Environmental Assurances. OWNER shall indemnify and hold CITY, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. CITY may in its discretion participate in the defense of any such action.
Environmental Assurances. (a) Before the Commencement Date, Tenant must deliver to Port an additional Security Deposit as collateral for the full and faithful performance by Tenant of its obligations under this Lease in the amount specified in the Basic Lease Information. At Tenant's option, the additional deposit may be provided by an irrevocable, stand-by and unconditional negotiable letter of credit (the "Letter of Credit") in a form approved by Port in its sole discretion. Neither cash nor the Letter of Credit nor any portion of the proceeds ("LC Proceeds") will be deemed an advance of Rent, an advance of any other payment due to Port under this Lease, a security deposit subject to the California Civil Code, or a measure of Port's damages upon an Event of Default. The “LC Value” means the face amount of the Letter of Credit.
Environmental Assurances. Owner shall indemnify City and its officers, agents, and employees from any liability, based or asserted upon any act or omission of Owner, its officers, agents, employees, subcontractors, predecessors in interest, and independent contractors for any violation of any federal, state, or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under, or about its applicable Property, including, but not limited to, soil and groundwater conditions ("Environmental Litigation"). Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents, and employees in any action based or asserted upon any such alleged act or omission. City may in its discretion participate in the defense of any such action.
Environmental Assurances. Owner shall indemnify and hold City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of Owner, and as long as there is no contributory act by City its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns, or independent contractors, for any violation of any federal, state, or local law, ordinance, or regulation relating to industrial hygiene or to environmental conditions on, under, or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys’ fees, City, its officers, agents, and employees in any action based or asserted upon any such alleged act or omission. City may in its discretion participate in the defense of any such action.
Environmental Assurances. Seller shall have the following obligations with respect to hazardous substances, hazardous wastes, hazardous materials or environmentally-regulated materials, including but not limited to, any asbestos-containing materials and/or lead paint.
(a) Phase II ESA. Seller, at his sole cost, has engaged American Geosciences, Inc. (“AGI”) to conduct an investigation to establish and document a current Phase II Environmental Site Assessment for the Property (the “Phase II ESA”) to evaluate the presence of Hazardous Substances (as defined below) in soil, groundwater, buildings, and structures at the Real Property of the Company located at the Alleghany County Airport in West Mifflin, Pennsylvania (the “Property”). Seller has previously furnished copies of the AGI engagement agreements to Buyer. The Phase II ESA shall be (a) certified to Buyer, Seller, and any other entities designated by Seller and (b) completed (including delivery of the final written report to Seller and Buyer) no later than August 15, 2007. Seller agrees that Seller’s Environmental Consultant shall consult with Buyer (or Buyer’s Environmental Consultant if designated by Buyer) regarding the Phase II ESA if requested by Buyer.
Environmental Assurances. The Company represents and warrants that it has made adequate investigation to determine whether the activities planned by the Company at the Project are or should be (under applicable federal, state or local law or regulation) the subject of a permit or permit application and that either: (a) no such permit is currently required; or (b) any and all required or applicable permits have been obtained in writing prior to the execution of this Lease Agreement. To the best of the Company’s knowledge, as to the Project, there exists no condition, fact, occurrence, past happening or other matter which does or might constitute a violation of any federal, state or local environmental statute, rule, code, ordinance or regulation. In the event that, during the Lease Term or any extension thereof, any condition, fact, occurrence, past happening or other matter occurs which does or might constitute a violation of any federal, state or local environmental statute, rule, code, ordinance or regulation, the Company will immediately notify the IDB, the appropriate Governmental Authorities and the Bank in writing, and will take immediate action to cure any such violation and will indemnify and hold harmless the IDB and the Bank from and against any and all claims, administrative and judicial proceedings and orders, judgments, remedial action requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including but not limited to attorneys’ fees and expenses), arising directly or indirectly, in whole or in part, out of such violation. In addition, if the IDB or the Bank has reasonable basis to believe an environmental problem may exist, the IDB or the Bank shall be entitled to require the Company (at the Company’s sole expense) to obtain appropriate environmental assessment studies or investigations of the Project to determine compliance with this paragraph. Should the Company decline to obtain such studies or investigations, the IDB or the Bank shall be entitled to procure the same and the cost thereof, together with interest thereon at the Interest Rate for Advances from the date the cost was incurred, may be added to the amounts due under Section 3.3(c) hereof or the indebtedness secured by the IDB Indenture, as the case may be. Should any such matter be reported to the IDB or the Bank, or should the IDB or the Bank otherwise become aware of any such matter, the IDB or the Bank may (at its option) require the Company to pu...
Environmental Assurances. The Developer shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Developer, its officers, agents, employees, contractors, subcontractors and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to hazardous or toxic materials, industrial hygiene, or environmental conditions created by the Developer or its officers, agents, employees, contractors, subcontractors and independent contractors after the Effective Date on, under or about the Property, including, but not limited to, soil and groundwater conditions, and the Developer shall defend, at its expense, including attorneys’ fees, the City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such action.
Environmental Assurances. The Borrower must provide evidence satisfactory to the Bank as to whether or not the Property is an area designated as a hazardous waste site by any federal, state or local authority, and whether any hazardous waste or any other regulated, controlled or prohibited materials are stored or exist on the Property. In the event such evidence is not satisfactory to the Bank, then the terms of the Commitment Letter described herein shall be null and void.
Environmental Assurances. Prior to the Closing Date, Seller shall have either obtained (i) an indemnification agreement from one or more of its affiliates, in form and substance reasonably satisfactory to Seller, with respect to Losses (as defined in Section 7.1(a) hereof) related to Environmental Matters (as defined in Section 7.1(a) hereof) involving actions or activities of TFS prior to the ownership of TFS by Seller or (ii) an environmental audit relating to the properties and operations of TFS which includes conclusions with respect to such matters that are reasonably satisfactory to Seller. 5.2.7. Irrevocable Order from Purchaser. Purchaser shall have delivered to PVW&A the irrevocable order described in clause (f) of the second sentence of Section 1.1 hereof.
Environmental Assurances. (i) The Seller shall use commercially reasonable efforts to assist the Buyer in obtaining environmental insurance for certain offsite liabilities and obligations (including, without limitation, personal injury, natural resource damage and property damage) with respect to the Release of Hazardous Substances into the soil and groundwater on the real property known and numbered as 00 Xxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx (“Framingham Property”) on such terms and for such amounts as the Buyer shall determine, in its sole discretion, is prudent (the “Environmental Insurance Policy”). The Environmental Insurance Policy shall name the Seller and its Affiliates and successors as additional Insureds for the full term of the Environmental Insurance Policy. The Buyer shall be solely responsible for all costs, premiums and expenses associated with the Environmental Insurance Policy, the Seller’s share of the cost of such policy to be taken into account and reflected in the preparation of the Closing Balance Sheet.
(ii) The Buyer shall promptly following Closing, make appropriate notification to the Massachusetts Department of Environmental Protection and the Massachusetts Water Resources Authority regarding the change in ownership of the Framingham property.
