Environmental Escrow. At Closing, a portion of the Purchase Price equal to TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), together with the accrued interest on such portion, shall be placed in escrow with the Escrow Agent out of the Deposit pursuant to the Escrow Agreement, which amount shall be held in escrow (the “Environmental Escrow”) as prescribed in Paragraph 3 of the Escrow Agreement, until three (3) years from the date both ISRA Compliance and UST Case Closure are achieved. The Environmental Escrow Amount shall be the sole recourse of Buyer to satisfy any claims of Buyer for indemnification arising from any breach by Seller of Section 4(m). The Environmental Escrow may also be used for the purposes and subject to the conditions set forth in Schedule II of the Escrow Agreement. Any portion of the Environmental Escrow not used for the purposes described in this Section 11(c) and any interest earned thereon shall be distributed to Seller in accordance with the terms of the Escrow Agreement upon expiration of the three (3) year period during which a DEP RXX Audit may by law occur following ISRA Compliance and UST Case Closure. The Environmental Escrow Amount shall be held and disbursed solely for the purposes and in accordance with the terms hereof and the Escrow Agreement.
Environmental Escrow. Seller shall defend, indemnify and hold harmless Buyer and its shareholders, directors, officers, employees and agents (each a "Seller Indemnitee") from and against any and all claims, damages, losses, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and court costs) that arise out of or in connection with any environmental matter relating to the Real Property owned or leased by Seller.
(a) An Environmental Escrow Fund is established in Section 1.04(c) to satisfy the cost of environmental claims at the Deco-Trim facility only. The Seller and its shareholders, directors, officers, employees and agents shall have no personal liability to a Seller Indemnitee for any environmental claims.
(b) Claims for indemnification under this Section may only be asserted until the six year anniversary of the Closing Date. In the event there are funds remaining in the Environmental Escrow Fund after the remediation of the Deco-Trim property has been completed to the reasonable satisfaction of Buyer and the Michigan Department of Environmental Quality ("DEQ"), such excess shall be paid to Seller at or prior to the end of the six year anniversary of the Closing Date, if no other environmental claims have been made and remain outstanding. The work at the Deco-Trim plant shall be deemed completed when the DEQ provides Seller with a "clean closure" letter, or substantial equivalent, all wellx xxx decommissioned and removed, the site does not require further remediation, and Buyer has given its written approval of the remediation, which written approval shall not be unreasonably withheld in the event the aforementioned DEQ approval is received and all wellx xxx decommissioned and removed. Seller's environmental consultant shall keep Buyer's environmental consultant apprised of the remediation process via periodic written progress reports, provided not less than every six months.
(c) The funds in the Deco-Trim Environmental Escrow Fund shall be released periodically and payable direct to Seller's environmental consultant (currently Clayxxx Xxxironmental) upon approval by Buyer's environmental consultant (currently IT Corporation) after Buyer's environmental consultant approves the request for payment and invoices. Buyer's environmental consultant shall be reasonable and cooperative with respect to exercising its approval of Seller's environmental consultant's request for payment of invoices. After the Closing, all costs of Seller's and Buyer...
Environmental Escrow. At the Closing, Buyer will pay $1,375,000 to the Escrow Agent to be held and disbursed pursuant to the Environmental Escrow Agreement. Buyer shall have no claim against Xxxxxxxxxx for breach of any representation or warranty related to the matters specified on Exhibit A to the Environmental Escrow Agreement, other than the right which Buyer has under the Escrow Agreement to apply the escrowed funds to correct and address the matters specified on Exhibit A. Prior to Closing, Buyer and Sellers will mutually agree on the independent consultant to serve as contemplated by the Environmental Escrow Agreement.
Environmental Escrow. At the Closing, an amount equal to Two Million Dollars ($2,000,000) of the Purchase Price shall be deposited in escrow. Such deposit shall be held and paid to Seller by the escrow agent in accordance with the terms of the escrow agreement attached hereto as Exhibit A and by this reference incorporated herein (“Environmental Escrow Agreement”) which shall be executed and delivered by the parties at Closing.
Environmental Escrow. At the Closing, Three Hundred Thousand -------------------- Dollars ($300,000) of the cash otherwise payable to SELLERS under Section 4.3(a) shall instead be placed in escrow pursuant to the Environmental Escrow Agreement with Bank One, Indiana, N.A., Fort Xxxxx, Indiana in the form attached hereto as Exhibit I (the "Environmental Escrow"). The parties agree that the Environmental Escrow shall be to reimburse BUYER pursuant to the provisions of Section 12.1A of this Agreement.
Environmental Escrow. 28 4.2.PLANT CONSOLIDATION ESCROW........................................................29
Environmental Escrow. (a) On the Closing Date, The Administrative Agent shall retain from the proceeds of the Real Property Term Loan the sum of one million dollars ($1,000,000.00) (the "ENVIRONMENTAL ESCROW FUNDS"), which amount shall be deposited by the Administrative Agent in the Escrow Account. The Environmental Escrow Funds shall be available to the Borrower, and, following the occurrence of an Event of Default, the Administrative Agent and the Lenders, to fund the Remediation Costs with respect to each of the Remediation Locations.
(b) The Administrative Agent will release to the Borrower all or a portion of the Environmental Escrow Funds for each Remediation Location in an amount not exceeding the Allocated Escrow Amount for such Remediation Location (unless otherwise agreed by the Administrative Agent) to pay or reimburse the Borrower for payment of, the reasonable costs of undertaking a Remediation of the Environmental Conditions at a Remediation Location or reimburse the Borrower for Remediation offsets, credits or work performed by a purchaser of a Remediation Location, upon delivery of reasonable evidence delivered by the Borrower to the Administrative Agent supporting the total aggregate amount of such costs and, if applicable, showing that such amounts have been paid by the Borrower; provided, that for each such Remediation Location, such Remediation is performed in accordance with the recommendations set forth in the Remediation Report reasonably satisfactory to the Administrative Agent.
(c) With respect to any Remediation Location, (i) in the event that the Administrative Agent reasonably determines that no Remediation is necessary in order to eliminate Environmental Conditions at such Remediation Location as may be required by Environmental Law, or (ii) (A) after completion of all required Remediation of Environmental Conditions at such Remediation Location, or (B) upon consummation of the sale of such Remediation Location, there remains unapplied any Allocated Escrow Amount for such Remediation Location, the balance of such Allocated Escrow Amount (including any interest earned thereon) shall be applied as follows: FIRST, against any Sale Proceeds Shortfall (less any Sale Proceeds Credit) arising from the sale of such Real Property, if applicable, SECOND, to any Appraisal Shortfall (less any Sales Proceeds Credit) then due and payable, THIRD, to any Late Sale Amortization Payments (less any Sales Proceeds Credit) then due and payable, FOURTH, to any Equipment ...
Environmental Escrow. At Closing, the sum of $185,000 from and out of the Purchase Price (the "Escrowed Funds") shall be deposited into an Escrow Account maintained by Shereff, Friedman, Hoffxxx & Xoodxxx, xxtorneys for Buyer ("Escrowee"). The Escrowed Funds shall be held and disbursed in accordance with the terms and provisions of an Escrow Agreement which the parties hereto agree to execute at or prior to Closing. Such Escrow Agreement shall be substantially in the form annexed hereto as Exhibit Y and made a part hereof by reference. Seller shall have no obligations or liabilities to Buyer that survive the delivery of the deed with respect to the environmental condition of the Property. This paragraph shall survive delivery of the deed.
Environmental Escrow. Twelve (12) of the Stations ("the 12 Stations"), listed on Schedule 6.5 hereto are in various stages of assessment and cleanup by Seller. Seller agrees to deposit $2,150,000.00 of the Purchase Price (the "Escrow Amount") into an escrow account to pay for future environmental response costs (the "Escrow Account") at the 12 Stations and such other liabilities of the Seller as more specifically set forth in the Environmental Escrow Agreement. At Closing, the parties hereto shall execute the Environmental Escrow Agreement
Environmental Escrow. (a) An Environmental Escrow Fund in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) shall be established at Closing and fully funded by Seller to secure performance of Seller's obligations under Section 9.09 above. Seller and Buyer shall execute the Environmental Escrow Fund Agreement attached hereto as Exhibit 9.11 at the Closing.
(b) The funds in the Environmental Escrow Fund shall be released periodically and paid directly to the Environmental Consultant upon approval by Buyer and Seller or approval is deemed provided pursuant to the Environmental Escrow Fund Agreement. Buyer shall be reasonable and cooperative with respect to exercising its approval of the Environmental Consultant's request for payment of invoices. After the Closing, all reasonable costs of the Environmental Consultant shall be paid from the Environmental Escrow Fund. Seller shall be permitted to replace the Environmental Consultant with another environmental consultant, provided that Buyer first approves of any successor Environmental Consultant, which approval shall not be unreasonably withheld or delayed.
(c) If Seller fails, refuses or delays to engage an acceptable environmental consultant or direct the payment of funds necessary to complete the remediation or satisfaction of Environmental Matters required by this Agreement to the satisfaction of Buyer, then Buyer may engage its environmental consultant to perform any or all of the required environmental activities and make claims for such costs against the Environmental Escrow Fund in the same manner as Seller, as provided in the Environmental Escrow Fund Agreement. In such case, Seller shall receive notice of Buyer's filed claim against the Fund, in the same manner as Buyer would receive for claims made by Seller.
