Environmental Objection Procedure Sample Clauses

Environmental Objection Procedure. Buyer shall have until the end of the thirtieth (30) day after the date of this Agreement (the “Environmental Review Period”) to cause environmental consultants to prepare one or more Phase I reports relating to the Property (“New Phase I Reports”) and to deliver to Seller written notice of the existence of an Applicable REC on any portion of the Combined Real Property. Promptly after becoming available and in any event prior to the Closing, Buyer will deliver, without representation, warranty or recourse of any nature, copies of the final New Phase I Reports to Seller. To the extent that Buyer does not provide the foregoing notice during the Environmental Review Period or, with respect to any Applicable REC first disclosed in any update to Seller's Disclosure Letter pursuant to Section 5.8, within ten (10) days after receipt of such update, Buyer shall be deemed to have waived the right to provide such notice to Seller and any right to either apply the Determined Value for such Applicable REC against the New Issues Basket Amount pursuant to Section 1.7 or to terminate this Agreement pursuant to Section 8.1(e) based on any Determined Value for Applicable RECs. If Buyer gives notice to Seller of any Applicable RECs, at the request of either Seller or Buyer, the environmental consultant that prepared the New Phase I Report in which the Applicable REC is disclosed shall prepare an estimate of the remediation costs. For purposes of this estimate, the remediation costs shall be based on a Remediation, but will not include any costs associated with pending or threatened claims by third parties (other than claims by Governmental Authorities for a Remediation) described in the New Phase I Reports or any relevant update to Seller's Disclosure Letter pursuant to Section 5.8 related to such Applicable REC (“Pending Private REC Claims”). Upon receipt of such estimate, Buyer and Seller shall discuss this estimate and if Seller and Buyer agree on the amount of such costs, then such estimated costs (the “Estimated REC Costs”) will become final and binding on the Parties. If Seller and Buyer are unable to agree on the amount of such costs within five (5) Business Days of the environmental consultant's delivery of his calculation of the Estimated REC Costs, Seller and Buyer will refer the matter to a second environmental consultant, mutually acceptable to Buyer and Seller and each Party will, at a mutually agreed time within five (5) Business Days after referral of the mat...
Sample 1
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Environmental Objection Procedure. Purchaser acknowledges that Seller has delivered to Purchaser the Phase I Reports as described in Section 8.3. Purchaser shall have until May 25, 2009 (the “Environmental Review Period”) (A) to review the Phase I Reports, and (B) to deliver to Seller written notice of the existence of a REC on any portion of the Timberlands (Purchaser acknowledging that its objection rights under this Section 1.6(e) are limited solely to the presence on the Timberlands of RECs).
Sample 1
Environmental Objection Procedure. Purchaser shall have until November 3, 2014 (the “Environmental Review Period”) (A) to cause Phase I Environmental Site Assessments with respect to the Timberlands (the “Phase I Reports”) to be prepared by an environmental consultant reasonably acceptable to Seller, (B) to review the Phase I Reports, and (C) to deliver to Seller written notice of the existence of a REC on any portion of the Timberlands (an “Environmental Objection”). Within ten (10) days following Seller’s receipt of such notice from Purchaser, Seller shall deliver to Purchaser written notice indicating whether Seller (1) intends to cure such REC before the Closing (which cure may be the substitution of Additional Timberlands pursuant to Section 1.7 for all or a portion of the Timberlands subject to such REC), or (2) does not intend to cure such REC. Failure by Seller to deliver such notice within such time period shall be deemed an election of clause (2).
Sample 1
Environmental Objection Procedure. Prior to the date of this Agreement, Seller has caused SLR Corporation to deliver to Purchaser a Phase I Environmental Site Assessment with respect to the Timberlands prepared in accordance with ASTM Practice E 2247-08 (Standard Practice for Environmental Site Assessments: Phase I Environmental Process for Forestland or Rural Property) (the “Phase I Report”). Purchaser shall have until the tenth (10th) day after the date of this Agreement (the “Environmental Review Period”) (A) to review the Phase I Report, and (B) to deliver to Seller written notice of the existence of a REC on any portion of the Timberlands. Within ten (10) days following Seller’s receipt of such notice from Purchaser, Seller shall deliver to Purchaser written notice indicating whether Seller (1) intends to cure such REC before the Closing, or (2) does not intend to cure such REC. Failure by Seller to deliver such notice within such time period shall be deemed an election to not cure any such REC pursuant to clause (2).
Sample 1
Environmental Objection Procedure. Purchaser acknowledges that Seller has delivered to Purchaser those certain Phase I Environmental Site Assessments Reports with respect to the Timberlands, prepared in accordance with ASTM Practice E 2247-08 (Standard Practice for Environmental Site Assessments: Phase I Environmental Process for Forestland or Rural Property) (the “Phase I Reports”) described in Section 1.7(d)(i) of Seller’s Disclosure Letter. With respect to the existence of RECs in the Phase I Reports, Purchaser and Seller have agreed that the Identified REC Parcels shall not be included in the Timberlands and that Purchaser shall receive a credit against the Purchase Price for such Identified REC Parcels in the manner descried in Section 1.7(d)(iii) hereof. Purchaser shall have the right until the expiration of the Due Diligence Period to deliver to Seller written notice of the existence of a REC on any portion of the Timberlands, or on any property adjacent to any portion of the Timberlands, in each case reasonably believed to have a material adverse effect on the use or value of any portion of the Timberlands (except for matters disclosed in the Phase I Reports or otherwise known to Purchaser as of the Effective Date).
Sample 1
Environmental Objection Procedure. (a) The following definitions shall apply to this Agreement:
Sample 1

Related to Environmental Objection Procedure

  • Election and Proration Procedures (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing Seller Stock shall pass only upon delivery of such certificates to the Exchange Agent) in such form as Company and Seller shall mutually agree (“Election Form”) shall be mailed no less than 35 days prior to the anticipated Effective Time or on such other date as Seller and Company shall mutually agree (“Mailing Date”) to each holder of record of Seller Stock as of five Business Days prior to the Mailing Date (“Election Form Record Date”). Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Company Stock (a “Stock Election”) with respect to all of such holder’s Seller Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Seller Stock, or (iii) a specified number of shares of Seller Stock to receive Company Stock (a “Combination Stock Election”) and a specified number of shares of Seller Stock to receive cash (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Seller Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

  • Collection Procedure Escrow Agent is hereby authorized to deposit the proceeds of each wire in the Escrow Account.

  • Claim Procedures Claim forms or claim information as to the subject policy can be obtained by contacting Benmark, Inc. (800-544-6079). When the Named Fiduciary has a claim which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Agreement. In the event that a claim is not eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making an inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer.

  • Election Procedures Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures:

  • Claim Procedure Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall impair any Person’s right to indemnification hereunder only to the extent such failure has prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties shall have a right to retain one separate counsel, chosen by the Holders representing a majority of the Registrable Securities included in the registration if such Holders are indemnified parties, at the expense of the indemnifying party.

  • Direct Claim Procedures In the event an Indemnified Party has a claim for indemnity under Section 7.02 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

  • Election Procedure (a) Each person who, on or prior to the Election Date, is a registered holder of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3.

  • Proration Procedures All Term Loans offered in Return Bids (or, if applicable, any component bid thereof) constituting Qualifying Bids equal to the Applicable Threshold Price will be purchased at a purchase price equal to the Applicable Threshold Price; provided that if the aggregate principal amount of all Term Loans for which Qualifying Bids have been submitted in any given Auction equal to the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Term Loans purchased below the Applicable Threshold Price), the Offeror shall purchase the Term Loans for which the Qualifying Bids submitted were at the Applicable Threshold Price ratably based on the respective principal amounts offered and in an aggregate amount up to the amount necessary to complete the purchase of the Auction Amount. For the avoidance of doubt, no Return Bids (or any component thereof) will be accepted above the Applicable Threshold Price.

  • Notification Procedures The Auction Manager will calculate the Applicable Threshold Price no later than the next Business Day after the date that the Return Bids were due. The Auction Manager will insert the amount of Term Loans to be assigned and the applicable settlement date determined by the Auction Manager in consultation with the Offeror onto each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. Upon written request of the submitting Lender, the Auction Manager will promptly return any Auction Assignment and Acceptance received in connection with a Return Bid that is not a Qualifying Bid.

  • Escalation Procedures Documented customer support processes are to be developed by PSI. Specific process documentation is required for the following: o customer support procedures o trouble escalation procedures o trouble ticketing, tracking, and resolution PSI must provide information to the IXC customer describing customer support, problem resolution, and trouble escalation procedures, customer contact information, and trouble reporting methods.

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