Environmental Representations, Warranties, Covenants and Indemnification Sample Clauses

Environmental Representations, Warranties, Covenants and Indemnification. The Mortgagor represents and warrants to the Bank that neither the Property nor the operations of the Mortgagor are in violation of any Environmental Law or any permit or authorization issued pursuant thereto. No Hazardous Substances have been released on or from the Property in violation of any Environmental Laws. The Mortgagor covenants and agrees to at all times strictly observe and promptly comply with all Environmental Laws and shall keep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Laws ("Environmental Liens"). The Mortgagor shall promptly notify the Bank in writing if the Mortgagor knows, suspects or believes there is or are (a) any Hazardous Substances, other than those used by the Mortgagor or tenants under leases at the Property in the ordinary course of their businesses and in compliance with all Environmental Laws, present on the Property; (b) any release of Hazardous Substances in, on, under, from or migrating towards the Property; (c) any non-compliance with Environmental Laws related in any way to the Property; (d) any actual or potential Environmental Liens; (e) any investigation or action or claim, whether threatened or pending, by any governmental agency or third party pertaining to the Release of Hazardous Substances in, on, under, from, or migrating towards the Property. Mortgagor agrees to allow the Bank or its agent access to the Property to confirm Mortgagor's compliance with all Environmental Laws and Bank may once each calendar year without cause and, at any time upon reasonable information to believe that there is a potential violation of, or liability under, the Environmental Laws, at Mortgagor's sole cost and expense, hire, or require Mortgagor to hire, an environmental consultant (subject to Bank’s approval which is not to be unreasonably withheld) to inspect, test and audit the Property and advise the Bank concerning Mortgagor's compliance with Environmental Laws. Any costs paid by Bank for violations of Environmental Laws or to hire an environmental consultant shall be added to the Obligations secured by this Mortgage. Mortgagor agrees to indemnify and hold the Bank harmless from any and all losses, costs,
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Environmental Representations, Warranties, Covenants and Indemnification. The Mortgagor represents and warrants to the Agent that, to the best of the Mortgagor’s Actual Knowledge: (a) neither the Property nor the operations of the Mortgagor are in violation of any Environmental Law or any permit or authorization issued pursuant thereto., and (b) no Hazardous Substances have been released on or from the Property in violation of any Environmental Laws. “Actual Knowledge” shall mean knowledge actually possessed by Richaxx Xxxxe, or his successor, without inquiry or additional investigation, and not constructive knowledge which is imputed to the Mortgagor. The Mortgagor covenants and agrees to at all times strictly observe and promptly comply with all Environmental Laws and shall keep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Laws (“Environmental Liens”). The Mortgagor shall promptly notify the Agent in writing if the Mortgagor receives written notice from a governmental authority having jurisdiction over environmental matters that there is or are (a) any Hazardous Substances, other than those used by the Mortgagor or tenants under leases at the Property in the ordinary course of their businesses and in
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Environmental Representations, Warranties, Covenants and Indemnification. The Mortgagor represents and warrants to the Bank that neither the Property nor the operations of the Mortgagor are in violation of any Environmental Law or any permit or authorization issued pursuant thereto. No Hazardous Substances have been released on or from the Property in violation of any Environmental Laws. The Mortgagor covenants and agrees to at all times strictly observe and promptly comply with all Environmental Laws and shall keep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Laws ("Environmental Liens"). The Mortgagor shall promptly notify the Bank in writing if the Mortgagor knows, suspects or believes there is or are (a) any Hazardous Substances, other than those used by the Mortgagor or tenants under leases at the Property in the ordinary course of their occupancy and/or businesses and in compliance with all Environmental Laws, present on the Property; (b) any release of Hazardous Substances in, on, under, from or migrating
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Environmental Representations, Warranties, Covenants and Indemnification. (a) The Town warrants and represents as follows:
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Related to Environmental Representations, Warranties, Covenants and Indemnification

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

  • Representations, Warranties, Covenants and Agreements of the Debtors Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Parties as follows:

  • Non-Survival of Representations, Warranties, Covenants and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.

  • Representations, Warranties, Covenants and Agreements The representations and warranties contained in the Loan Documents and in any certificates delivered to Lender in connection with the closing shall be true and correct in all material respects, and all covenants and agreements required to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Lender.

  • Representations, Warranties, Covenants and Agreements of the Company The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

  • Additional Representations, Warranties and Covenants Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers:

  • Representations, Warranties, Covenants and Agreements to Survive Delivery All representations, warranties, covenants and agreements of the Company, the Selling Stockholders and the Underwriters herein or in certificates delivered pursuant hereto, and the indemnity and contribution agreements contained in Section 8 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter within the meaning of the Act or the Exchange Act, or by or on behalf of the Company or any Selling Stockholder, or any of their officers, directors or controlling persons within the meaning of the Act or the Exchange Act, and shall survive the delivery of the Shares to the several Underwriters hereunder or termination of this Agreement.

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

  • Mutual Representations, Warranties and Covenants Each Party hereby represents, warranties, and covenants that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

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