Environmental Reserve. Prior to the execution of this Mortgage, Mortgagee has caused the Property to be inspected and such inspection has revealed that the Property is in need of certain environmental remediation. Contemporaneously with the execution hereof; Mortgagor has established with the Mortgagee a reserve for such environmental remediation (the "ENVIRONMENTAL RESERVE") in the amount of $33,600. Mortgagor shall cause (or cause Primary Tenant to cause) each of the items described in Exhibit C-3 attached hereto and made a part hereof (the "ENVIRONMENTAL REMEDIATION") to be completed, performed, remediated and corrected to the satisfaction of Mortgagee and as necessary to bring the Property into compliance with all applicable laws, ordinances, rules and regulations. Mortgagor shall diligently undertake and pursue to completion (or cause Primary Tenant to diligently undertake and pursue to completion) the Environmental Remediation. Mortgagee shall have the right to inspect the work from time to time, at Mortgagor's expense, to insure that the work is being completed in a good and workmanlike manner. So long as no Event of Default hereunder or under the other Loan Documents has occurred and is continuing, all sums in the Environmental Reserve shall be held by Mortgagee in the Environmental Reserve to pay the costs and expenses of completing the Environmental Remediation. So long as no default hereunder or under the other Loan Documents has occurred and is continuing, Mortgagee shall, to the extent funds are available for such purpose in the Environmental Reserve, disburse to Mortgagor the amount paid or incurred by Mortgagor in completing, performing, remediating or correcting the Environmental Remediation upon (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Environmental Reserve and a certification by Mortgagor in the form annexed hereto as Exhibit B that the applicable item of Environmental Remediation has been completed in accordance with the terms of this Mortgage, (b) delivery to Mortgagee of invoices, receipts or other evidence reasonably satisfactory to Mortgagee verifying the costs of the Environmental Remediation to be reimbursed, (c) delivery to Mortgagee of a certification from an inspecting environmental engineer or other consultant reasonably acceptable to Mortgagee describing the completed work, verifying the completion of the work and, if applicable, certifying that the Property is, as a result of such work, in complianc...
Environmental Reserve. On the Closing Date, Agent shall withhold $450,000 from the Loan to fund a reserve (the “Environmental Reserve”), which shall be designated for use by Borrowers to fund the costs of compliance with and completion of the Pasco VCP and the Port Angeles VCP (or the Mandated Plan). Agent shall hold $100,000 of the Environmental Reserve for the completion of the Pasco VCP and shall hold $350,000 of the Environmental Reserve for the completion of the Port Angeles VCP (or the Mandated Plan). Agent shall disburse funds held in the Environmental Reserve to Borrowers within ten (10) Business Days after the delivery by Borrower to Agent of a request therefor (but not more often than once per month), provided that (i) such disbursement is for costs incurred by Borrower (A) prior to the Closing Date in an amount not to exceed $75,000 and (B) after the Closing Date, in each case, to comply with its obligations under Section 5.40 (e) and (f); (ii) Agent shall have (if it desires) verified (by an inspection conducted at Borrowers’ expense) the performance of such work; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrowers for costs incurred by Borrower to comply with its obligations under Section 5.40(e) and (f), (2) that the same has not been the subject of a previous disbursement from the Environmental Reserve or any other Reserve, (3) that all previous disbursements from the Environmental Reserve have been used for the purpose for which they were requested, and (4) no Default or Event of Default or DSCR Cash Management Period exists; and (B) invoices and/or other evidence of costs or payment satisfactory to Agent. Agent shall make $250,000 of the Environmental Reserve available to Borrowers for reimbursement for work conducted to satisfy the conditions in Section 5.40(e) and
Environmental Reserve. Western shall undertake, or cause a consultant to undertake, on behalf of the Company, to perform the phase III environmental remediation of the contamination disclosed in the Phase II environmental audits referred to in subsection 1.4(b)(ii)(9) above, and completion thereof shall be evidenced by a "no further action" letter or similar letter issued by the applicable state or federal agency. The Environmental Reserve line item on the Final Closing Balance Sheet shall be the actual cost to the Company (and/or Buyer, the DownREIT or Western, as applicable) of so completing such Phase III remediation. To the extent that the Environmental Reserve shown on the Final Closing Balance Sheet exceeds the Environmental Reserve shown on the preliminary Closing Balance Sheet, the difference shall be paid first from the Purchase Price Adjustment Fund and, if such Fund is exhausted, the Selling Stockholders shall remain severally liable for the deficit, with such allocation among them as the Representative shall direct pursuant to the Settlement Agreement; however, unlike other Final Closing Balance Sheet reconciliations, such liability shall count towards (and shall not exceed) Seller's liability cap, as more fully described in Section 9.10(b). The Selling Stockholders shall make any payments necessary, as among themselves, so that the allocation of Purchase Price Adjustment Fund payments properly reflects their agreed upon allocation of liability for such payments. The Environmental Reserve reconciliation payments shall not be subject to the DE MINIMIS basket described in Section 9.10(a).
Environmental Reserve. The parties shall have agreed, in writing, upon a valuation of the Environmental Reserve line item on the preliminary Closing Balance Sheet (if necessary under Section 1.4(b)(ii)(9)).
Environmental Reserve. If the mean average of the Environmental Reserve estimates referred to in Section 1.4(b)(ii)(9) (I.E., the sum of the estimates divided by the number of estimates) is greater than $100,000, either (i) the parties shall have agreed upon a valuation of the Environmental Reserve line item on the preliminary Closing Balance Sheet or (ii) Buyer shall have elected for the Environmental Reserve line item to be valued at $200,000 as more fully described in Section 1.4(b)(ii)(9). ARTICLE 8 TERMINATION OF OBLIGATIONS; SURVIVAL
8.1 TERMINATION UPON FAILURE OF DUE DILIGENCE CONDITIONS PRECEDENT. On or prior to the final day of the due diligence period, Buyer shall deliver to Seller a report of which due diligence conditions precedent it has approved, confirmed or waived, as applicable, and setting forth its objections as to any unapproved or unconfirmed conditions.
Environmental Reserve. 50 9.6 Prepaid Rent Reserve......................................51
Environmental Reserve. Borrower shall comply with the terms and covenants set forth in Sections 5.31 and 5.32 hereof. Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent (the “Environmental Reserve Account”). The following subaccounts of the Environmental Reserve Account shall be maintained on a ledger entry basis: (i) a Ritz Carlton Environmental Reserve Subaccount and (ii) a Crowne Plaza Ravinia Environmental Reserve Subaccount. On the Closing Date, Borrower shall deposit the aggregate amount of $312,500.00 00000000.00.XXXXXXXX 143 (which amount represents one hundred twenty five (125)% of EBI’s aggregate cost estimate to complete the Further Investigations, Mitigation Work and Mitigation Monitoring at the Individual Properties commonly known as Ritz Carlton Atlanta and Crowne Plaza Ravinia) into the Environmental Reserve Account, with (A) $156,250.00 being deposited into the Ritz Carlton Environmental Reserve Subaccount, of which $118,750 shall be used to complete the Further Investigations and Mitigation Work at the Individual Property commonly known as the Xxxx- Xxxxxxx Atlanta (such amount, the “Ritz Carlton Investigation/Mitigation Funds”) and $37,500 shall be used to complete any recommended Mitigation Monitoring pursuant to Further Investigations at such Individual Property (such amounts, the “Ritz Carlton Monitoring Funds”) and (B) $156,250.00 being deposited into the Crowne Plaza Ravinia Environmental Reserve Subaccount of which $118,750 shall be used to complete the Further Investigations and Mitigation Work at the Individual Property commonly known as the Crowne Plaza Ravinia (such amount, the “Crowne Plaza Ravinia Investigation/Mitigation Funds”; together with the, Ritz Carlton Investigation/Mitigation Funds, collectively, the “Investigation/Mitigation Funds”) and $37,500 shall be used to complete any recommended Mitigation Monitoring pursuant to Further Investigations at such Individual Property (such amounts, the “Crowne Plaza Ravinia Monitoring Funds”; together with the Ritz Carlton Monitoring Funds, collectively, the “Monitoring Funds”). Amounts so deposited shall hereinafter be referred to as the “Environmental Reserve Funds.”
Environmental Reserve. Borrower shall place $195,000.00 into an Environmental Reserve Account with Lender, and will be held by Lender as a reserve to be drawn upon by Borrower, in accordance with the terms of Borrower’s agreement with Lender, as necessary, to satisfy any environmental remediation measures required by the RBS and/or the TCEQ.
Environmental Reserve. (a) All environmental reserve (the “Environmental Reserve”) designated in the Plan of Subdivision as such shall be dedicated as environmental reserve pursuant to the Act, The Subdivision Regulations, 2014, The Dedicated Lands Regulations and the City acknowledges and agrees that the foregoing shall satisfy the obligations of the Developer under the Act with respect to environmental reserve.
(b) The Developer shall, at its own expense, cause the environmental reserve to be sodded and landscaped in accordance with the Development and Construction Standards.
Environmental Reserve. 43 LOAN AGREEMENT -------------- This LOAN AGREEMENT dated as of July ____, 2002, between [ * ] , a [ * ] limited liability company having its principal place of business at c/o Insignia Financial Group, Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Borrower"), and XXXXXX BROTHERS HOLDINGS INC., a Delaware corporation, having an address at 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Lender").
