Environmental Compliance and Indemnification. The Companies hereby indemnify the Bank and hold the Bank harmless from and against any loss, damage, cost, expense, or liability (including strict liability) directly or indirectly arising from or attributable to the generation, storage, release, threatened release, discharge, disposal, or presence (whether by one or more of the Companies or any employees, agents, contractor, or subcontractors of one or more of the Companies or any predecessor in title or any third persons occupying or present on the Premises), or the breach of any of the representations and warranties regarding the Premises, including, without limitation: (a) those damages or expenses arising under the Environmental Laws; (b) the costs of any repair, cleanup, or detoxification of the Premises, including the soil and ground water thereof, and the preparation and implementation of any closure, remedial, or other required plans; (c) damage to any natural resources; and (d) all reasonable costs and expenses incurred by the Bank in connection with clauses (a), (b) and (c) including, but not limited to reasonable attorney's fees. The indemnification provided for herein shall not apply to any losses, liabilities, damages, injuries, expenses or costs which: (i) arise from the gross negligence or willful misconduct of the Bank, or (ii) relate to Hazardous Substances placed or disposed of on the premises after the Bank acquires title to the Premises through foreclosure or otherwise.
Environmental Compliance and Indemnification. The Company hereby indemnifies the Administrative Agent and the Banks, and each of them, and holds the Administrative Agent and the Banks, and each of them, harmless from and against any loss, damage, cost, expense or liability (including strict liability) directly or indirectly arising from or attributable to the generation, storage, release, threatened release, discharge, disposal or presence (whether prior to or during the term of the Loans) of Hazardous Substances on, under or about the Premises (whether by the Company or any employees, agents, contractors or subcontractors of the Company or any predecessor in title or any third persons occupying or present on the Premises), or the breach of any of the representations and warranties regarding the Premises, including, without limitation: (a) those damages or expenses arising under the Environmental Laws; (b) the costs of any repair, cleanup or detoxification of the Premises, including the soil and ground water thereof, and the preparation and implementation of any closure, remedial or other required plans; (c) damage to any natural resources; and (d) all reasonable costs and expenses incurred by the Administrative Agent and the Banks, or any of them, in connection with clauses (a), (b) and (c) including, but not limited to, reasonable attorneys' fees. The Company will not permit any of its employees, agents, contractors, subcontractors, or any other person occupying or present on the Premises to generate, manufacture, store, dispose or release on, about or under the Premises any Hazardous Substances in a manner which would result in the Premises not complying with the Environmental Laws in any material respect. The indemnification provided for herein shall not apply to any losses, liabilities, damages, injuries, expenses or costs which: (i) arise from the gross negligence or willful misconduct of the Administrative Agent and the Banks, or any of them, or (ii) relate to Hazardous Substances placed or disposed of on the Premises after the Administrative Agent and the Banks, or any of them, acquires title to the Premises through foreclosure or otherwise.
Environmental Compliance and Indemnification. The Mortgagor and Mortgagee have executed and delivered an "Environmental Compliance and Indemnification Agreement" ("Environmental Agreement") bearing even date affecting the mortgaged premises. Any financial liability of the Mortgagor to the Mortgagee accruing under the Environmental Agreement or monies paid by the Mortgagee pursuant to said agreement shall be secured by the lien of this Mortgage.
Environmental Compliance and Indemnification. The Borrower hereby agrees to indemnify the Huntington and hold the Huntington harmless from and against any and all loss, damage, cost, expense or liability (including strict liability) directly or indirectly arising from or attributable to the generation, storage, release, threatened release, discharge, disposal or presence (whether prior to or during the term of the Loans) of Hazardous Substances on, under or about the Property or any other asset of the Borrower (whether by the Borrower or any employees, agents, contractor or subcontractors of the Borrower or any predecessor in title or any third persons occupying or present on the Property or any other asset of the Borrower), or the breach of any of the representations and warranties regarding the Property or any other asset of the Borrower, including, without limitation: (a) those damages or expenses arising under the Environmental Laws; (b) the costs of any repair, cleanup or detoxification of the Property or any other asset of the Borrower, including the soil and ground water thereof, and the preparation and implementation of any closure, remedial or other required plans; (c) damage to any natural resources; and (d) all reasonable costs and expenses incurred by the Huntington in connection with clauses (a), (b) and (c) including, but not limited to reasonable attorneys', experts and consultant's fees.
Environmental Compliance and Indemnification. Sellers represent and warrant that they have obtained and maintained all permits, licenses and other authorizations that are required of them under all Environmental Laws. As used herein, the term "Environmental Laws" means any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions related to the protection of the environment or the release of any materials into the environment, including but not limited to, those related to hazardous substances or waste, air omissions and discharge to waste or public systems. Sellers further represent and warrant that they have complied with all terms and conditions of such permits, licenses and authorizations, and with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and time tables contained in all Environmental Laws or in any regulation, ordinance or code applicable to them, any plan, order, decree, judgment, injunction, notice or demand letter issued in or promulgated or approved thereunder directly applicable to them, and that Sellers have operated all property subject to this Agreement in a manner so that no claims or obligations, including clean-up obligations, shall arise under any Environmental Law. Sellers agree, for a period of seven (7) years after the date of Closing, jointly and severally, to defend, indemnify and to hold Cal-Maine and its respective affiliates, employees, agents, officers and directors harmless from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way relating to the violation of, non-compliance with, or liability under any Environmental Laws applicable to the Seller's property which is being acquired by Cal-Maine, or any orders, requirements, or demands of any governmental authority relating thereto, including without limitation, reasonable attorneys and consultant fees, response costs, court costs, litigation expenses, except to the extent that any of the foregoing directly results from the gross negligence or willful misconduct of Cal-Maine or its agents, servants or employees.
Environmental Compliance and Indemnification. (a) As between the Redeveloper and the Borough, the Redeveloper agrees and specifically assumes any and all responsibility for the investigation and Remediation of all environmental conditions, whether known or unknown, on, under or migrating from the Project Area or anything affected off-site (but not migrating to the Project Area), as may be required by applicable Environmental Laws, and the Redeveloper shall bear all costs for such investigation and Remediation of the site. The Redeveloper shall use reasonable efforts to obtain all environmental approvals that may be required for the Remediation of the Project Area. Any and all environmental costs shall be the sole responsibility of the Redeveloper.
(b) Without limitation on any obligation to defend and indemnify pursuant to this Agreement, and without limitation to such obligation which the Redeveloper may have as a matter of law, and unless otherwise caused by the Borough, the Redeveloper shall indemnify, defend, release and hold the Borough and its officials and agents harmless against (i) all Claims or alleged Claims and response costs and fines and penalties against the Borough and its officials and agents or the Redeveloper by any Governmental Authority or third party due to the presence of Hazardous Materials on or within the Project Area, or the discharge of Hazardous Materials in excess of any limitations provided by Applicable Law, whenever such Hazardous Materials become present on or within the Project Area, whether prior to or after the Effective Date, (ii) all Claims or alleged Claims against the Borough and its officials and agents by any Governmental Authority or third party for injunctive relief for the abatement of a nuisance or related to the presence of Hazardous Materials on or within the Project Area or the discharge of Hazardous Materials in excess of any limitations provided by Applicable Law, whether prior to or after the Effective Date, and (iii) all Claims or alleged Claims of bodily injury or property damage asserted against the Borough and its officials and agents by third Parties due to the presence of Hazardous Materials which become present on or within the Project Area, or the discharge of Hazardous Materials in excess of any limitations provided by Applicable Law, whenever such Hazardous Materials become present on or within the Project Area whether prior to or after the Effective Date. This indemnity shall survive termination of this Agreement. Nothing herein shall req...
Environmental Compliance and Indemnification. During the term of this Agreement, Lessee shall comply with any and all applicable federal, state, and local laws, rules, regulations, and orders with respect to the handling, storage, transportation, treatment, or disposal of hazardous or toxic substances. Xxxxxx hereby agrees unconditionally, absolutely, and irrevocably, to indemnify, defend, and hold harmless the School District, its employees and agents, against and in respect of any loss, liability, injury, damage, or expense (including court costs and attorneys’ fees) of whatsoever nature arising directly or indirectly out of the foregoing environmental matters.
Environmental Compliance and Indemnification. Strictly observe and promptly comply with all Environmental Laws applicable to Borrower's business. Borrower agrees to notify the Bank, not later than ten (10) days after Borrower's receipt, of any letter, notice, summons, complaint, citation, investigation, or other communication issued by or on behalf of any governmental agency or department, or private person, regarding any complaint or alleged violation of any Environmental Law. Borrower agrees to indemnify and hold the Bank harmless from any and all losses, costs, suits, harm, liability, and damages of any and every kind, including reasonable attorney fees, which result from or are related to any violation(s) by Borrower of any Environmental Laws, and agrees that such indemnity shall survive and continue whether or not the Obligations have been paid at the time the Bank incurs any loss, cost, suit, harm, liability or damage hereby indemnified against. Borrower agrees to allow the Bank or its agent access to its properties to confirm Borrower's compliance with all Environmental Laws and Bank may at any time, at Borrower's sole cost and expense, hire, or require Borrower to hire, an environmental consultant to inspect, test and audit the Borrower's properties and advise the Bank concerning Borrower's compliance with Environmental Laws.
Environmental Compliance and Indemnification. 22 4.17 Loans, Advances and Investments................................................................22 4.18 Year 2000 Compatibility........................................................................22
Environmental Compliance and Indemnification. The Borrower will not permit any of its employees, agents, contractors, subcontractors, or any other person occupying or present on the Premises to generate, manufacture, store, dispose or release on, about or under the Premises any Hazardous Substances which would result in the Premises not complying with the Environmental Laws.
