Environmental Procedures. With respect to any claims involving the investigation, remediation, removal, corrective action, containment, monitoring or other response action relating to the existence of environmental contamination, including claims made under Section 11.02(a)(i) with respect to Section 3.19, under Section 11.02(a)(v) with respect to any Excluded Environmental Liability, under Section 11.03(c) or (d) with respect to environmental matters or under Section 11.07 (collectively, “Environmental Claims”), Buyer, Seller and their respective Affiliates, as the case may be, shall act in a Commercially Reasonable Manner. Seller shall have no obligation for any Damages arising out of any Environmental Claim to the extent such Damages result from or are the consequence, in whole or in part, of any intrusive sampling, testing or monitoring of soil or groundwater performed by or on behalf of Buyer, any of its Affiliates or any of their respective Representatives, unless (and only to the extent) such action is (a) required by an Environmental Law, order, injunction, decree or ruling of any Governmental Authority or a Permit in effect at the time such action is taken; (b) subject to Section 11.05, reasonably necessary in connection with the defense or resolution of a Third-Party Claim; (c) reasonably necessary to investigate conditions that indicate an imminent and substantial endangerment to human health as reasonably determined by Buyer; (d) required pursuant to any applicable Real Property Lease as in effect as of the Closing Date or, if less restrictive, as amended thereafter; (e) reasonably necessary to obtain financing or a mortgage, or in connection with a potential sale of any Real Property or the Business; (f) conducted in connection with construction or maintenance projects at any Real Property provided that such projects serve a legitimate business purpose unrelated to conducting intrusive sampling, testing or monitoring of the Environment for purposes of seeking indemnification hereunder; or (g) conducted in connection with properly maintaining any production or drinking water xxxxx that are the responsibility of Buyer and that exist at any Real Property on the Closing Date. Buyer and Seller agree that, with respect to any Environmental Claim arising out of a Release of any Hazardous Substance, the issuance of a no further action letter or the equivalent indicia of completion issued by any Governmental Authority having jurisdiction over Releases or remediation (“NFA Lette...
Environmental Procedures. 9.5.1 The Purchaser Group Members shall provide prompt written notice to Seller with respect to any claim for indemnification under Sections 9.1.1(a) (with respect to the representations in Section 3.18 and 3.17, insofar as it relates to Permits issued pursuant to Environmental Law) and 9.1.2 of any order, demand, notice of potential liability, complaint or claim for indemnification by any Governmental Entity or other third party, or any other claim for indemnification that does not result for a third-party claim, in each case that may result in indemnified Losses (an “Environmental Claim”).
9.5.2 The Purchaser Group Members shall control the defense or negotiation (including, without limitation, any investigatory, response and remedial actions) of any Environmental Claim relating to the Real Property, including its compromise or settlement, with counsel and environmental consultant selected by the Purchaser Group Members reasonably acceptable to Seller. No compromise or settlement in respect of such Environmental Claim may be reached by the Purchaser Group Members without Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).
9.5.3 Seller shall have the right to control the defense or negotiation (including any investigatory, response or remedial actions) of any Environmental Claim concerning any real property other than the Real Property, including its compromise or settlement, with counsel and environmental consultant selected by Seller reasonably acceptable to the Purchaser Group Members. No compromise or settlement in respect of such Environmental Claim may be reached by Seller without the Purchaser Group Members’ prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If Seller has the right, but elects not to, control the defense of any such Environmental Claim, the Purchaser Group Members shall control the defense of any such Environmental Claim, including its compromise or settlement, with counsel and consultant selected by the Purchaser Group Members reasonably acceptable to Seller, and no compromise or settlement in respect of such Environmental Claim may be reached by the Purchaser Group Members without Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).
9.5.4 The Purchaser Group Members or Seller, as the case may be, with respect to any matter managed and controlled by the other, with the exceptio...
Environmental Procedures. The following procedures shall exclusively govern claims against the Sellers for indemnification pursuant to this Section 10.2 ("INDEMNIFIED ENVIRONMENTAL MATTERS").
(i) If a Buyer Indemnitee seeking indemnification (A) receives notice of any order, directive, decree, demand, notice of potential liability, or complaint by any governmental authority or other third party, or the commencement of any action, proceeding or investigation by any governmental authority or other third party, or (B) becomes aware of any other claim for indemnification other than a third-party claim, in each case that may result in Environmental Losses (each of the foregoing, an "ENVIRONMENTAL CLAIM"), Buyer Indemnitee shall give reasonably prompt notice thereof ("ENVIRONMENTAL CLAIM NOTICE") to the Sellers. Except as provided pursuant to Section 10.5, failure of such Buyer Indemnitee to give reasonably prompt notice pursuant to this Section 10.2(b)(i) shall not relieve the Sellers of their obligations, except to the extent that the Sellers are actually prejudiced by such failure to give notice.
(ii) With respect to Environmental Claims pursuant to Section 10.2(a)(i) or 10.2(a)(ii), until such time as (A) Environmental Losses (other than De Minimis Losses) exceed, individually or in the aggregate, the Environmental Deductible Amount and (B) it is reasonably probable that the Deductible Amount will be satisfied, the Buyer Indemnitee shall undertake the defense or control of such Environmental Claim with counsel and environmental consultants chosen by the Buyer Indemnitee and reasonably satisfactory to the Sellers. The Buyer Indemnitee shall not compromise or settle any such Environmental Claim without the Sellers' prior written consent (which consent shall not be unreasonably withheld). After such time as (A) Environmental Losses (other than De Minimis Losses) exceed, individually or in the aggregate, the Environmental Deductible Amount and (B) it is reasonably probable that the Deductible Amount will be satisfied, Sellers shall have the right, but not the obligation, upon reasonable written notice to the Buyer Indemnitee, to assume the defense or control of any Environmental Claim with respect to any matter indemnified pursuant to Section 10.2(a)(i) or 10.2(a)(ii). If Sellers assume the defense or control of any such Environmental Claim, Sellers shall undertake the defense or control of such Environmental Claims with counsel and environmental consultants chosen by the Sellers and rea...
Environmental Procedures. 16.1 Each Party shall provide the other Party with immediate verbal notification and then follow up by written notification within 24 hours of occurrence of any Release of Hazardous Substances or any type of remediation activity that could reasonably be expected to adversely affect the other Party.
16.2 If applicable, Buyer shall allow Seller to use at no cost existing groundwater monitoring wellx xxxated at the Site for conducting Seller's remediation and monitoring of environmental conditions on Seller's property. Buyer shall be responsible for the repair and maintenance of existing groundwater monitoring wellx xx the Site.
16.3 Seller will have the right to discharge at no cost stormwater runoff from Seller's property across Buyer's property under the authority of the Buyer's SPDES permit where such permits exist and is permitted by applicable law.
16.4 Each Party shall be responsible for the storage and off-site disposal of all Hazardous Waste generated by the use, operation, maintenance, relocation or removal of its equipment that are located on the property or at any facility of the other Party.
16.5 Neither Party shall make changes to the site topography or accesses, including but not limited to grading or drainage, that could reasonably be expected to affect the other Party's facilities or common use drainage or pollution controls systems, without the prior written consent of the other Party, such consent not to be unreasonably withheld.
16.6 Buyer shall incorporate into its own emergency planning documents, including but not limited to SPCC and SWPPP plans, hazardous Substances contingency planning and emergency response contingencies relating to Seller's facilities, systems and equipment which are located on Buyer's property or within Buyer's facilities.
16.7 Neither Party shall knowingly take any actions which might reasonably be expected to have an adverse environmental impact upon the operations of the other Party without prior written notification and agreement between the Parties.
16.8 Buyer shall grant to Seller such reasonable requests for an easements for drainage of stormwater from land retained by Seller across Buyers' property pursuant to the terms of the Declaration of Easements. These easements shall include the right to use Buyer's property (including trench drains, valves, pipelines, leacx xxxlds, oil water separator, wastewater treatment facility, and other fixtures), equipment or portions of the Buyer's property, as applicable, f...
Environmental Procedures. Notwithstanding any other provisions contained in this Agreement, Seller shall have the right to direct, manage and control, and take such actions as are reasonably necessary in connection with, any Remediation or defense or other resolution of any claim, event or condition subject to indemnification under or arising from the breaches of Seller’s representations and warranties set forth in under Section 3.18, and Buyer shall provide Seller with access to the Company property reasonably necessary for Seller to exercise their rights under this Section 7.4. Seller’s obligations to indemnify for any Environmental Liability pursuant to this Article VII or to conduct any Remediation shall be deemed satisfied so long as the remedy (i) complies with the minimum and least stringent standards enforceable under applicable Environmental Laws, and (ii) is approved or authorized by Governmental Authorities with jurisdiction over such matters, where such approval or authorization is required by applicable Environmental Laws (the “Remediation Standard”). Seller may use the most commercially reasonable and cost-effective method of achieving the Remediation Standard, including the use of commercial, industrial and/or other forms of non-residential cleanup criteria and the use of environmental land use restrictions or similar institutional controls. Buyer agrees that, if such environmental land use restrictions or similar institutional controls are approved or authorized by Governmental Authorities or Environmental Laws, as applicable, Buyer will execute any required documents and will cooperate with Seller in the recording, on the applicable land records, of such environmental land use restrictions or similar controls; provided, however, such land use restrictions or similar institutional controls do not render the Company Properties unsuitable for use as such Company Properties were used immediately prior to and up to the Closing.
Environmental Procedures. Before any lender’s submission requesting a loan guarantee for the acquisition, re- habilitation, or construction of real property can be selected for a loan guarantee, HUD shall determine whether any environmental thresholds are exceeded in accordance with 24 CFR part 50, which implements the National Environmental Policy Act (NEPA) and the related Federal environmental laws and authorities listed under 24 CFR
Environmental Procedures record-keeping and reporting procedures;
Environmental Procedures. With respect to Environmental Liabilities, Seller shall have the right to direct, manage and control, and take such actions as in Seller's reasonable judgment are necessary in connection with any defense, Remedial Action, or other resolution of any claim, event or condition which is a Retained Environmental Liability subject to indemnification under this Agreement or which is a result of the breach of any representation or warranty in Section 4.17, if Seller is responsible for more than fifty percent of the Liability under this Agreement. Seller and Buyer agree to cooperate in good faith with respect to all Remedial Actions. Buyer shall provide Seller with access to any property subject to the indemnity reasonably necessary for Seller to perform the defense, Remedial Action or other resolution provided that Seller shall have first notified Buyer in advance of requiring such access. In addition to the foregoing, Seller shall (A) expeditiously commence and use diligent efforts to complete all Remedial Actions; (B) comply in all material respects with all applicable laws (including, without limitation, Environmental Laws); (C) conduct the work in a manner that will not unreasonably interfere with Buyer's operation of the Business or compromise the safety of those on the property; (D) use environmental consultants and engineers reasonably acceptable to Buyer and require such consultants and engineers to obtain and maintain liability insurance, including contractor's pollution liability coverage, in the form and at levels typically obtained and maintained for remediation projects and naming Buyer as an additional insured; (E) provide Buyer with copies of any workplans seven (7) days prior to submittal to any Governmental Authority, or such shorter time as necessary to comply with Governmental Authority requests, data generated in connection with any investigations, sampling or monitoring, material correspondence with Governmental Authorities, and other material, non-privileged documents relating to the workplans (and Buyer shall have a right to consult with Seller and to review and comment on the workplans, and Seller will consider and incorporate all reasonable comments of Buyer which are timely provided); (F) provide Buyer with prior notice of and the right to attend, as an observer but not a participant, meetings or material conference calls with Governmental Authorities regarding the Remedial Action; and (G) provide Buyer the right to approve (such approval...
Environmental Procedures. To the extent any indemnified party has a claim for Pre-Closing Environmental Liability that will require investigation or cleanup of contamination from Hazardous Materials or for Unknown Pre-Closing On-Site Environmental Liabilities and the indemnifying party has acknowledged in writing its obligation to indemnify the indemnified party hereunder, such indemnifying party shall have a reasonable right to review and comment upon any investigation or cleanup plan or report before it is submitted to any Governmental Entity for approval. The indemnified party shall review such comments in good faith and shall provide to the indemnifying party copies of all correspondence with any Governmental Entity relating to the proposed investigation or cleanup. Any investigation or cleanup proposed or to be performed pursuant to this paragraph shall be performed in accordance with the requirements of the applicable Governmental Entity and, provided that the indemnifying party has acknowledged in writing its obligation to the indemnified party, the indemnified party shall not agree to any order or implement any cleanup plan without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnifying party's obligation hereunder with respect to any particular claim shall terminate upon the earlier of (i) the receipt of a notice from the applicable Governmental Entity that the remedial activities are complete and that no further action is required or (iii) receipt of sampling results reasonably acceptable to the indemnified party indicating that the Hazardous Materials being addressed are below applicable regulatory cleanup levels.
Environmental Procedures. With respect to any Loss for which any of the Buyer Indemnitees is indemnified under Section 11.2 of this Agreement, the resolution of which involves environmental investigation, cleanup, remedial action or other response action ("Remediation") on any real property used or occupied at any ----------- time by the Company in connection with its business, Seller or Parent shall have the right, upon timely written notice, to conduct or control the Remediation, or permit their Permitted Designee to conduct or control such Remediation (if either Seller or Parent is required to permit such Permitted Designee to assume and control such defense pursuant to any agreement it had made with such Permitted Designee as in effect as of the date hereof), and such Remediation shall only be required to meet the "Minimum Cleanup Standard." For purposes of ------------------------ this Agreement,
