Environmental Covenant and Indemnity Sample Clauses

Environmental Covenant and Indemnity. (a) Seller shall indemnify, defend and hold Buyer harmless from and against any and all costs, claims, expenses, liabilities, damages, fines, penalties, interest expenses, injuries to person or property, contributions, settlements or fees (including attorneys', consultants', laboratory and experts' fees), but not including any losses or damages for lost profits, interruption of business or other consequential damages, but including such costs as overtime, equipment moving expenses and similar direct or out-of-pocket costs ("Indemnifiable Losses") relating to or arising out of the matters identified or described in Schedule 9.1(a) or any fines or penalties arising from the conduct of the Business prior to the Closing Date including, without limitation, all licensing, permitting, filing, record-keeping and reporting requirements.
Sample 1
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Environmental Covenant and Indemnity. Without limiting the generality of Paragraph (a) hereof, Covol agrees to comply in all respects with all laws, rules and regulations pertaining to storage, use or disposal of hazardous substances or wastes. In addition, Covol agrees to indemnify, defend and hold harmless Xxxxxx, the Owner and their respective officers, directors, employees, agents, assignees, sublessees and licensees from any liability which may arise from or relate in any way, directly or indirectly, to the handling, use, generation, processing, release, discharge, storage or disposal of any hazardous or toxic substances, including, without limitation, petroleum products or byproducts, any flammable explosives, radioactive materials, hazardous materials, hazardous waste, asbestos, PCB's, phosphates, lead or other heavy metals, chlorine, radon gas, "hazardous substance," "hazardous material," or "hazardous waste," all as contemplated and governed by applicable federal, state or local laws, rules and regulations pertaining to such matters.
Sample 1

Related to Environmental Covenant and Indemnity

  • Environmental Covenants Borrower covenants and agrees that so long as Borrower owns, manages, is in possession of, or otherwise controls the operation of the Property: (a) all uses and operations on or of the Property, whether by Borrower or any other person or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Materials in, on, under or from the Property, except in compliance with Environmental Laws; (c) there shall be no Hazardous Materials in, on, or under the Property, except those that are both (i) in compliance with all Environmental Laws and with permits issued pursuant thereto, if and to the extent required, and (ii) (A) in amounts not in excess of that necessary to operate the Property or (B) fully disclosed to and approved by Lender in writing; (d) Borrower shall keep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Borrower or any other person or entity (the "Environmental Liens"); (e) Borrower shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to Section 12.3 below, including but not limited to providing all relevant information and making knowledgeable persons available for interviews; (f) Borrower shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with the Property, pursuant to any reasonable written request of Lender, upon Lender's reasonable belief that the Property is not in full compliance with all Environmental Laws, and share with Lender the reports and other results thereof, and Lender and other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Borrower shall, at its sole cost and expense, comply with all reasonable written requests of Lender to (i) reasonably effectuate remediation of any Hazardous Materials in, on, under or from the Property in violation of Environmental Law; and (ii) comply with any Environmental Law; (h) Borrower shall not allow any tenant or other user of the Property to violate any Environmental Law; and (i) Borrower shall immediately notify Lender in writing after it has become aware of (A) any presence or Release or threatened Releases of Hazardous Materials in, on, under, from or migrating towards the Property; (B) any non-compliance with any Environmental Laws related in any way to the Property; (C) any actual or potential Environmental Lien; (D) any required or proposed remediation of environmental conditions relating to the Property; and (E) any written or oral notice or other communication of which Borrower becomes aware from any source whatsoever (including but not limited to a governmental entity) relating in any way to Hazardous Materials. Any failure of Borrower to perform its obligations pursuant to this Section 12.2 shall constitute bad faith waste with respect to the Property.

  • Environmental Covenant The Borrower will, and will cause each of its Subsidiaries to,

  • Environmental Law Covenant The Borrower will, and will cause each of its Subsidiaries to,

  • Environmental Indemnity Agreement Borrower and each Guarantor will be required to execute at closing the Environmental Indemnity and to abide by their obligations thereunder.

  • Guaranty Matters The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

  • Credit Agreement Covenants Each Guarantor shall observe, perform and comply with all covenants applicable to such Guarantor set forth in Articles VI and VII of the Credit Agreement, which by their terms the Borrowers are required to cause such Guarantor to observe, perform and comply with, as if such covenants were set forth in full herein.

  • Environmental Indemnity Borrower agrees to indemnify, hold harmless and defend Indemnitees from and against all proceedings, claims, damages, penalties and costs (whether initiated or sought by Governmental Authorities or private parties), including Attorneys’ Fees and Costs and remediation costs, whether incurred in connection with any judicial or administrative process or otherwise, arising directly or indirectly from any of the following:

  • Environmental Definitions The following terms, as used herein, have the following meanings:

  • Further Assurances and Additional Covenants (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall, subject to Section 4.03, use reasonable best efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws and agreements to consummate and make effective the transactions contemplated by this Agreement.

  • Special Covenants If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13 or 5.15 hereof.

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