Environmental Obligations. In addition to the other covenants and obligations to be performed by the City hereunder, the City covenants and agrees that it will, at all times during the Term: (a) Manage the Facilities in compliance with all Environmental Laws and all Permits; (b) not use or permit any person for whom it is in law responsible to use the Facilities or the Lands for the storage, use, treatment, disposal or introduction into the environment of Hazardous Substances in, on or under the Lands and the Facilities, except in compliance with applicable Environmental Laws; (c) without derogating from the City’s obligations under Section 3.7(b) forthwith notify the Region of the occurrence of any of the following and provide the Region with copies of all relevant documentation in connection therewith: (1) a release of a Hazardous Substance in or about the Facilities, except in strict compliance with Environmental Laws and any applicable Permits; (2) the receipt by the City of an Environmental Notice; or (3) the receipt by the City of information which indicates that Hazardous Substances are being used, dissipated, stored, disposed of or introduced into the environment by anyone in or on the Lands and the Facilities in a manner other than that authorized under Environmental Laws; (d) if the Region or the City receives information that Hazardous Substances, which have been brought onto or released at or from the Lands by the City or those for whom it is in law responsible are being dissipated, used, stored, disposed of or introduced into the environment in or on the Lands and the Facilities in a manner other than that authorized under Environmental Laws, conduct such investigations, searches, testing, drilling and sampling (“Investigations”) as are requested from time to time by the Region acting reasonably or any Statutory Authorities to determine the existence of such Hazardous Substances in or about the Facilities; (e) if remedial work is required due to the presence of Hazardous Substances in, on or under the Lands and the Facilities which have been brought onto or released at or from the Lands by the City or those for whom it is in law responsible, take all necessary action, at the cost of the City, to restore the Lands and Facilities to a level acceptable to the Region acting reasonably and to all Statutory Authorities; (f) upon the request of the Region from time to time, provide to the Region satisfactory documentary evidence that all Permits are valid and in good standing; (g) without limiting any other obligation of the City under this Agreement or otherwise, indemnify and save harmless the Region, its officials, officers, employees, servants, agents and those for whom it is at law responsible, from and against any and all losses, claims, costs, expenses, damages and liabilities, including all costs of defending or denying the same, and all costs of investigation, monitoring, remedial response, removal, restoration or permit acquisition and including all solicitor’s fees (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against the Region, its officials, officers, employees, servants, agents and those for whom it is at law responsible, arising, directly or indirectly, out of: (1) a breach by the City of any of the covenants contained in this Section 3.7; (2) the presence of or release of any Hazardous Substance contrary to any Environmental Laws on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date; (3) any action taken by the Region with respect to the existence of any Hazardous Substance on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date, which existence is contrary to any Environmental Laws; and (4) any action taken by the Region in compliance with any Environmental Notice with respect to the existence of any Hazardous Substance in or on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date; and such indemnity will survive the expiration or any termination of this Agreement. Notwithstanding anything contained in this Section 3.7 to the contrary, the City will not be responsible for the remediation of Hazardous Substances migrating into, onto or under the Lands and Facilities from adjacent lands.
Appears in 2 contracts
Samples: Recreation Management Agreement, Facility Management Agreement
Environmental Obligations. In addition to the other covenants and obligations to be performed by the City hereunder, the City covenants and agrees that it will, at all times during the Term:
(a) Manage The Purchaser shall assume liability for, and indemnify the Facilities in compliance with all Environmental Laws and all Permits;
(b) not use or permit any person for whom it is in law responsible to use the Facilities or the Lands for the storage, use, treatment, disposal or introduction into the environment of Hazardous Substances in, on or under the Lands and the Facilities, except in compliance with applicable Environmental Laws;
(c) without derogating from the City’s obligations under Section 3.7(b) forthwith notify the Region of the occurrence of any of the following and provide the Region with copies of all relevant documentation in connection therewith:
(1) a release of a Hazardous Substance in or about the Facilities, except in strict compliance with Environmental Laws and any applicable Permits;
(2) the receipt by the City of an Environmental Notice; or
(3) the receipt by the City of information which indicates that Hazardous Substances are being used, dissipated, stored, disposed of or introduced into the environment by anyone in or on the Lands and the Facilities in a manner other than that authorized under Environmental Laws;
(d) if the Region or the City receives information that Hazardous Substances, which have been brought onto or released at or from the Lands by the City or those for whom it is in law responsible are being dissipated, used, stored, disposed of or introduced into the environment in or on the Lands and the Facilities in a manner other than that authorized under Environmental Laws, conduct such investigations, searches, testing, drilling and sampling (“Investigations”) as are requested from time to time by the Region acting reasonably or any Statutory Authorities to determine the existence of such Hazardous Substances in or about the Facilities;
(e) if remedial work is required due to the presence of Hazardous Substances in, on or under the Lands and the Facilities which have been brought onto or released at or from the Lands by the City or those for whom it is in law responsible, take all necessary action, at the cost of the City, to restore the Lands and Facilities to a level acceptable to the Region acting reasonably and to all Statutory Authorities;
(f) upon the request of the Region from time to time, provide to the Region satisfactory documentary evidence that all Permits are valid and in good standing;
(g) without limiting any other obligation of the City under this Agreement or otherwise, indemnify and save harmless the RegionSeller, its officialsAffiliates, and their respective directors, officers, employees, servantssuccessors and assigns against, agents and those all Environmental Claims related to the Transferred Property or the other Transferred Assets or arising from the operation of the Business on or prior to the Closing Date ("Assumed Environmental Liabilities"), except for whom it is at law responsible, from and against any and all losses, claims, costs, expenses, damages and liabilities, including all costs of defending or denying the same, and all costs of investigation, monitoring, remedial response, removal, restoration or permit acquisition and including all solicitor’s fees following (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against the Region, its officials, officers, employees, servants, agents and those for whom it is at law responsible, arising, directly or indirectly, out of:"Retained Environmental Claims"):
(1i) All Environmental Claims relating to the Excluded Assets;
(ii) All Environmental Claims involving allegations of air pollution, improper air emissions giving rise to any alleged nuisance or tort or other airborne violations of any Environmental Law that arise from events that occurred prior to the Closing Date and that relate to the Transferred Property or the Business;
(iii) All Environmental Claims that relate to the "off-site" treatment, storage, use or disposal by Seller of any Regulated Substance used in or generated by the Business. For purposes of this subsection (iii), "off-site" shall refer to any property other than the Transferred Property;
(iv) Subject to the provisions of Section 9.1, all Environmental Claims that relate to a breach by the City Seller of any of the covenants its representations or warranties contained in this Agreement, including, without limitation, Section 3.7;3.20 or the Schedules relating thereto; and
(2v) Subject to the provisions of Section 8.1(b) all "Shared Groundwater Environmental Claims" shall mean all Environmental Claims that (A) arise out of events that occurred prior to the Closing Date, (B) relate to the groundwater contained within the Transferred Property (but not the Excluded Assets), (C) do not relate to a breach by Seller of any of its representations or warranties contained in this Agreement or the Schedules relating thereto, and (D) involve assertions that such groundwater does not comply with any Environmental Law for any reason OTHER THAN (i) decreased pH levels, (ii) elevated levels of aluminum or sulfate, (iii) elevated levels of total dissolved solids, or (iv) the presence of or release of any Hazardous Substance contrary to any Environmental Laws on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior heavy metals related to the Commencement Date;
(3) any action taken by the Region with respect to the existence manufacture of any Hazardous Substance on the Lands and Facilities, which Hazardous Substances were brought onto aluminum sulfate and/or native soil or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date, which existence is contrary to any Environmental Laws; and
(4) any action taken by the Region in compliance with any Environmental Notice with respect to the existence of any Hazardous Substance in or on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date; and such indemnity will survive the expiration or any termination of this Agreement. Notwithstanding anything contained in this Section 3.7 to the contrary, the City will not be responsible for the remediation of Hazardous Substances migrating into, onto or under the Lands and Facilities from adjacent landsgroundwater conditions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Geo Specialty Chemicals Inc)
Environmental Obligations. In addition to the other covenants and obligations to be performed by the City hereunder, the City covenants and agrees that it will, at all times during the Term:
(a) Manage the Facilities in compliance with all Environmental Laws and all Permits;
(b) not use or permit any person for whom it is in law responsible to use the Facilities or the Lands for the storage, use, treatment, disposal or introduction into the environment of Hazardous Substances in, on or under the Lands and the Facilities, except in compliance with applicable Environmental Laws;
(c) without derogating from the City’s obligations under Section 3.7(b) 4.5 forthwith notify the Region of the occurrence of any of the following and provide the Region with copies of all relevant documentation in connection therewith:
(1) a release of a Hazardous Substance in or about the Facilities, except in strict compliance with Environmental Laws and any applicable Permits;
(2) the receipt by the City of an Environmental Notice; or
(3) the receipt by the City of information which indicates that Hazardous Substances are being used, dissipated, stored, disposed of or introduced into the environment by anyone in or on the Lands and the Facilities in a manner other than that authorized under Environmental Laws;
(d) if the Region or the City receives information that Hazardous Substances, which have been brought onto or released at or from the Lands by the City or those for whom it is in law responsible are being dissipated, used, stored, disposed of or introduced into the environment in or on the Lands and the Facilities in a manner other than that authorized under Environmental Laws, conduct such investigations, searches, testing, drilling and sampling (“Investigations”) as are requested from time to time by the Region acting reasonably or any Statutory Authorities to determine the existence of such Hazardous Substances in or about the Facilities;
(e) if remedial work is required due to the presence of Hazardous Substances in, on or under the Lands and the Facilities which have been brought onto or released at or from the Lands by the City or those for whom it is in law responsible, take all necessary action, at the cost of the City, to restore the Lands and Facilities to a level acceptable to the Region acting reasonably and to all Statutory Authorities;
(f) upon the request of the Region from time to time, provide to the Region satisfactory documentary evidence that all Permits are valid and in good standing;
(g) without limiting any other obligation of the City under this Agreement or otherwise, indemnify and save harmless the Region, its officials, officers, employees, servants, agents and those for whom it is at law responsible, from and against any and all losses, claims, costs, expenses, damages and liabilities, including all costs of defending or denying the same, and all costs of investigation, monitoring, remedial response, removal, restoration or permit acquisition and including all solicitor’s fees (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against the Region, its officials, officers, employees, servants, agents and those for whom it is at law responsible, arising, directly or indirectly, out of:
(1) a breach by the City of any of the covenants contained in this Section 3.74.5;
(2) the presence of or release of any Hazardous Substance contrary to any Environmental Laws on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date;
(3) any action taken by the Region with respect to the existence of any Hazardous Substance on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date, which existence is contrary to any Environmental Laws; and
(4) any action taken by the Region in compliance with any Environmental Notice with respect to the existence of any Hazardous Substance in or on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date; and such indemnity will survive the expiration or any termination of this Agreement. Notwithstanding anything contained in this Section 3.7 4.5 to the contrary, the City will not be responsible for the remediation of Hazardous Substances migrating into, onto or under the Lands and Facilities from adjacent lands.
Appears in 1 contract
Samples: Management Agreement
Environmental Obligations. In addition to the other covenants and obligations to be performed by the City hereunder, the City covenants and agrees that it will, at all times during the Term:
(a) Manage Comply, and cause each Subsidiary to comply, in a reasonable manner with any applicable Federal or state judicial or administrative order requiring the Facilities performance at any real property owned, operated, or leased by the Company or any Subsidiary of activities in response to any Release or threatened Release of any Hazardous Material, except for the period of time that the Company or such Subsidiary is diligently in good faith contesting such order; (b) use and operate, and cause each Subsidiary to use and operate, all of its facilities and properties in compliance with all applicable Environmental Laws except where the failure to comply could not, individually or in the aggregate, reasonably be expected to result in any liability of the Company or any Subsidiary in excess of $500,000; (c) keep, and cause each Subsidiary to keep, all Permits;
necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith except where the failure to comply could not, individually or in the aggregate, reasonably be expected to result in any liability of the Company or any Subsidiary in excess of $500,000; (bd) not use or permit any person for whom it is in law responsible handle, and cause each Subsidiary to use the Facilities or the Lands for the storagehandle, use, treatment, disposal or introduction into the environment of all Hazardous Substances in, on or under the Lands and the Facilities, except Materials in compliance with all applicable Environmental Laws;
(c) without derogating from Laws except where the City’s obligations under Section 3.7(b) forthwith notify failure to so handle could not, individually or in the Region aggregate, reasonably be expected to result in any liability of the occurrence of any of the following and provide the Region with copies of all relevant documentation in connection therewith:
(1) a release of a Hazardous Substance in or about the Facilities, except in strict compliance with Environmental Laws and any applicable Permits;
(2) the receipt by the City of an Environmental Notice; or
(3) the receipt by the City of information which indicates that Hazardous Substances are being used, dissipated, stored, disposed of or introduced into the environment by anyone in or on the Lands and the Facilities in a manner other than that authorized under Environmental Laws;
(d) if the Region or the City receives information that Hazardous Substances, which have been brought onto or released at or from the Lands by the City or those for whom it is in law responsible are being dissipated, used, stored, disposed of or introduced into the environment in or on the Lands and the Facilities in a manner other than that authorized under Environmental Laws, conduct such investigations, searches, testing, drilling and sampling (“Investigations”) as are requested from time to time by the Region acting reasonably Company or any Statutory Authorities to determine the existence Subsidiary in excess of such Hazardous Substances in or about the Facilities;
$500,000; and (e) if remedial work is required due to the presence of Hazardous Substances in, on or under the Lands and the Facilities which have been brought onto or released at or from the Lands by the City or those for whom it is in law responsible, take all necessary action, at the cost of the City, to restore the Lands and Facilities to a level acceptable to the Region acting reasonably and to all Statutory Authorities;
(f) upon the request of the Region from time to time, provide to the Region satisfactory documentary evidence that all Permits are valid and in good standing;
(g) without limiting any other obligation of the City under this Agreement or otherwise, indemnify and save harmless the Region, its officials, officers, employees, servants, agents and those for whom it is at law responsible, from and against any and all losses, claims, costs, expenses, damages and liabilities, including all costs of defending or denying the samenot, and all costs of investigationnot permit any Subsidiary to, monitoring, remedial response, removal, restoration or permit acquisition and including all solicitor’s fees (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against the Region, its officials, officers, employees, servants, agents and those for whom it is at law responsible, arising, directly or indirectly, out of:
(1) a breach by the City of any of the covenants contained in this Section 3.7;
(2) the presence of or release commence disposal of any Hazardous Substance contrary Material into or onto any real property owned, operated or leased by the Company or any Subsidiary nor allow any Lien imposed pursuant to any Environmental Laws on the Lands and FacilitiesLaw to attach to any such real property. For purposes of this SECTION 10.19.1, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date;
(3) any action taken by the Region with respect to the existence of any Hazardous Substance on the Lands and Facilitiesfacility or property having multiple lessees, only that portion which Hazardous Substances were brought onto or released at or from the Lands is leased by the City Company or those for whom it is in law responsible, except any Hazardous Substance present in Subsidiary shall be considered a facility or on the Lands prior to the Commencement Date, which existence is contrary to any Environmental Laws; and
(4) any action taken property leased by the Region in compliance with any Environmental Notice with respect to the existence of any Hazardous Substance in Company or on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date; and such indemnity will survive the expiration or any termination of this Agreement. Notwithstanding anything contained in this Section 3.7 to the contrary, the City will not be responsible for the remediation of Hazardous Substances migrating into, onto or under the Lands and Facilities from adjacent landsSubsidiary.
Appears in 1 contract
Samples: Credit Agreement (Tetra Tech Inc)
Environmental Obligations. In addition to the other covenants and obligations to be performed by the City hereunder, the City covenants and agrees that it will, at all times during the Term:
(a) Manage It will, and will procure that each of its subsidiaries will, (i) comply with the Facilities terms of all Environmental Licenses and Environmental Laws applicable to it or any of its subsidiaries, (ii) promptly pay or cause to be paid all costs and expenses incurred in such compliance and (iii) keep or cause to be kept all real property now or hereafter owned or operated by it or any of its subsidiaries free and clear of any Security Interests imposed pursuant to such Environmental Laws for such period as such real property is owned or operated by it or any of its subsidiaries, except for such non-compliances, failures to pay or Security Interests which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.
(b) It shall promptly take, and shall cause each of its subsidiaries promptly to take, any and all investigation, study, sampling, testing, abatement, clean up, removal, remediation, or other appropriate response action necessary to remove, remediate, clean up, or xxxxx any Environmental Contamination that is in violation of any Environmental Laws or that presents a material risk of giving rise to an Environmental Claim where the failure to do is reasonably likely to have a Material Adverse Effect. In the event it or any of its subsidiaries undertakes any such action with respect to any Dangerous Substances on, under or about any real property owned or operated by any of them, it or such subsidiary shall conduct and complete such action in compliance with all applicable Environmental Laws, and in accordance with the policies, orders and directives of all Governmental Authorities except when, and only to the extent that, its or such subsidiary's liability for such presence, storage, use, disposal, transportation or discharge of any Dangerous Substances is being contested in good faith by it or such subsidiary.
(c) It shall promptly take, and shall cause each of its subsidiaries promptly to take, any and all action necessary to cure any violation of applicable Environmental Laws and all Permits;by such Obligor or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(bd) not use It will not, and will procure that each of its subsidiaries will not, generate, use, treat, store, release or dispose of, or permit any person for whom it is in law responsible to use the Facilities or the Lands for the storagegeneration, use, treatment, storage, release or disposal of Dangerous Substances on any real property now or introduction into hereafter owned or operated by it or any of its subsidiaries, or transport or permit the environment transportation of Hazardous Dangerous Substances into or from any such real property except for Dangerous Substances used or stored at, on or under the Lands and the Facilitiestransported from, except any such real properties in compliance with all applicable Environmental Laws;
(c) without derogating from the City’s obligations under Section 3.7(b) forthwith notify the Region of the occurrence of any of the following and provide the Region with copies of all relevant documentation in connection therewith:
(1) a release of a Hazardous Substance in or about the Facilities, except in strict compliance with Environmental Laws and used in connection with the operation, use and maintenance of any applicable Permits;
(2) the receipt by the City of an Environmental Notice; or
(3) the receipt by the City of information which indicates that Hazardous Substances are being usedsuch real property, dissipated, stored, disposed of or introduced into the environment by anyone in or on the Lands and the Facilities in except such non-compliances as could not reasonably be expected to have a manner other than that authorized under Environmental Laws;
(d) if the Region or the City receives information that Hazardous Substances, which have been brought onto or released at or from the Lands by the City or those for whom it is in law responsible are being dissipated, used, stored, disposed of or introduced into the environment in or on the Lands and the Facilities in a manner other than that authorized under Environmental Laws, conduct such investigations, searches, testing, drilling and sampling (“Investigations”) as are requested from time to time by the Region acting reasonably or any Statutory Authorities to determine the existence of such Hazardous Substances in or about the Facilities;Material Adverse Effect.
(e) if remedial work If: (i) an Event of Default has occurred and is required due to the presence of Hazardous Substances in, on or under the Lands and the Facilities which have been brought onto or released at or from the Lands by the City or those for whom it is in law responsible, take all necessary action, at the cost of the City, to restore the Lands and Facilities to a level acceptable to the Region acting reasonably and to all Statutory Authorities;
continuing; (f) upon the request of the Region from time to time, provide to the Region satisfactory documentary evidence that all Permits are valid and in good standing;
(g) without limiting any other obligation of the City under this Agreement or otherwise, indemnify and save harmless the Region, its officials, officers, employees, servants, agents and those for whom it is at law responsible, from and against any and all losses, claims, costs, expenses, damages and liabilities, including all costs of defending or denying the same, and all costs of investigation, monitoring, remedial response, removal, restoration or permit acquisition and including all solicitor’s fees (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against the Region, its officials, officers, employees, servants, agents and those for whom it is at law responsible, arising, directly or indirectly, out of:
(1) a breach by the City of any of the covenants contained in this Section 3.7;
(2ii) the presence of Lenders receive notice under Clauses 13.2.19(f) or release of any Hazardous Substance contrary to any Environmental Laws on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date;
(3) any action taken by the Region with respect to the existence of any Hazardous Substance on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date, which existence is contrary to any Environmental Laws; and
(4) any action taken by the Region in compliance with any Environmental Notice with respect to the existence of any Hazardous Substance in or on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date; and such indemnity will survive the expiration or any termination of this Agreement. Notwithstanding anything contained in this Section 3.7 to the contrary, the City will not be responsible for the remediation of Hazardous Substances migrating into, onto or under the Lands and Facilities from adjacent lands.13.2.19
Appears in 1 contract
Samples: Facilities Agreement (Chirex Inc)
Environmental Obligations. In addition to the other covenants and obligations to be performed by the City hereunder, the City covenants and agrees that it will, at all times during the TermThe Lessee must:
(a) Manage the Facilities in compliance (COMPLY WITH LAWS) comply with all Environmental Environment Laws and including (at its cost) obtaining all Permitsnecessary Authorisations for any activity on the Premises;
(b) not (POLLUTION CONTROL EQUIPMENT) properly install in the Premises all pollution control equipment that is required by an Environmental Law to be installed as a consequence of the Lessee's use or permit any person for whom it is in law responsible to use occupation of the Facilities or the Lands for the storage, use, treatment, disposal or introduction into the environment of Hazardous Substances in, on or under the Lands and the Facilities, except in compliance with applicable Environmental Laws;Premises; and
(c) without derogating from (OPERATION OF EQUIPMENT) operate the City’s obligations under Section 3.7(b) forthwith notify the Region of the occurrence of any of the following pollution control equipment and provide the Region with copies of all relevant documentation in connection therewith:
(1) a release of a Hazardous Substance in or about the Facilities, except in strict compliance with Environmental Laws industrial plant and any applicable Permits;
(2) the receipt by the City of an Environmental Notice; or
(3) the receipt by the City of information which indicates that Hazardous Substances are being used, dissipated, stored, disposed of or introduced into the environment by anyone in or on the Lands and the Facilities equipment in a proper and efficient manner other than that authorized under Environmental Lawsand maintain it in good working order;
(d) if (NOT CONTAMINATE) not Contaminate the Region or the City receives information that Hazardous Substances, which have been brought onto or released at or from the Lands by the City or those for whom it is in law responsible are being dissipated, used, stored, disposed of or introduced into the environment in or on the Lands and the Facilities in a manner other than that authorized under Environmental Laws, conduct such investigations, searches, testing, drilling and sampling (“Investigations”) as are requested from time to time by the Region acting reasonably Land or any Statutory Authorities to determine the existence of such Hazardous Substances in or about the Facilitiesadjacent land;
(e) if remedial work is required due to the presence (NOT POLLUTE) not cause any Pollution of Hazardous Substances in, on or under the Lands and the Facilities which have been brought onto or released at or from the Lands by the City or those for whom it is in law responsible, take all necessary action, at the cost of the City, to restore the Lands and Facilities to a level acceptable to the Region acting reasonably and to all Statutory AuthoritiesPremises;
(f) upon (NO DANGEROUS MATERIALS) not use keep or handle on the request Premises any Dangerous Good or Hazardous Material without the prior consent of the Region from time to time, provide to the Region satisfactory documentary evidence that all Permits are valid and in good standingLessor;
(g) without limiting (INFORMATION) provide to the Lessor on demand any other obligation of information held or controlled by the City under this Agreement or otherwiseLessee required by the Lessor relating to any:
(i) Contamination; or
(ii) Environmental Aspect, indemnify affecting the Land at any time;
(h) (ACCESS) allow the Lessor and save harmless the Region, its officialsLessor's employees, officers, employeescontractors and agents access to the Premises to carry out environmental audits, servants, agents assessments and those for whom it is at law responsible, investigations of any part of the Premises or the Land and provide to the Lessor from and against any and time to time all losses, claims, costs, expenses, damages and liabilities, including all costs information about the Environmental Aspects of defending or denying the same, and all costs of investigation, monitoring, remedial response, removal, restoration or permit acquisition and including all solicitor’s fees (activities carried out on a solicitor and own client basis) and disbursements in connection therewith which at any time the Premises as may be paid requested by the Lessor;
(i) (COMPLIANCE) at its sole cost and expense, promptly comply with any direction from the Lessor to implement any recommendation of an environmental audit, assessment, investigation or incurred by report in respect of the Premises or claimed against any business conducted from the Region, its officials, officers, employees, servants, agents and those for whom it Premises (whether or not the recommendation is at law responsible, arising, directly or indirectly, out ofrequired in order to comply with an Environmental Law);
(j) (NOTIFY LESSOR) promptly notify the Lessor if:
(1i) it becomes aware, or as soon as a complaint is made, of a breach by or alleged breach of an Environmental Law in respect of the City Land or any activity carried out on the Land;
(ii) an Environmental Notice is served on the Lessee;
(iii) the Land becomes Contaminated in any way [in a material way];
(iv) any unlawful Pollution is emitted or discharged on or from the Land; or
(v) the Lessee is in breach of any of the covenants contained in its obligations under this Section 3.7;
(2) the presence of or release of any Hazardous Substance contrary to any Environmental Laws on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date;
(3) any action taken by the Region with respect to the existence of any Hazardous Substance on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands by the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior to the Commencement Date, which existence is contrary to any Environmental Lawsclause 8.2; and
(4k) (REMEDIATION) do whatever is necessary or whatever the Lessor reasonably requires, at the Lessee's cost, to:
(i) remediate any action taken by the Region in compliance with any Environmental Notice with respect to the existence Contamination of any Hazardous Substance in or on the Lands and Facilities, which Hazardous Substances were brought onto or released at or from the Lands Premises (if the Contamination first occurred or was first caused after the Occupation Date);
(ii) clean up, manage or abate any Pollution occurring on or from the Premisxx (xf the Pollution first occurred or was first caused after the Occupation Date);
(iii) remedy any breach of an Environmental Law that occurs on or affects the Premises as soon as it occurs (including by restoring the City or those for whom it is in law responsible, except any Hazardous Substance present in or on the Lands prior Premises to a state as close as practicable to the Commencement Datestate it was in before that breach);
(iv) comply with every Environmental Notice in so far that it relates to the Premises; and such indemnity will survive the expiration or and
(v) remedy any termination breach of this Agreement. Notwithstanding anything contained in this Section 3.7 to the contrary, the City will not be responsible for the remediation of Hazardous Substances migrating into, onto or under the Lands and Facilities from adjacent landsclause 8.2.
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Samples: Sublease (Isolagen Inc)