Environmental Insurance Policy. The parties agree that (a) Company and its affiliates shall be entitled to the first $1,000,000 of any amounts actually recovered by Parent, the Purchaser, the Company or any affiliate of the foregoing under Coverage K and Coverage L of the Environmental Insurance Policy, after deducting all of Parent’s, the Purchaser’s and Company’s out-of-pocket costs incurred after the Closing in seeking recoveries under the Environmental Insurance Policy and any premiums paid after the Closing (“Recovery Costs”) with respect to existing coverage under the policy (such net amount being referred to herein as the “Net Recovery Amount”) and (b) until such parties receive such Net Recovery Amount, any claim made under the Environmental Insurance Policy shall be made solely at the discretion of, and controlled and directed solely by, Parent, the Purchaser and the Company. The parties further agree that after Company and its affiliates have received the Net Recovery Amount as described above, (a) the Shareholders shall be (i) entitled to any additional recoveries under Coverage K and Coverage L of the Environmental Insurance Policy (provided that in no case shall the Shareholders be entitled to recoveries in excess of $1,000,000 less any Recovery Costs) and (ii) responsible for their own costs of seeking such recoveries and for all of Parent’s, the Purchaser’s and Company’s out-of-pocket costs incurred, at the Shareholders’ reasonable request, in seeking such additional recoveries under the Environmental Insurance Policy and (b) Parent, the Purchaser and Company shall reasonably cooperate with the Shareholders or their agent in bringing any claims under the policy seeking such additional recoveries; provided that neither Parent, the Purchaser nor the Company shall be required to bring any suit to enforce rights or recover any costs under the Environmental Insurance Policy. The parties agree that any recoveries under the Environmental Insurance Policy that are paid to the Shareholders shall be deemed an adjustment to the Purchase Price. Parent shall promptly provide to the Shareholders’ Representative copies of all claims submitted to the insurer in connection with the Environmental Insurance Policy together with notice of any recoveries thereunder.
Environmental Insurance Policy. Seller has obtained an environmental insurance policy regarding the Property (the “Seller Insurance Policy”) prior to the date hereof. It shall be a condition of Closing that Buyer shall be added as an additional insured under the Seller Insurance Policy; provided, however, Buyer shall remain liable for and shall indemnify, defend and hold Seller harmless from and against any and all loss, cost, damage or expense relating to or arising in connection with any and all self insured retention amounts or deductible amounts payable under or otherwise payable in connection with any claim made under the Seller Insurance Policy. If Buyer obtains an environmental insurance policy (the “Buyer Insurance Policy”) regarding the Property, prior to or after Closing, Seller shall cause the insurer under the Buyer Insurance Policy to add Seller as an additional insured under the Buyer Insurance Policy. The terms of this Section 16.3 shall survive the Closing and not be merged therein.
Environmental Insurance Policy. It shall be a condition precedent to Purchaser’s obligation to proceed to Closing that Seller deliver to Purchaser on or prior to Closing a binding commitment for: Premises Pollution Liability (PPL), Pollution Legal Liability (or commercially reasonable equivalent), covering Purchaser and its designated affiliates, from one of the following carriers, AIG, ACE, XL, CHUBB or Zurich, which at the time of binding shall be no less than A-rated, providing the coverages set forth below for the Property: · Bodily Injury, Property Damage and Remediation Costs for pre-existing unknown pollution conditions (i.e. soil or groundwater impacts not identified in Seller’s existing environmental reports) · Third party claims for Bodily Injury and Property Damage for known pollution conditions (i.e. those conditions identified in Seller’s existing environmental reports) · Govenmentally-mandated Remediation Costs relating to known pollution conditions (i.e. those conditions identified in Seller’s existing environmental reports.) Such policy shall include those customary Schedules/Endorsements required to establish the coverages listed above. $3,000,000 Limit (per incident/aggregate, with respect to the Property and the Front Buildings)/ $ 100K deductible/self-insured retention / 5 year term The premium will be a one time payment for 5 years of coverage, with documentation reasonably satisfactory to Purchaser confirming payment by Seller. Capitalized terms above shall have the meanings typically accorded such terms in the Premises Pollution Liability or commercially reasonable equivalent policies underwritten and issued by the insurance carriers listed above. In the event that such condition precedent fails, Purchaser may, as its sole and exclusive remedy, terminate the Agreement by written notice to Seller and receive a return of the Deposit.
Environmental Insurance Policy. The City and/or JPA currently holds and shall continue to hold an environmental insurance policy covering the Project Site (the “Environmental Insurance Policy”). The Redeveloper and the lender of the Redeveloper shall be specifically named as additional insureds on the Environmental Insurance Policy. The City and/or JPA shall provide a Certified Copy of the Environmental Insurance Policy to the Redeveloper on or before Closing.
Environmental Insurance Policy. The Buyer shall obtain (i) at or before Closing, a binder (the “Binder”) with respect to an environmental insurance policy with (x) a minimum term of five (5) years, (y) a minimum of $5,000,000 in single occurrence and aggregate coverage and (z) a deductible or self-retention amount no greater than $100,000 and (ii) as promptly as practicable following Closing, and in any event not later than seven Business Days after the Closing, a full environmental insurance policy (together with the Binder, the “Environmental Insurance Policy”). The Environmental Insurance Policy shall be reasonably satisfactory to the Buyer and the Seller. The Buyer shall be the insured party under the Environmental Insurance Policy and the Seller and /or any Affiliates of the Seller identified by the Seller shall be named as the additional insured parties. The Environmental Insurance Policy shall cover potential liabilities arising under any Environmental Law related to remediation of pollution and third-party claims, subject to customary terms and conditions of similar policies. The Buyer shall be responsible for the cost of the premium with respect to the Environmental Insurance Policy at its sole cost and expense. If the Environmental Insurance Policy is not obtained due to intentional fraud by the Seller, the limitations set forth in Section 8.5(a)(iv) and Section 8.5(a)(v) shall be disregarded with respect to the indemnification obligations of the Seller. If the Environmental Insurance Policy is not obtained due to intentional fraud by the Buyer, the limitations set forth in Section 8.5(a)(iv) shall be disregarded with respect to the indemnification obligations of the Buyer.
Environmental Insurance Policy. The term "Environmental Insurance Policy" shall mean that certain insurance policy relating to environmental issues affecting the portion of the Property owned by the Kittery Seller which is set forth on Exhibit O attached hereto.
Environmental Insurance Policy. For a period of not less than eighteen (18) months after the Closing Date, the Company shall maintain in effect the Environmental Insurance Policy and, during such period, the Company shall not amend the Environmental Insurance Policy to cancel or otherwise remove the Waiver of Subrogation Endorsement in favor of the Trustee, on behalf of the ESOP, relating to this Agreement; provided, however, that in the event that the Company or its Subsidiary ceases to occupy any premises covered, by the Environmental Insurance Policy, the Company shall not be required to maintain the Environmental Insurance Policy in effect in respect of such premises from and after the time of such cessation.
Environmental Insurance Policy. On the Closing Date, Seller and Purchaser shall obtain environmental liability insurance coverage from a reputable insurance carrier : (i) with an aggregate liability coverage limit of not less than $5,000,000, (ii) with a coverage term to include not less than the five (5) year period subsequent to the Closing Date, (iii) listing Seller and Purchaser on the policy as co-insured parties, and (iii) otherwise on terms mutually acceptable to Seller and Purchaser. All premiums for such coverage shall be paid in full on the Closing Date, with Seller paying $28,500 of such amount and Purchaser paying the remainder of such amount.
Environmental Insurance Policy. At or prior to Closing, Buyer shall have paid in full the premiums for the Environmental Insurance Policy, which policy shall be in full force and effect as of the Closing Date.
Environmental Insurance Policy. Seller will use its reasonable best efforts to obtain the consent of the issuer of the Environmental Insurance Policy to provide rights to Buyer and the Real Estate Assignee as insureds under the Environmental Insurance Policy. Seller will use its reasonable best efforts to either renew the Environmental Insurance Policy or obtain a new policy on otherwise similar terms, in either case for a period of five (5) years from the date hereof.
