Environmental Remediation Costs Sample Clauses

Environmental Remediation Costs. 4 1.13 ERISA..........................................................................................4 1.14
Sample 1See All (4)
AutoNDA by SimpleDocs
Environmental Remediation Costs. The Environmental ------------------------------- Remediation Costs, if any, asserted by Buyer pursuant to Section 8.6 are not more than $250,000 and there are no Unestimated Environmental Costs asserted by Buyer pursuant to Section 8.6, or, if Environmental Remediation Costs asserted by Buyer pursuant to Section 8.6 are more than $250,000 or there are Unestimated Environmental Costs asserted by Buyer pursuant to Section 8.6, SDI or the Permitted Transferee and Buyer have agreed as to the responsibility therefor as provided in Section 8.6.
Sample 1
Environmental Remediation Costs. Buyer has previously engaged, ------------------------------- with SDI's consent and at Buyer's expense GZA Geoenvironmental, Inc. (the "Environmental Consultant") to undertake a "Phase One" environmental review with respect to Environmental Matters relating to the businesses conducted by the Company and the Real Property and to provide a written report of its findings and recommendations to Buyer and SDI or the Permitted Transferee as soon as possible prior to the Closing. Such findings and recommendations shall include the Environmental Consultant's opinion which shall set forth (a) the discounted present value of the estimated costs, if any, of remediation and cleanup of environmental conditions at the Real Property or otherwise for which the Company is responsible under current Environmental Law, if the Environmental Consultant is in a position to give such opinion, (b) if any such costs cannot be estimated as provided in clause (a), then the discounted present value of the maximum costs of such remediation and cleanup, if the Environmental Consultant is in a position to give such opinion, and (c) as to any identified possible remediation or cleanup matter as to which the Environmental Consultant cannot opine as to the discounted present value of the estimated costs or the maximum estimated costs thereof, if any, ("Unestimated Environmental Costs"), a description of each such matter and a statement of the Environmental Consultant that it cannot opine as to the estimated costs of such matter. SDI or the Permitted Transferee will cooperate with such Environmental Consultant in connection with such review and report. Within five days after receipt of such report and opinion, Buyer shall deliver written notice to SDI or the Permitted Transferee of the Environmental Remediation Costs, if any which it desires to assert and the Unestimated Environmental Costs, if any, which it desires to assert. If the Environmental Remediation Costs as set forth in such notice are in excess of $50,000 but not more than $250,000, and there are no Unestimated Environmental Costs asserted in such notice, the SDI Purchase Price shall be adjusted as set forth in Section 2.2. If the Environmental Remediation Costs as set forth in such notice are in excess of $250,000, or there are Unestimated Environmental Costs asserted in such notice, the parties shall, for the five-day period after delivery of such notice, attempt in good faith to negotiate a settlement of the responsibility fo...
Sample 1
Environmental Remediation Costs. As evidenced by the Pioneer Report and the BXXXX Recommendations, the parties hereto identified underground storage tanks and contaminants within or adjacent to the Subject Areas. Seller will engage a consultant reasonably acceptable to Buyer, which consultant shall be other than the consultants that have advised either party in connection with this Agreement (e.g. Bxxxx and Pioneer), to prepare a risk assessment for submission to ADEM with respect to such underground storage tanks and contaminants within or adjacent to the Subject Areas. Seller and CCI shall reimburse Buyer up to $25,000 for the reasonable and necessary costs and expenses of a consultant engaged by Buyer in connection with the review of the risk assessment to be submitted to ADEM. Upon completion of such risk assessment, which shall be acceptable to each of Buyer and Seller, Buyer will execute and submit an application to ADEM seeking an appropriate Letter of Concurrence of ADEM pursuant to ADEM Admin. Code R. 335-15-4-.06 (the “ADEM Letter”) under and pursuant to the Alabama Land Recycling and Economic Redevelopment Act (“ALRERA”), that all requirements of the approved clean-up plans have been completed for non-residential property, including not only identification and removal of underground storage tanks and possible remediation related to the underground storage tanks and Subject Areas, but also reporting to and consultation with ADEM (the “Work”). Seller and CCI, jointly and severally, agree to perform, at their sole expense, all Work. The ADEM Letter shall state that all Work has been completed, shall be unqualified as to future performance and shall stipulate that all terms and conditions imposed by ADEM have been completed, provided, however, that Buyer and Seller acknowledge that the ADEM Letter may include a restriction on the use of groundwater from the Subject Areas for drinking purposes and may require a deed notation indicating that the groundwater from the Subject Areas cannot be used for drinking purposes. The Work required to be performed by Seller and CCI hereunder shall be performed in accordance with all applicable Laws. Time is of the essence with regard to completing the Work. Buyer agrees to provide reasonable access to Seller to the Owned Real Property after Closing for the purpose of completing the obligations of Seller and CCI to obtain the ADEM Letter, including examination of required monitoring wxxxx and any additional remedial work which may be required.
Sample 1
Environmental Remediation Costs. Seller Parent acknowledges and agrees that Seller Parent will reimburse the Buyer Indemnified Parties for any remediation costs of Hazardous Materials at the manufacturing plants located in Weesp, Xxxxxxxxxxx or Ankerweg, Netherlands for amounts in aggregate up to €5,000,000 (the “Environmental Remediation Costs”).
Sample 1
Environmental Remediation Costs. The Parties further acknowledge that any indemnification payments made pursuant to (A) or (B) or reimbursement payments pursuant to (C) of the previous sentence will reduce the remaining amounts for all such matters under the Cap.
Sample 1
Environmental Remediation Costs. If the Agent receives a notification pursuant to the Environmental Indemnity Agreement of, or any Borrower or Affiliate becomes aware of, any environmental contamination which may reasonably be expected to cause any Borrower or Affiliate to incur or be liable for costs of any kind aggregating in excess of a cost of $500,000.
Sample 1
AutoNDA by SimpleDocs

Related to Environmental Remediation Costs

  • Environmental Remediation Failure to remediate (or pursue the remediation process with due diligence and good faith) within the time period required by law or governmental order, (or within a reasonable time in light of the nature of the problem if no specific time period is so established), environmental problems in violation of Applicable Law related to Properties of the Borrower and/or its Subsidiaries where the estimated cost of remediation is in the aggregate in excess of Seventy-Five Million Dollars ($75,000,000), in each case after all administrative hearings and appeals have been concluded.

  • Environmental Audits There are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation except for ongoing assessments conducted by or on behalf of the Corporation in the ordinary course.

  • Hazardous Materials; Remediation (a) If any release or disposal of Hazardous Materials shall occur or shall have occurred on any real property or any other assets of any Borrower or any other Credit Party, such Borrower will cause, or direct the applicable Credit Party to cause, the prompt containment and removal of such Hazardous Materials and the remediation of such real property or other assets as is necessary to comply with all Laws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, each Borrower shall, and shall cause each other Credit Party to, comply with each Law requiring the performance at any real property by any Borrower or any other Credit Party of activities in response to the release or threatened release of a Hazardous Material. (b) Borrower will provide Agent within thirty (30) days after written demand therefor with a bond, letter of credit or similar financial assurance evidencing to the reasonable satisfaction of Agent that sufficient funds are available to pay the cost of removing, treating and disposing of any Hazardous Materials or Hazardous Materials Contamination and discharging any assessment which may be established on any property as a result thereof, such demand to be made, if at all, upon Agent’s determination that the failure to remove, treat or dispose of any Hazardous Materials or Hazardous Materials Contamination, or the failure to discharge any such assessment could reasonably be expected to have a Material Adverse Change. (c) If there is any conflict between this Section 6.10 and any environmental indemnity agreement which is a Financing Document, the environmental indemnity agreement shall govern and control.

  • Environmental Review (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations and (iii) comply with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related thereto. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review. (b) Unless otherwise required by applicable law, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority or other Third Party without the prior written consent of Seller unless otherwise required by law. Unless otherwise required by law, prior to the Closing, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer’s Environmental Consultant, or any Third Party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall, as soon as reasonably practicable, provide Seller with good faith notice prior to any such disclosure so as to allow Seller to attempt to file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to Seller, which Environmental Information shall become the sole property of Seller. Buyer shall provide two (2) copies of the Environmental Information to Seller without charge. (c) Buyer acknowledges that the Assets have been used for exploration, development, and production of oil and gas and that there may be petroleum, produced water, wastes, or other substances or materials located in, on or under or associated with the Assets. Equipment and sites included in the Assets may contain asbestos, hazardous substances, or naturally occurring radioactive material (“NORM”). NORM may affix or attach itself to the inside of wxxxx, materials, and equipment as scale, or in other forms. The wxxxx, materials, and equipment located on the Assets may contain NORM and other wastes or hazardous substances. NORM containing material and/or other wastes or hazardous substances may have come in contact with various environmental media, including without limitation, water, soils or sediment. Special procedures may be required for the assessment, remediation, removal, transportation, or disposal of environmental media, wastes, asbestos, hazardous substances and NORM from the Assets.

  • Environmental Audit If required by the Administrative Agent, reports and other information in form, scope and substance satisfactory to the Administrative Agent and prepared by environmental consultants satisfactory to the Administrative Agent, concerning any environmental hazards or liabilities to which any Credit Party may be subject with respect to such Additional Mortgaged Property; and

  • Environmental Assessments Foreclose on or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or foreclose on any commercial real estate if such environmental assessment indicates the presence of a Hazardous Substance in amounts which, if such foreclosure were to occur, would be material.

  • Investigations and Remediations Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in Paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.

  • Environmental Liabilities No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Company's knowledge, threatened concerning any Environmental Permit, Hazardous Material or any Hazardous Materials Activity of the Company. The Company is not aware of any fact or circumstance which could involve the Company in any environmental litigation or impose upon the Company any environmental liability.

  • Environmental Requirements C7.1 The Contractor shall, when working on the Premises, perform its obligations under the Contract in accordance with the Authority’s environmental policy, which is to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment.

  • Environmental Releases Each Party shall notify the other Parties, first orally and then in writing, of the release of any hazardous substances, any asbestos or lead abatement activities, or any type of remediation activities related to the Small Generating Facility or the Interconnection Facilities, each of which may reasonably be expected to affect the other Parties. The notifying Party shall: (1) provide the notice as soon as practicable, provided such Party makes a good faith effort to provide the notice no later than 24 hours after such Party becomes aware of the occurrence, and (2) promptly furnish to the other Parties copies of any publicly available reports filed with any governmental authorities addressing such events.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!