Common use of Environmental Responsibilities Clause in Contracts

Environmental Responsibilities. (a) The Parties acknowledge that Seller is currently undertaking Property Remedial Measures as set forth on Schedule 8.5(a); provided that Schedule 8.5(a) may be amended prior to the Closing Date in accordance with Section 7.4. Purchaser understands that Seller shall have no obligation to perform any environmental remediation except for the Property Remedial Measures set forth on Schedule 8.5(a), as may be amended pursuant to Section 7.4. Notwithstanding the foregoing, if an ESA or any Environmental Compliance Testing conducted by Purchaser (or any ESA or Environmental Compliance Testing conducted by Seller) prior to the Closing reveals a release of petroleum or Hazardous Substances at any of the Properties which is required to be reported to the Applicable State Environmental Agencies, and which have not been previously reported to Applicable State Environmental Agencies, then Purchaser shall advise Seller and Seller shall promptly, but in all cases prior to Closing, report the same to Applicable State Environmental Agencies. Seller shall thereafter, and through Closing, use commercially reasonable efforts to seek funds, if any, which may be available from applicable local, state or federal agencies in Minnesota or Wisconsin to offset the cost of any required Property Remedial Measures. Seller agrees to be financially responsible for the cost of any Property Remedial Measures to the extent such Property Remedial Measures are not covered by insurance or do not qualify for reimbursement from trust funds from such States or other applicable governmental agency, if such Property Remedial Measures are specifically listed on Schedule 8.5(a), as may be amended pursuant to Section 7.4. “Property Remedial Measures” shall consist of the lowest cost activities reasonably required by applicable Law and by Applicable State Environmental Agencies or other applicable governmental agency to (a) clean up, remove, treat or in any other way address any contaminant or Hazardous Substances in the indoor/outdoor environment; (b) contain, mitigate or otherwise prevent the release or the threat of release or minimize the further release of any contaminant or Hazardous Substances so that it does not migrate or endanger or threaten to endanger public health or welfare of the indoor or outdoor environment; (c) perform pre-remedial studies and investigations and post-remedial monitoring and care required under the Environmental Laws; or (d) recover response or remedial costs or to secure the involvement or cooperation of other Persons potentially responsible for any cost of remediation including, without limitation, prosecuting any legal action.

Environmental Responsibilities. (a) The Parties acknowledge that Seller is currently undertaking Property Remedial Measures as set forth on Schedule 8.5(a); provided that Schedule 8.5(a) may be amended prior to the Closing Date in accordance with Section 7.4. Purchaser understands that Seller shall have no obligation to perform any environmental remediation except for the Property Remedial Measures set forth on Schedule 8.5(a), as may be amended pursuant to Section 7.4. Notwithstanding the foregoing, if If an ESA or any Environmental Compliance Testing conducted by Purchaser (or any ESA or Environmental Compliance Testing conducted by SellerSellers) prior to the Closing reveals a release releases of petroleum or Hazardous Substances at any of the Properties Locations which is are required to be reported to the Applicable State Environmental AgenciesFDEP, and which have not been previously reported to Applicable State Environmental AgenciesFDEP, then Purchaser shall advise Seller Sellers, as applicable, and Seller Sellers and Company shall promptly, but in all cases prior to Closing, report the same to Applicable State Environmental AgenciesFDEP. Seller Company shall thereafterthereafter undertake Remedial Measures (as described below) for such releases to the extent required by Law at the Locations consistent with a commercial use standard. The Parties acknowledge that the Company is currently undertaking Remedial Measures as set forth on Schedule 5.20. Subject to the last sentence of this Section 8.7(a), and through Closing, use commercially reasonable efforts to seek funds, if any, which may be available from applicable local, state or federal agencies in Minnesota or Wisconsin to offset the cost of any required Property Remedial Measures. Seller agrees Sellers agree to be financially responsible for the cost of any Property Remedial Measures to the extent such Property Remedial Measures are not covered by insurance or do not qualify for reimbursement from trust funds from such States the State of Florida or other applicable governmental agency, if such Property Remedial Measures are specifically listed on Schedule 8.5(a5.20 or are related to releases identified in the ESA prior to Closing. Purchaser must request payment for actual costs of the Remedial Measures incurred by Purchaser or Company by giving written notice under the Environmental Escrow Agreement or otherwise to Seller Representative as follows: (i) on or before December 31, 2014, for those Locations listed as “Inactive” on Schedule 5.20, or (ii) on or before December 31, 2015, for those Locations listed as “Active” on Schedule 5.20 or identified in the ESA prior to Closing. Otherwise, subject to Section 8.7(g), as may be amended pursuant Sellers’ financial responsibility under this Section 8.7 shall terminate. (For purposes of clarity, Sellers shall have no obligation with respect to Section 7.4. Remedial Measures at the Locations for any releases of petroleum that are first discovered after the Closing.) “Property Remedial Measures” shall consist of the lowest cost activities reasonably required by applicable Law and by Applicable State Environmental Agencies FDEP or other applicable governmental agency to (a) clean upinvestigate, removeassess, treat remediate and/or monitor such releases to achieve a commercial use standard consistent with all applicable Law and regulatory requirements, including but not limited to the use of monitored natural attenuation and the implementation of institutional and engineering controls. “Remedial Measures” do not include activities that exceed what is required by Law, FDEP or in any other way address any contaminant or Hazardous Substances applicable governmental agencies for the existing uses of the Locations. Sellers and Purchaser shall cooperate with each other in the indoor/outdoor environment; (b) contain, mitigate or otherwise prevent the release or the threat of release or minimize the further release of any contaminant or Hazardous Substances so that it does not migrate or endanger or threaten to endanger public health or welfare performance of the indoor or outdoor environment; (c) perform pre-remedial studies Remedial Measures, including execution of documents that may be necessary to obtain reimbursement. Sellers shall have the right to review and investigations and post-remedial monitoring and care required under approve any financial expenditures related to the Environmental Laws; or (d) recover response or remedial costs or to secure the involvement or cooperation of other Persons potentially responsible Remedial Measures for any cost of remediation including, without limitation, prosecuting any legal actionwhich Sellers have financial responsibility hereunder.

Environmental Responsibilities. (a) The Parties acknowledge that Seller Company is currently undertaking Property Stock Remedial Measures as set forth on Schedule 8.5(a8.7(a); provided that Schedule 8.5(a8.7(a) may be amended prior to the Closing Date in accordance with Section 7.4. Purchaser understands that Seller Sellers shall have no obligation to perform any environmental remediation except for the Property Stock Remedial Measures set forth on Schedule 8.5(a8.7(a), as may be amended pursuant to Section 7.4. Notwithstanding the foregoing, if an ESA or any Environmental Compliance Testing conducted by Purchaser (or any ESA or Environmental Compliance Testing conducted by SellerSellers) prior to the Closing reveals a release of petroleum or Hazardous Substances at any of the Properties Locations which is required to be reported to the Applicable State Environmental Agencies, and which have not been previously reported to Applicable State Environmental Agencies, then Purchaser shall advise Seller Sellers, as applicable, and Seller Sellers and Company shall promptly, but in all cases prior to Closing, report the same to Applicable State Environmental Agencies. Seller Sellers shall thereafter, and through Closing, use commercially reasonable efforts to seek funds, if any, which may be available from applicable local, state or federal agencies in Minnesota Minnesota, Michigan, South Dakota or Wisconsin to offset the cost of any required Property Stock Remedial Measures. Seller agrees Sellers agree to be financially responsible for the cost of any Property Stock Remedial Measures to the extent such Property Stock Remedial Measures are not covered by insurance or do not qualify for reimbursement from trust funds from such States or other applicable governmental agency, if such Property Stock Remedial Measures are specifically listed on Schedule 8.5(a8.7(a), as may be amended pursuant to Section 7.4. “Property Stock Remedial Measures” shall consist of the lowest cost activities reasonably required by applicable Law and by Applicable State Environmental Agencies or other applicable governmental agency to (a) clean up, remove, treat or in any other way address any contaminant or Hazardous Substances in the indoor/outdoor environment; (b) contain, mitigate or otherwise prevent the release or the threat of release or minimize the further release of any contaminant or Hazardous Substances so that it does not migrate or endanger or threaten to endanger public health or welfare of the indoor or outdoor environment; (c) perform pre-remedial studies and investigations and post-remedial monitoring and care required under the Environmental Laws; or (d) recover response or remedial costs or to secure the involvement or cooperation of other Persons potentially responsible for any cost of remediation including, without limitation, prosecuting any legal action.

Environmental Responsibilities. (a) The Parties acknowledge that Seller Company is currently undertaking Property Stock Remedial Measures as set forth on Schedule 8.5(a8.7(a); provided that Schedule 8.5(a8.7(a) may be amended prior to the Closing Date in accordance with Section 7.4. Purchaser understands that Seller Sellers shall have no obligation to perform any environmental remediation except for the Property Stock Remedial Measures set forth on Schedule 8.5(a8.7(a), as may be amended pursuant to Section 7.4. Notwithstanding the foregoing, if an ESA or any Environmental Compliance Testing conducted by Purchaser (or any ESA or Environmental Compliance Testing conducted by SellerSellers) prior to the Closing reveals a release of petroleum or Hazardous Substances at any of the Properties Locations which is required to be reported to the Applicable State Environmental Agencies, and which have not been previously reported to Applicable State Environmental Agencies, then Purchaser shall advise Seller Sellers, as applicable, and Seller Sellers and Company shall promptly, but in all cases prior to Closing, report the same to Applicable State Environmental Agencies. Seller Sellers shall thereafter, and through Closing, use commercially reasonable efforts to seek funds, if any, which may be available from applicable local, state or federal agencies in Minnesota Minnesota, Michigan, South Dakota or Wisconsin to offset the cost of any required Property Stock Remedial Measures. Seller agrees Sellers agree to be financially responsible for the cost of any Property Stock Remedial Measures to the extent such Property Stock Remedial Measures are not covered by insurance or do not qualify for reimbursement from trust funds from such States or other applicable governmental agency, if such Property Stock Remedial Measures are specifically listed on Schedule 8.5(a8.7(a), as may be amended pursuant to Section 7.4. “Property Remedial Measures” shall consist of the lowest cost activities reasonably required by applicable Law and by Applicable State Environmental Agencies or other applicable governmental agency to (a) clean up, remove, treat or in any other way address any contaminant or Hazardous Substances in the indoor/outdoor environment; (b) contain, mitigate or otherwise prevent the release or the threat of release or minimize the further release of any contaminant or Hazardous Substances so that it does not migrate or endanger or threaten to endanger public health or welfare of the indoor or outdoor environment; (c) perform pre-remedial studies and investigations and post-remedial monitoring and care required under the Environmental Laws; or (d) recover response or remedial costs or to secure the involvement or cooperation of other Persons potentially responsible for any cost of remediation including, without limitation, prosecuting any legal action.

Environmental Responsibilities. (a) The Parties acknowledge that Seller is currently undertaking Property Remedial Measures as set forth on Schedule 8.5(a); provided that Schedule 8.5(a) may be amended prior to the Closing Date in accordance with Section 7.4. Purchaser understands that Seller shall have no obligation to perform any environmental remediation except If a Phase I or TSTT (but, for the Property Remedial Measures set forth on Schedule 8.5(a)avoidance of doubt, as may be amended pursuant to Section 7.4. Notwithstanding the foregoing, if an ESA or not any Environmental Compliance Testing Phase II) conducted by Purchaser Buyer (or any ESA or Environmental Compliance Testing TSTT conducted by Seller) prior to the Closing reveals a release reveals, or prior to Closing, Buyer or Seller otherwise becomes aware of, any Releases of Hazardous Materials or petroleum spills (or Hazardous Substances at such Releases or petroleum spills are otherwise discovered prior to Closing) at, on, or migrating from the Facilities or any other property associated with the Business, or any other environmental contamination of any of the Properties Facilities or Business, which is are required to be reported to the Applicable State Environmental Agenciesa Governmental Authority, and which have not been previously reported to Applicable State Environmental Agenciesreported, then Purchaser the Party discovering such Release of Hazardous Materials shall advise Seller the other Party, and Seller shall shall, when required by Environmental Laws, promptly, but in all cases prior to Closing, report the same to Applicable State such Governmental Authority in accordance with applicable Environmental AgenciesLaws and the definition and schedule of Known Releases, Section 4.15(f), shall be amended to specifically include all such matters. Seller shall thereafterthereafter diligently and in a timely manner undertake and complete Remedial Measures (as described below) for all Known Releases, consistent with a commercial use standard and through Closingthe requirements of applicable Governmental Authority; provided if such Remedial Measures relating to the Known Releases cannot be completed by to the Closing Date, use commercially reasonable efforts then Buyer agrees to seek funds, if any, which may be available from applicable local, state or federal agencies assume such liabilities in Minnesota or Wisconsin to offset accordance with Section 2.03(h) and manage the cost completion of any required Property such Remedial Measures. ; provided Seller agrees to be financially responsible shall indemnify Buyer for the cost third party costs of any Property such Remedial Measures Measures, to the extent not recovered from the Assigned Insurance Policies, state tank funds, assigned escrows, New PLL Policy or any other third party source. Notwithstanding the forgoing, if any Release is caused by Buyer or its TSTT Contractor, or is a Phase II Identified Release, (i) Seller shall not be required to update the definition and schedule of Known Releases, Section 4.15(f), or indemnify Buyer with respect to any such Property Release, and (ii) Buyer shall be obligated to in a timely manner undertake and complete Remedial Measures are not covered by insurance or do not qualify (as described below) for reimbursement from trust funds from all such States or other Releases consistent with a commercial use standard and the requirements of applicable governmental agency, if such Property Remedial Measures are specifically listed on Schedule 8.5(a), as may be amended pursuant to Section 7.4. “Property Remedial Measures” shall consist of the lowest cost activities reasonably required by applicable Law and by Applicable State Environmental Agencies or other applicable governmental agency to (a) clean up, remove, treat or in any other way address any contaminant or Hazardous Substances in the indoor/outdoor environment; (b) contain, mitigate or otherwise prevent the release or the threat of release or minimize the further release of any contaminant or Hazardous Substances so that it does not migrate or endanger or threaten to endanger public health or welfare of the indoor or outdoor environment; (c) perform pre-remedial studies and investigations and post-remedial monitoring and care required under the Environmental Laws; or (d) recover response or remedial costs or to secure the involvement or cooperation of other Persons potentially responsible for any cost of remediation including, without limitation, prosecuting any legal actionGovernmental Authority.