tenant, its employees, agents, contractors or others for whom the Tenant is responsible in law.
(e) If any Hazardous Substances are brought onto the Leased Premises or created upon the Leased Premises during the Term, such Hazardous Substances shall be the sole and exclusive property of the Tenant and not of the Landlord, notwithstanding the degree of affixation of the Hazardous Substances or the goods containing the Hazardous Substances to the Leased Premises and notwithstanding the expiry or sooner termination of this Lease.
(f) On or before the expiration or sooner termination of this Lease, the Tenant will remove all Hazardous Substances which have been brought onto or created upon the Leased Premises during the Term, whether by the Tenant or any other person other than the Landlord, including any Hazardous Substances which may have been Released or deposited into the soil.
(g) The Tenant will advise the Landlord of any Release of any Hazardous Substances on the Leased Premises or the Lands forthwith and will provide the Landlord with all information relating to its compliance with Environmental Laws. In information, notices, reports and other documents it has regarding such Release and the event of any contamination in excess of the thresholds permitted by the Environmental Laws (a “Contamination”) the following provisions apply:
a) If the Contamination is caused remediation steps being undertaken by the Tenant or the Tenant’s Representatives, the Tenant, upon receipt of written notice from the Landlord to that effect, shall, at its cost, diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws or, if the Contamination is not entirely caused by the Tenant or the Tenant’s Representatives, respect to the extent necessary to remove the Contamination caused Release or aggravated by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing prior to the Commencement Date or caused by migration. The scope of the work and the selection of the firms mandated to perform the work shall as may reasonably be determined in consultation with the Landlord. The results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord and shall not be communicated to any other person except with the Landlord’s prior written consent. All costs and fees in connection with the rehabilitation of the Premises for which the Tenant is responsible hereunder and incurred required by the Landlord shall be reimbursed to the Landlord by the Tenant within sixty (60) days of receipt by the Tenant of an invoice therefor together with supporting documentation.
b) If the Contamination is not caused by the Tenant or the Tenant’s Representatives, the Landlord, at its cost, shall diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws. The supervision and performance of the work shall be done in consultation with the Tenant in such a manner as to cause the least possible interference with the Tenant’s operations on the Premises. The Landlord shall indemnify and hold the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or relating to the presence of Contamination on the Premises. Any investigations, characterizations and rehabilitation work required to be performed by either party pursuant to the provisions of this Section shall be performed in accordance with all Applicable Laws (including Environmental Laws), the contaminated land rehabilitation policy and any other requirement of competent authorities. The Landlord shall have the right to conduct environmental audits as it deems necessary to ensure compliance with this Section and costs of such audits shall be payable by the Tenant, as Additional Rent, upon receipt of an invoice therefor together with supporting documentation. The Tenant’s obligations under this Section remain in force notwithstanding the expiry of the Term or premature termination of the Lease.
Appears in 1 contract
Samples: Lease (Smartire Systems Inc)
Environment. Upon demand to that effect20.1 During the Warranty Period and the period between December 2, 2020 and the Applicable Completion, the Tenant shall provide operations of the Landlord with all information relating to its Business have been conducted in material compliance with Applicable Environmental Laws. In Each of the event Existing Companies (as well as SGI with respect to the conduct of the Business) is, and has been during the Warranty Period and the period between December 2, 2020 and the Applicable Completion Date, in material compliance with all Environmental Authorisations and, as of December 2, 2020, had received no written notice of any contamination in excess action to revoke or modify any such Environmental Authorisations or change the conditions of the thresholds permitted same. So far as the Seller is aware, no circumstances exist which might prejudice the continuation or renewal of any of the material Environmental Authorisations or result in any of such material Environmental Authorisations being materially modified or denied renewal or renewed at materially different terms and conditions.
20.2 During the Warranty Period and the period between December 2, 2020 and the Applicable Completion Date, there have not been present, and each of the Existing Companies (as well as SGI with respect to the conduct of the Business) has not treated, stored, discharged, recycled or disposed of, any hazardous materials on any Business Properties or elsewhere in a manner that would result in a material environmental liability.
20.3 Each of the Existing Companies (as well as SGI with respect to the conduct of the Business) has during the Warranty Period and the period between December 2, 2020 and the Applicable Completion Date performed its business activities, including all operations, processes, methods and techniques used for transportation, treatment, storage and disposal of waste and for water procurement and water discharge, in material compliance with Applicable Environmental Laws in force from time to time, as well as with the procedures and requirements provided for in the Environmental Authorisations relating to each of such activities.
20.4 As of December 2, 2020, there were no pending, or threatened in writing, civil litigation or trial or, so far as the Seller is aware, criminal investigation or administrative proceedings involving any of the Existing Companies (as well as SGI with respect to the conduct of the Business) and their current directors, officers or Employees (in each case, in their respective capacity as directors, officers or Employees), for material violation of any Applicable Environmental Laws or for compensation of material damage suffered by the Environmental Laws environment or by third parties. As of December 2, 2020, no Existing Company (a “Contamination”as well as SGI with respect to the conduct of the Business) or, so far as the following provisions apply:
a) If the Contamination Seller is caused by the Tenant aware, their directors, officers or the Tenant’s Representatives, the Tenant, upon receipt of Employees had received any written notice from the Landlord of material violation, warning, notice, demand or other notification that was still pending as of such date according to that effect, shall, at its cost, diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into which it is or may be liable for any alleged material non-compliance with Applicable Environmental Laws, including, without limitation, any Applicable Law related to asbestos, lead or silica or products, assets, materials, or supplies, or other property (including personal property, real property and fixtures) containing asbestos, lead or silica, or any exposure thereto.
20.5 Each of the Existing Companies has not assumed or undertaken any material environmental liability of any other person, including its own directors, managers and Employees. No material work, remediation, investigation, report, investment or expenditure is required to be incurred under any Applicable Environmental Laws or, if Law in order to lawfully carry out the Business.
20.6 The Warranties in this paragraph 20 do not apply to any matters relating to Hazardous Substances or Contamination is not entirely caused by at the Tenant or the Tenant’s RepresentativesSaluggia Campus, to the extent necessary to remove the Contamination caused or aggravated addressed by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing prior to the Commencement Date or caused by migration. The scope clause 22 of the work and the selection of the firms mandated to perform the work shall be determined in consultation with the Landlord. The results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord and shall not be communicated to any other person except with the Landlord’s prior written consent. All costs and fees in connection with the rehabilitation of the Premises for which the Tenant is responsible hereunder and incurred by the Landlord shall be reimbursed to the Landlord by the Tenant within sixty (60) days of receipt by the Tenant of an invoice therefor together with supporting documentationAgreement.
b) If the Contamination is not caused by the Tenant or the Tenant’s Representatives, the Landlord, at its cost, shall diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws. The supervision and performance of the work shall be done in consultation with the Tenant in such a manner as to cause the least possible interference with the Tenant’s operations on the Premises. The Landlord shall indemnify and hold the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or relating to the presence of Contamination on the Premises. Any investigations, characterizations and rehabilitation work required to be performed by either party pursuant to the provisions of this Section shall be performed in accordance with all Applicable Laws (including Environmental Laws), the contaminated land rehabilitation policy and any other requirement of competent authorities. The Landlord shall have the right to conduct environmental audits as it deems necessary to ensure compliance with this Section and costs of such audits shall be payable by the Tenant, as Additional Rent, upon receipt of an invoice therefor together with supporting documentation. The Tenant’s obligations under this Section remain in force notwithstanding the expiry of the Term or premature termination of the Lease.
Appears in 1 contract
Environment. Upon demand to that effectThe Tenant's storage, generation, use, handling, manufacture, processing, labelling, transportation, treatment, emission, discharge or release of general wastes and Hazardous Substances in the Tenant Leased Premises and in the Complex shall provide the Landlord with all information relating to its be in compliance with Environmental LawsLaw. In The Tenant further covenants to provide written notification to the event Landlord of any contamination in excess of the thresholds permitted by the Environmental Laws (a “Contamination”) the following provisions apply:
a) If the Contamination is caused by Hazardous Substance which the Tenant or intends to bring into the Tenant’s RepresentativesComplex, unless such Hazardous Substances are in use in the TenantComplex as at the Commencement Date, upon receipt of written notice from so as to enable the Landlord to that effect, shall, determine whether its existing Environmental Process Management and Hazardous Substance Control systems are capable of accommodating such Hazardous Substance. A list of the Hazardous Substances in use in the Complex as at its cost, diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws or, if the Contamination is not entirely caused by the Tenant or the Tenant’s Representatives, to the extent necessary to remove the Contamination caused or aggravated by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing prior to the Commencement Date or caused by migration. The scope of the work and the selection of the firms mandated to perform the work shall be determined in consultation with the Landlord. The results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord and shall not be communicated to any other person except with the Landlord’s prior written consent. All costs and fees in connection with the rehabilitation of the Premises for which the Tenant is responsible hereunder and incurred by the Landlord shall be reimbursed provided to the Landlord by the Tenant within sixty on the Commencement Date. If the Tenant wishes to bring into the Complex any Hazardous Substances which cannot safely be accommodated by the Landlord's then existing Environmental Process Management and Hazardous Substance Control systems, the Tenant shall on Notice to the Landlord confirming the Tenant's intention to proceed to bring such Hazardous Substances into the Complex, and after such time as the Landlord shall require to implement appropriate safety measures in that regard, pay all costs associated with the modifications or upgrades required to be made to such systems, and for all permits and licenses required to be obtained in that regard. The Tenant, prior to the expiry of the Term, at its expense, shall cause an environmental engineering firm or environmental consultant, acceptable to the Landlord, which acceptance will not be unreasonably withheld, to conduct a Phase II Environmental Assessment of the Environment, excluding any location where waste from the Leased Premises has been disposed, to determine whether there has been any release or discharge of Hazardous Substances to the Environment during the Term (60the "Study"), the scope and commencement date of such Study to be acceptable to the Landlord, which acceptance will not be unreasonably withheld, and to summarize the results of the Study in a report to the Tenant (the "Report"), which report the Tenant shall disclose to the Landlord at least thirty (30) days prior to the expiry of receipt the Term. The Tenant shall undertake at its expense such remedial work, if any, in respect of releases or discharges of Hazardous Substances to the Environment identified in the Report as are required to bring the Environment into compliance with Environmental Law so as not to give rise to liability on the part of the Landlord for the removal or remediation of such Hazardous Substances or generally for Environmental Losses (the "Remedial Work") provided it is established that the Hazardous Substance has been released or discharged by the Tenant. To the extent that the Remedial Work, or any portion thereof, is required to be undertaken or completed after the expiry of the Term, the Landlord shall ensure the Tenant is granted a free, unlimited and unrestricted right of an invoice therefor together with supporting documentation.
b) If access to the Contamination is not Complex for the purpose of allowing the Tenant, its employees, agents and subcontractors to undertake and complete the Remedial Work. The Tenant shall use reasonable efforts to minimize any disruption to the business of the Landlord or any other occupant of the Complex likely to be caused by the Tenant's undertaking the Remedial Work after the expiry of the Term. Notwithstanding anything to the contrary in this Lease, Tenant shall not be liable for or responsible for nor liable to pay any costs with respect to: (i) Environmental Losses arising from the migration during the Term of Hazardous Substances from another property to the Lands or from the Lands to another property (in each case except to the extent the release of such Hazardous Substances was caused by Tenant’s Representatives, the Landlord, at its cost, shall diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises ); and the environment into compliance with the Environmental Laws. The supervision and performance of the work shall be done in consultation with the Tenant in such a manner as to cause the least possible interference with the Tenant’s operations on the Premises. The Landlord shall indemnify and hold the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or relating to the presence of Contamination on the Premises. Any investigations, characterizations and rehabilitation work required to be performed by either party pursuant to the provisions of this Section shall be performed in accordance with all Applicable Laws (including Environmental Laws), the contaminated land rehabilitation policy and any other requirement of competent authorities. The Landlord shall have the right to conduct environmental audits as it deems necessary to ensure compliance with this Section and costs of such audits shall be payable by the Tenant, as Additional Rentits officers and directors, upon receipt of an invoice therefor together with supporting documentation. The Tenant’s obligations under this Section remain in force notwithstanding the expiry of the Term and those for whom it is at law responsible, from any claim, liability or premature termination of the Leasedamage arising therefrom.
Appears in 1 contract
Environment. Upon demand 11.20.1 There are no existing claims, demands, damages, expenses, suits, proceedings, actions, negotiations or (to that effectthe best knowledge of the Borrower, the Tenant shall provide the Landlord with all information relating to its compliance with Environmental Laws. In the event after due enquiry) causes of action of any contamination in excess of the thresholds permitted by the Environmental Laws (a “Contamination”) the following provisions apply:
a) If the Contamination is caused by the Tenant nature whatsoever, whether threatened or the Tenant’s Representativespending, the Tenant, upon receipt of written notice from the Landlord to that effect, shall, at its cost, diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws or, if the Contamination is not entirely caused by the Tenant or the Tenant’s Representatives, to the extent necessary to remove the Contamination caused or aggravated by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing prior to the Commencement Date or caused by migration. The scope of the work and the selection of the firms mandated to perform the work shall be determined in consultation with the Landlord. The results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord and shall not be communicated to any other person except with the Landlord’s prior written consent. All costs and fees in connection with the rehabilitation of the Premises for which the Tenant is responsible hereunder and incurred by the Landlord shall be reimbursed to the Landlord by the Tenant within sixty (60) days of receipt by the Tenant of an invoice therefor together with supporting documentation.
b) If the Contamination is not caused by the Tenant or the Tenant’s Representatives, the Landlord, at its cost, shall diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws. The supervision and performance of the work shall be done in consultation with the Tenant in such a manner as to cause the least possible interference with the Tenant’s operations on the Premises. The Landlord shall indemnify and hold the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or relating to the presence on any property owned or controlled by the Borrower or the Restricted Subsidiaries, either past or present, of Contamination any Hazardous Substance, or out of any past or present activity conducted not in compliance with applicable Environmental Laws on any property now owned by the Premises. Any investigationsBorrower or the Restricted Subsidiaries, characterizations whether or not conducted by the Borrower or the Restricted Subsidiaries, involving Hazardous Substances, which would reasonably be expected to result in a Material Adverse Change; all material claims, demands, damages, expenses, suits, proceedings, actions, negotiations or causes of action of which the Borrower is aware are described in Schedule "H";
11.20.2 To the best of the knowledge of the Borrower, after due enquiry:
(a) there is no Hazardous Substance existing on or under any property of the Borrower or of any of the Restricted Subsidiaries which constitutes a violation of any Environmental Law for which an owner, operator or Person in control of a property may be held liable which would, if acted upon by the appropriate governmental authority, reasonably be expected to result in a Material Adverse Change;
(b) the business of the Borrower and rehabilitation work each of the Restricted Subsidiaries is being carried on so as to respect in all material ways all Environmental Laws and all Laws applicable to health and safety matters;
(c) no Hazardous Substance has been spilled or emitted into the environment contrary to applicable Environmental Laws from any property owned, operated or controlled by the Borrower or any of the Restricted Subsidiaries which would, if acted upon by the appropriate governmental authority, reasonably be expected to result in a Material Adverse Change;
(d) compliance by the Borrower and the Restricted Subsidiaries with all current Environmental Laws would not reasonably be expected to result in a Material Adverse Change;
(e) neither the Borrower nor any of the Restricted Subsidiaries is in default in filing any report or information material to its business with any governmental authority as required to be performed by either party pursuant to the provisions of this Section shall be performed in accordance with all Applicable Laws (including Environmental Laws), ; and
(f) the contaminated land rehabilitation policy Borrower and any other requirement of competent authorities. The Landlord shall have the right to conduct environmental audits as it deems necessary to ensure compliance with this Section and costs of such audits shall be payable by the Tenant, as Additional Rent, upon receipt of an invoice therefor together with supporting documentation. The Tenant’s obligations under this Section remain in force notwithstanding the expiry each of the Term or premature termination of Restricted Subsidiaries has maintained, in all material respects, all environmental and operating documents and records material to its business substantially in the Leasemanner required by all Environmental Laws.
Appears in 1 contract
Samples: Credit Agreement (Cgi Group Inc)
Environment. Upon demand to that effectThe Tenant's storage, generation, use, handling, manufacture, processing, labelling, transportation, treatment, emission, discharge or release of general wastes and Hazardous Substances in the Tenant Leased Premises and in the Complex shall provide the Landlord with all information relating to its be in compliance with Environmental LawsLaw. In The Tenant further covenants to provide written notification to the event Landlord of any contamination in excess of the thresholds permitted by the Environmental Laws (a “Contamination”) the following provisions apply:
a) If the Contamination is caused by Hazardous Substance which the Tenant or intends to bring into the Tenant’s RepresentativesComplex, unless such Hazardous Substances are in use in the TenantComplex as at the Commencement Date, upon receipt of written notice from so as to enable the Landlord to that effect, shall, determine whether its existing Environmental Process Management and Hazardous Substance Control systems are capable of accommodating such Hazardous Substance. A list of the Hazardous Substances in use in the Complex as at its cost, diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws or, if the Contamination is not entirely caused by the Tenant or the Tenant’s Representatives, to the extent necessary to remove the Contamination caused or aggravated by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing prior to the Commencement Date or caused by migration. The scope of the work and the selection of the firms mandated to perform the work shall be determined in consultation with the Landlord. The results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord and shall not be communicated to any other person except with the Landlord’s prior written consent. All costs and fees in connection with the rehabilitation of the Premises for which the Tenant is responsible hereunder and incurred by the Landlord shall be reimbursed provided to the Landlord by the Tenant within sixty on the Commencement Date. If the Tenant wishes to bring into the Complex any Hazardous Substances which cannot safely be accommodated by the Landlord's then existing Environmental Process Management and Hazardous Substance Control systems, the Tenant shall on Notice to the Landlord confirming the Tenant's intention to proceed to bring such Hazardous Substances into the Complex, and after such time as the Landlord shall require to implement appropriate safety measures in that regard, pay all costs associated with the modifications or upgrades required to be made to such systems, and for all permits and licenses required to be obtained in that regard. The Tenant, prior to the expiry of the Term, at its expense, shall cause an environmental engineering firm or environmental consultant, acceptable to the Landlord, which acceptance will not be unreasonably withheld, to conduct a Phase II Environmental Assessment of the Environment, excluding any location where waste from the Leased Premises has been disposed, to determine whether there has been any release or discharge of Hazardous Substances to the Environment during the Term (60the "Study"), the scope and commencement date of such Study to be acceptable to the Landlord, which acceptance will not be unreasonably withheld, and to summarise the results of the Study in a report to the Tenant (the "Report"), which report the Tenant shall disclose to the Landlord at least thirty (30) days prior to the expiry of receipt the Term. The Tenant shall undertake at its expense such remedial work, if any, in respect of releases or discharges of Hazardous Substances to the Environment identified in the Report as are required to bring the Environment into compliance with Environmental Law so as not to give rise to liability on the part of the Landlord for the removal or remediation of such Hazardous Substances or generally for Environmental Losses (the "Remedial Work") provided it is established that the Hazardous Substance has been released or discharged by the Tenant. To the extent that the Remedial Work, or any portion thereof, is required to be undertaken or completed after the expiry of the Term, the Landlord shall ensure the Tenant is granted a free, unlimited and unrestricted right of an invoice therefor together with supporting documentation.
b) If access to the Contamination is not Complex for the purpose of allowing the Tenant, its employees, agents and subcontractors to undertake and complete the Remedial Work. The Tenant shall use reasonable efforts to minimize any disruption to the business of the Landlord or any other occupant of the Complex likely to be caused by the Tenant's undertaking the Remedial Work after the expiry of the Tenn. Notwithstanding anything to the contrary in this Lease, Tenant shall not be liable for or responsible for nor liable to pay any costs with respect to: (i) Environmental Losses arising from the migration during the Term of Hazardous Substances from another property to the Lands or from the Lands to another property (in each case except to the extent the release of such Hazardous Substances was caused by Tenant’s Representatives, the Landlord, at its cost, shall diligently and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises ); and the environment into compliance with the Environmental Laws. The supervision and performance of the work shall be done in consultation with the Tenant in such a manner as to cause the least possible interference with the Tenant’s operations on the Premises. The Landlord shall indemnify and hold the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or relating to the presence of Contamination on the Premises. Any investigations, characterizations and rehabilitation work required to be performed by either party pursuant to the provisions of this Section shall be performed in accordance with all Applicable Laws (including Environmental Laws), the contaminated land rehabilitation policy and any other requirement of competent authorities. The Landlord shall have the right to conduct environmental audits as it deems necessary to ensure compliance with this Section and costs of such audits shall be payable by the Tenant, as Additional Rentits officers and directors, upon receipt of an invoice therefor together with supporting documentation. The Tenant’s obligations under this Section remain in force notwithstanding the expiry of the Term and those for whom it is at law responsible, from any claim, liability or premature termination of the Leasedamage arising therefrom.
Appears in 1 contract
Environment. Upon demand to 15.1 The Lessee shall take personal responsibility for periodical inspections concerning the search for dangerous substances (and asbestos in particular) in the Leased Premises, together with the complementary works that effectare necessary during its possession, connected in particular with the specific fitting-out or other works carried out by it or on its behalf and shall send the Lessor, on its demand, a copy of each report drawn up in this context. For the performance of works carried out by it or on its behalf, including during the Lease as the case may be, the Tenant Lessee undertakes to ensure that no material is used which is recognised, at the time of the works, as being liable to constitute a danger for the safety of occupiers of the Leased Premises and/or of the Property. -47- If materials used by it or on its behalf should later come to be prohibited by a new legal provision, the Lessee shall take personal responsibility for dealing with all consequences thereof: search for materials, diagnostics, removal or other treatment, without being entitled to make any claim against the Lessor. All inspections, verifications and works which, due to existing or future regulations concerning the safety of persons or the environment and the health of persons, govern the Leased Premises and/or the Property, and the outfitting and developments, installations and equipment contained therein, shall in their entirety be borne by the Lessee which hereby waives any claims against the Lessor for the damage and the perturbation of its possession that may arise as a consequence.
15.2 If the Lessee should proceed with installing in the Leased Premises any installation classified for the protection of the environment or any installation or equipment which is not classified but which nevertheless presents a hazard for the environment, it must obtain the prior written agreement of the Lessor and, in the event of its agreement, it shall be the operator and undertakes to insure, at its own expense, the maintenance, repairs and any replacements that may be necessary for any reason whatsoever. Where it is the sole beneficiary of the same, and each time it is so authorised by the administrative authorities, the Lessee undertakes to declare itself as operator of any installation classified for the protection of the environment (ICPE) required for the exploitation of the Leased Premises. The Lessee shall take personal responsibility for the administrative authorisations to be obtained such that the Lessor shall never be pursued in this respect. The Lessee shall inform the Lessor of the steps that it has taken in this sense and shall transmit to it all documents pertaining thereto, including the receipt for the declaration and/or the administrative order granting authorisation, together with any letters from the administrative authorities concerning this installation. In case of failure of providing these documents by the Lessee to the Lessor, on request of the Lessor, a notice will be sent by the Lessor to the Lessee by registered letter with return receipt requested to have to provide the Landlord concerned document(s) within a fifteen (15) day period, from the date of sending of this notice. Failing such presentation of the document(s) at the expiry of the abovementioned period, a penalty will be owed by the Lessee to the Lessor equal to (i) one hundred euros (€100) excluding taxes per day late during the 1st month of delay, (ii) three hundred euros (€300) excluding taxes per day late, during the 2nd month of delay and (iii) five hundred euros (€500) excluding taxes per day late, during the 3rd month of delay. The Lessee undertakes to make the ICPE compliant with all information relating regulations in force, now and in future, such that the Lessor shall not be pursued in this respect and/or such that it does not have to bear the cost thereof. The Lessee undertakes to operate and maintain the ICPE in such manner that this installation is not such as to cause any nuisance whatsoever to third parties and/or to the other tenants of the Property. In addition, and unless notified otherwise by the Lessor, the Lessee must proceed with the removal of any ICPE which it has itself installed over the duration of the lease, and with any renovation works pertaining thereto, as of the end of its compliance possession. Subject to obtaining the prior written agreement of the Lessor, the Lessee must also proceed with Environmental Lawsall formalities with the administrative authorities for the ceasing of the ICPE’s activity and shall substantiate the same to the Lessor. -48- In the event of any contamination in excess that the administrative authorities require the Lessor to declare itself as operator of the thresholds permitted ICPE installed and operated in the Property by the Environmental Laws Lessee, and where the authorisation to operate or receipt of the declaration is refused to the Lessor after it has filed the application for authorisation or the declaration, the Lessee shall not have any right of claim against the Lessor in this respect. In any event:
(a “Contamination”i) all costs connected with the filing of the application for authorisation or the declaration shall be borne by the Lessee,
(ii) the following provisions apply:
a) If the Contamination is caused by the Tenant or the Tenant’s Representatives, the Tenant, upon receipt of written notice from the Landlord to that effect, Lessee shall, solely at its costown expense, diligently maintain the ICPE in question and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment it into compliance with all regulations in force, now and in future, such that the Environmental Laws orLessor shall never be pursued in this respect or bear the cost thereof,
(iii) the Lessee shall, if the Contamination is not entirely caused by the Tenant or the Tenant’s Representatives, to the extent necessary to remove the Contamination caused or aggravated by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing prior to the Commencement Date or caused by migration. The scope of the work and the selection of the firms mandated to perform the work shall be determined in consultation with the Landlord. The results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord and shall not be communicated to any other person except with the Landlord’s prior written consent. All costs and fees in connection with the rehabilitation of the Premises for which the Tenant is responsible hereunder and incurred by the Landlord shall be reimbursed to the Landlord by the Tenant within sixty (60) days of receipt by the Tenant of an invoice therefor together with supporting documentation.
b) If the Contamination is not caused by the Tenant or the Tenant’s Representatives, the Landlord, solely at its costown expense, shall diligently cause the ICPE to be operated and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws. The supervision and performance of the work shall be done in consultation with the Tenant maintained in such a manner that this installation shall not be such as to cause a nuisance of any nature to third parties and/or to the least possible interference other tenants of the Property, and
(iv) the Lessee shall protect and indemnify the Lessor and hold it harmless against any claim made against it with respect to the Tenant’s operations on ICPE for which the PremisesLessor has declared itself to be the operator. Moreover, the Lessee expressly undertakes to comply with all of the prefectoral or regulatory prescriptions whether applicable to such ICPEs or not, and in particular those of any prefectoral order granting authorisation to operate which it becomes the holder of as well as all prescriptions of any future complementary order.
15.3 In the event that the Leased Premises are located in a zone covered by a plan for the prevention of technological hazards (plan de prévention des risques technologiques) or by a plan for the prevention of foreseeable natural hazards (plan de prévention des risques naturels prévisibles), whether prescribed or approved, or in a seismic zone as defined by Decree adopted in the Conseil d’Etat, a statement of the foreseeable natural hazards, technological hazards or seismic risks pertaining to the zone in which the Leased Premises are located, shall be appended to the Lease pursuant to Article L. 125-5 of the Environmental Code (Appendix 11). The Landlord shall indemnify and hold Lessor hereby informs the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or relating Lessee that no harmful event which would give rise to the presence payment of Contamination on the Premises. Any investigations, characterizations and rehabilitation work required to be performed by either party pursuant to the provisions of this Section shall be performed compensation in accordance with all Applicable Laws (including Environmental Laws), the contaminated land rehabilitation policy and any other requirement of competent authorities. The Landlord shall have the right to conduct environmental audits as it deems necessary to ensure compliance with this Section and costs of such audits shall be payable by the Tenant, as Additional Rent, upon receipt of an invoice therefor together with supporting documentation. The Tenant’s obligations under this Section remain in force notwithstanding the expiry Article L. 125-2 of the Term or premature termination Code of the Leaseenvironment or L. 128-2 of the Insurance Code, has occurred during the period in which it has been the owner of the Leased Premises and, to date, it is not aware of any harmful event of this type having occurred in the Leased Premises.
Appears in 1 contract
Samples: Commercial Lease
Environment. Upon demand to 15.1 The Lessee shall take personal responsibility for periodical inspections concerning the search for dangerous substances (and asbestos in particular) in the Leased Premises, together with the complementary works that effectare necessary during its possession, connected in particular with the specific fitting-out or other works carried out by it or on its behalf and shall send the Lessor, on its demand, a copy of each report drawn up in this context. For the performance of works carried out by it or on its behalf, including during the Lease as the case may be, the Tenant Lessee undertakes to ensure that no material is used which is recognised, at the time of the works, as being liable to constitute a danger for the safety of occupiers of the Leased Premises and/or of the Property. If materials used by it or on its behalf should later come to be prohibited by a new legal provision, the Lessee shall take personal responsibility for dealing with all consequences thereof: search for materials, diagnostics, removal or other treatment, without being entitled to make any claim against the Lessor. All inspections, verifications and works which, due to existing or future regulations concerning the safety of persons or the environment and the health of persons, govern the Leased Premises and/or the Property, and the outfitting and developments, installations and equipment contained therein, shall in their entirety be borne by the Lessee which hereby waives any claims against the Lessor for the damage and the perturbation of its possession that may arise as a consequence.
15.2 If the Lessee should proceed with installing in the Leased Premises any installation classified for the protection of the environment or any installation or equipment which is not classified but which nevertheless presents a hazard for the environment, it must obtain the prior written agreement of the Lessor and, in the event of its agreement, it shall be the operator and undertakes to insure, at its own expense, the maintenance, repairs and any replacements that may be necessary for any reason whatsoever. Where it is the sole beneficiary of the same, and each time it is so authorised by the administrative authorities, the Lessee undertakes to declare itself as operator of any installation classified for the protection of the environment (ICPE) required for the exploitation of the Leased Premises. The Lessee shall take personal responsibility for the administrative authorisations to be obtained such that the Lessor shall never be pursued in this respect. The Lessee shall inform the Lessor of the steps that it has taken in this sense and shall transmit to it all documents pertaining thereto, including the receipt for the declaration and/or the administrative order granting authorisation, together with any letters from the administrative authorities concerning this installation. In case of failure of providing these documents by the Lessee to the Lessor, on request of the Lessor, a notice will be sent by the Lessor to the Lessee by registered letter with return receipt requested to have to provide the Landlord concerned document(s) within a fifteen (15) day period, from the date of sending of this notice. Failing such presentation of the document(s) at the expiry of the abovementioned period, a penalty will be owed by the Lessee to the Lessor equal to (i) one hundred euros (€100) excluding taxes per day late during the 1st month of delay, (ii) three hundred euros (€300) excluding taxes per day late, during the 2nd month of delay and (iii) five hundred euros (€500) excluding taxes per day late, during the 3rd month of delay. The Lessee undertakes to make the ICPE compliant with all information relating regulations in force, now and in future, such that the Lessor shall not be pursued in this respect and/or such that it does not have to bear the cost thereof. The Lessee undertakes to operate and maintain the ICPE in such manner that this installation is not such as to cause any nuisance whatsoever to third parties and/or to the other tenants of the Property. In addition, and unless notified otherwise by the Lessor, the Lessee must proceed with the removal of any ICPE which it has itself installed over the duration of the lease, and with any renovation works pertaining thereto, as of the end of its compliance possession. Subject to obtaining the prior written agreement of the Lessor, the Lessee must also proceed with Environmental Lawsall formalities with the administrative authorities for the ceasing of the ICPE’s activity and shall substantiate the same to the Lessor. In the event of any contamination in excess that the administrative authorities require the Lessor to declare itself as operator of the thresholds permitted ICPE installed and operated in the Property by the Environmental Laws Lessee, and where the authorisation to operate or receipt of the declaration is refused to the Lessor after it has filed the application for authorisation or the declaration, the Lessee shall not have any right of claim against the Lessor in this respect. In any event:
(a “Contamination”i) all costs connected with the filing of the application for authorisation or the declaration shall be borne by the Lessee,
(ii) the following provisions apply:
a) If the Contamination is caused by the Tenant or the Tenant’s Representatives, the Tenant, upon receipt of written notice from the Landlord to that effect, Lessee shall, solely at its costown expense, diligently maintain the ICPE in question and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment it into compliance with all regulations in force, now and in future, such that the Environmental Laws orLessor shall never be pursued in this respect or bear the cost thereof,
(iii) the Lessee shall, if the Contamination is not entirely caused by the Tenant or the Tenant’s Representatives, to the extent necessary to remove the Contamination caused or aggravated by the Tenant or the Tenant’s Representatives, but excluding any Contamination not caused by the Tenant, existing prior to the Commencement Date or caused by migration. The scope of the work and the selection of the firms mandated to perform the work shall be determined in consultation with the Landlord. The results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord and shall not be communicated to any other person except with the Landlord’s prior written consent. All costs and fees in connection with the rehabilitation of the Premises for which the Tenant is responsible hereunder and incurred by the Landlord shall be reimbursed to the Landlord by the Tenant within sixty (60) days of receipt by the Tenant of an invoice therefor together with supporting documentation.
b) If the Contamination is not caused by the Tenant or the Tenant’s Representatives, the Landlord, solely at its costown expense, shall diligently cause the ICPE to be operated and promptly perform all necessary investigations, characterizations and rehabilitation work required by competent authorities to bring the Premises and the environment into compliance with the Environmental Laws. The supervision and performance of the work shall be done in consultation with the Tenant maintained in such a manner that this installation shall not be such as to cause a nuisance of any nature to third parties and/or to the least possible interference other tenants of the Property, and
(iv) the Lessee shall protect and indemnify the Lessor and hold it harmless against any claim made against it with respect to the Tenant’s operations on ICPE for which the PremisesLessor has declared itself to be the operator. Moreover, the Lessee expressly undertakes to comply with all of the prefectoral or regulatory prescriptions whether applicable to such ICPEs or not, and in particular those of any prefectoral order granting authorisation to operate which it becomes the holder of as well as all prescriptions of any future complementary order.
15.3 In the event that the Leased Premises are located in a zone covered by a plan for the prevention of technological hazards (plan de prévention des risques technologiques) or by a plan for the prevention of foreseeable natural hazards (plan de prévention des risques naturels prévisibles), whether prescribed or approved, or in a seismic zone as defined by Decree adopted in the Conseil d’Etat, a statement of the foreseeable natural hazards, technological hazards or seismic risks pertaining to the zone in which the Leased Premises are located, shall be appended to the Lease pursuant to Article L. 125-5 of the Environmental Code (Appendix 11). The Landlord shall indemnify and hold Lessor hereby informs the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims arising out of or relating Lessee that no harmful event which would give rise to the presence payment of Contamination on the Premises. Any investigations, characterizations and rehabilitation work required to be performed by either party pursuant to the provisions of this Section shall be performed compensation in accordance with all Applicable Laws (including Environmental Laws), the contaminated land rehabilitation policy and any other requirement of competent authorities. The Landlord shall have the right to conduct environmental audits as it deems necessary to ensure compliance with this Section and costs of such audits shall be payable by the Tenant, as Additional Rent, upon receipt of an invoice therefor together with supporting documentation. The Tenant’s obligations under this Section remain in force notwithstanding the expiry Article L. 125-2 of the Term or premature termination Code of the Leaseenvironment or L. 128-2 of the Insurance Code, has occurred during the period in which it has been the owner of the Leased Premises and, to date, it is not aware of any harmful event of this type having occurred in the Leased Premises.
Appears in 1 contract
Samples: Commercial Lease (Icon PLC)