Environmental Representations and Covenants. 34 10.1 Representations...................................................34 10.2
Environmental Representations and Covenants. In addition to and not in limitation of all other warranties and representations contained in this Lease, the Tenant represents and warrants to Landlord, after due inquiry and investigation, and hereby covenants with the Landlord as follows:
Environmental Representations and Covenants. Except as may be described in (i) the Phase I Environmental Site Assessment dated September 2003, prepared by ENVIRON International Corporation with respect to the Site, or (ii) the Phase I Environmental Site Assessment dated September 2003, prepared by ENVIRON International Corporation with respect to the Junction Property , or (iii) the limited environmental review dated September 12, 2003, prepared by ENVIRON International Corporation with respect to the Lxxxxx Property, or (iv) the Phase I Environmental Site Assessment Report, dated October 1, 2002, prepared by B&F Engineering, Inc., with respect to the Lxxxxx Property or (iv) the Phase I Environmental Site Assessment dated October 25, 2007, prepared by Terracon Consultants, Inc. with respect to the Wxxxx Property, neither the Company nor, to the Company’s knowledge, any other Person has ever caused or permitted any Hazardous Material to be placed, held, located or disposed of on, under or at the Springdale Property, the Lxxxxx Property, the Junction Property or the Wxxxx Property or any part thereof except in compliance with Environmental Laws. The Company hereby warrants and represents that, to the best of its knowledge, it has complied and, in the future, will comply in all material respects with all applicable Environmental Laws. None of the Springdale Property, the Lxxxxx Property, the Junction Property or the Wxxxx Property has previously contained, and none of such properties now contain, any underground storage tanks (other than in compliance with all applicable Environmental Laws) and none has ever been used by the Company or by any other Person as a temporary or permanent storage or disposal site for any Hazardous Material. The Company has delivered to the Trustee all environmental reports, studies, audits and other data and information in the possession or control of the Company relating to the Springdale Property, the Lxxxxx Property, the Junction Property or the Wxxxx Property. If the City or the Trustee reasonably suspects that any violation of the Environmental Laws is occurring involving the Springdale Property, the Lxxxxx Property, the Junction Property or the Wxxxx Property, or if an Event of Default shall have occurred and be continuing which, with the passage of time or the giving of notice, or both, would constitute an Event of Default, the City and the Trustee shall have the right, but no obligation, to conduct any tests or inspections of the Springdale Property, the Lxxxxx Proper...
Environmental Representations and Covenants. Borrower represents that, to the best of the Borrower's knowledge, the Real Property is not now and has not ever been used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials and that no Hazardous Materials have ever been installed on the Real Property. The Borrower covenants that the Real Property shall be kept free of Hazardous Materials and shall not be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials. The Borrower shall not cause or permit as a result of any intentional or unintentional act or omission on the part of the Borrower or any lessee, tenant, subtenant, licensee, guest, invitee, employee, agent or contractor, the installation of Hazardous Materials in or on the Real Property or a release of Hazardous Materials onto the Real Property or suffer the presence of Hazardous Materials on the Real Property. The Borrower shall comply with and ensure compliance by all sublessees, tenants, subtenants, licensees, guests, invitees, employees, agents and contractors with all applicable federal, state and local laws, ordinances, rules and regulations with respect to Hazardous Materials and shall keep the Real Property free and clear of any liens imposed pursuant to such laws, ordinances, rules and regulations. The Borrower has not received any notice from any governmental agency, entity or any other person with regard to Hazardous Materials on, from or affecting the Real Property. In the event the Borrower does receive any such notice, the Borrower shall immediately notify the Bank. The Borrower, at no expense to the Bank, shall conduct and complete all investigations, studies, sampling and testing and all remedial, removal and other actions necessary to comply with all applicable laws relating to the protection of the environment.
Environmental Representations and Covenants. Landlord hereby represents to Tenant tot he best of Landlord's knowledge that no Hazardous Materials are now located on, under or at the Property, except in substantial compliance with all Governmental Requirements and except as disclosed on Exhibit E with regards to asbestos. Landlord agrees to indemnify the Tenant for any damages resulting from this representation being untrue. Tenant hereby represents and warrants to Landlord that it will not use, place, hold, locate or dispose of any Hazardous Material on, under or at the Land, Building or Premises except in substantial compliance with Governmental Requirements. Tenant warrants and represents that to Tenant's knowledge Tenant's intended use of the Premises will not violate Applicable Environmental Laws. Tenant shall not cause or permit the Premises or Tenant to be in violation of, or do anything or permit anything to be done which will subject the Landlord or the Premises, the Building or the Land to any remedial obligations under, any Applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Premises, the Land, the Building and Tenant. Tenant shall promptly notify Landlord in writing of any existing, pending or, to the knowledge of Tenant, threatened investigation or inquiry by any governmental authority in connection with any violation of Applicable Environmental Laws by Tenant or the Premises. Tenant shall take all steps necessary to determine during the Term of this Lease that no hazardous substances or solid wastes are being disposed of or otherwise released on or to or from the Premises. Landlord may enter upon the Premises at any time and without notice to verify compliance with this Section 2 if Landlord believes in good faith that a violation of this Section may have occurred or be threatened. Any violation of this Section 2 by Tenant shall constitute an "event of default" under this Lease which cannot be cured.
Environmental Representations and Covenants. Borrower represents to Lenders as follows:
Environmental Representations and Covenants. A. In order to induce Tenant to enter into this Lease, Landlord represents to Tenant that, to the best of Landlord's knowledge, there are no Hazardous Substances in, on or under the Real Property.
B. Landlord shall indemnify, defend and hold harmless Tenant, its successors and assigns, its affiliates, parents, subsidiaries and subtenants, Tenant's managers, members, agents, employees, or contractors, and all partners, trustees, shareholders, agents, directors, officers and employees of any of the foregoing from and against any and all claims, demands, penalties, fines, liabilities, settlements, suits, damages, losses, injuries, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise (including, without limitation, attorneys' and consultants' fees and disbursements and investigation and laboratory fees) arising out of, and in any way related to the storage, use, possession, presence, disposal, release, or threat of release of any Hazardous Substance as a result of any act or omission of Landlord, Landlord's managers, members, agents, employees, or contractors. This indemnity shall survive termination or earlier expiration of this Lease.
C. Tenant shall indemnify, defend and hold harmless Landlord, its successors and assigns, its affiliates, parents, subsidiaries and subtenants, Landlord's managers, members, agents, lenders, employees, or contractors, and all partners, trustees, shareholders, agents, directors, officers and employees of any of the foregoing from and against any and all claims, demands, penalties, fines, liabilities, settlements, suits, damages, losses, injuries, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise (including, without limitation, attorneys' and consultants' fees and disbursements and investigation and laboratory fees) arising out of, and in any way related to the storage, use, possession, presence, disposal, release, or threat of release of any Hazardous Substance as a result of any act or omission of Tenant, Tenant's managers, members, agents, employees, or contractors. This indemnity shall survive termination or earlier expiration of this Lease.
D. For purposes of this Lease:
Environmental Representations and Covenants. You represent and warrant that neither the Borrower nor the Property are in violation of any Environmental Law, or subject to any existing, pending, or threatened investigation or inquiry by any Governmental Authority pertaining to an alleged violation of any Environmental Law.
Environmental Representations and Covenants. The Company makes the following additional representations and covenants as the basis for the undertakings on the Agency's part herein contained.
(a) Except as described on Exhibit B, as of the execution of this Lease Agreement there has been no release or threatened release of oil or hazardous materials (including, without limitation, asbestos and polychlorinated biphenyls), Hazardous Substances or hazardous wastes or any other contaminant or pollutant at, on, to, into, or from the Project Facility, except releases which have been remediated in compliance with applicable environmental laws. No federal, state or local agency or authority has issued any claim, notification, order or violation or instituted any action, suit, or proceeding concerning oil or hazardous materials, Hazardous Substances or hazardous wastes or any other contaminant or pollutant with respect to the Project Facility, or with respect to the release of such oil or hazardous materials, Hazardous Substances or hazardous wastes or any other contaminant or pollutant on any adjoining property. The Company is not aware of any condition or occurrence which could give rise to any such claim, notification, order, violation, action, suit, or proceeding.
(b) No consent or approval is needed from any governmental agency for the transfer of the Project Facility under any environmental law, code, ordinance, rule or regulation.
(c) Except as set forth on Exhibit B attached hereto and made a part hereof there are no agreements, consent orders, decrees, judgments, licenses or permit conditions, or other directives of government which relate to the future use of the Project Facility or require any change in the present conditions of the Project Facility. The Project Facility is not listed or proposed to be listed on either the federal National Properties List or the New York State Inactive Hazardous Waste Disposal Site Registry, except as set forth on Exhibit B.
(d) The Project Facility has not been and will not be used for the treatment, storage or disposal of oil or hazardous materials, hazardous substances or hazardous wastes or any other contaminant or pollutant, except in compliance with applicable environmental laws.
(e) The Company has no reason to believe any condition exists relating to oil or hazardous materials, hazardous substances or hazardous wastes or any other contaminant or pollutant released at, on, to, into or from the Project Facility, except in accordance with applicable environment...
Environmental Representations and Covenants
