Common use of Environmental Responsibilities Clause in Contracts

Environmental Responsibilities. (a) If an ESA conducted by Purchaser (or any ESA conducted by Sellers) prior to the Closing reveals releases of petroleum at the Locations which are required to be reported to the FDEP, and which have not been previously reported to FDEP, then Purchaser shall advise Sellers, as applicable, and Sellers and Company shall promptly, but in all cases prior to Closing, report the same to FDEP. Company shall thereafter 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), Sellers agree to be financially responsible for the cost of any Remedial Measures to the extent such Remedial Measures are not covered by insurance or do not qualify for reimbursement from trust funds from the State of Florida or other applicable governmental agency, if such Remedial Measures are specifically listed on Schedule 5.20 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), Sellers’ financial responsibility under this Section 8.7 shall terminate. (For purposes of clarity, Sellers shall have no obligation with respect to Remedial Measures at the Locations for any releases of petroleum that are first discovered after the Closing.) “Remedial Measures” shall consist of the lowest cost activities reasonably required by applicable Law and by FDEP or other applicable governmental agency to investigate, assess, 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 other applicable governmental agencies for the existing uses of the Locations. Sellers and Purchaser shall cooperate with each other in the performance of the Remedial Measures, including execution of documents that may be necessary to obtain reimbursement. Sellers shall have the right to review and approve any financial expenditures related to the Remedial Measures for which Sellers have financial responsibility hereunder. (b) Company’s obligation to conduct Remedial Measures for the Locations shall be deemed complete for purposes of this Agreement upon receipt by Company of a written letter, order or statement from FDEP or other appropriate governmental authority stating that, subject to the agency’s usual and customary reservation of rights, it will not require Company to perform further Remedial Measures with respect to the release (“Closure Letter”), other than routine monitoring. If requested to do so by FDEP or other appropriate governmental authority in connection with the performance of the Remedial Measures or the issuance of the Closure Letter, the Parties acknowledge that Company may be asked to place reasonable activity and use limitations (“AULs”) on the Locations, including, if requested, prohibiting the use of groundwater under the Locations for potable purposes and/or restricting the use of the Locations to non-residential purposes. Company shall promptly provide a copy of the Closure Letter to Purchaser and Sellers upon receipt. (c) If the Remedial Measures required under Section 8.7(a) have not been completed at the time of Closing, Sellers agree to deposit One Hundred Thirty-one Thousand Five Hundred U.S. Dollars ($131,500) at Closing with the Escrow Agent pursuant to the terms of an environmental escrow agreement substantially in the form attached hereto as Exhibit B (the “Environmental Escrow Agreement”) to be applied against the cost of such Remedial Measures. (d) Except to the extent set forth in Section 5.20 and this Section 8.7, Sellers shall have no other obligation to Purchaser, and Purchaser hereby releases and discharges Sellers, for any liabilities, costs, expenses, losses, damages, or claims, whether arising in law or equity, known or unknown, or arising before or after the Closing, in connection with or relating to the environment at, on, under or near the Locations, including but not limited to any such matters relating to the Fuel Equipment or releases of petroleum products or Hazardous Substances. (e) For purposes of clarity, after Closing, if Purchaser or Company excavates or removes any soil on or from the Locations other than in connection with taking Remedial Measures for which Sellers are financially responsible, Purchaser shall be responsible for all costs and expenses related to such excavation or removal (including, without limitation, all costs of disposal of such soil). Furthermore, Purchaser or Company, as the case may be, shall be the owner and generator of such soil. Sellers shall not be responsible for increased remediation costs or expenses as a result of such excavation or removal. (f) Notwithstanding anything in this Section 8.7 to the contrary, the Parties agree that the provisions of this Section 8.7 apply to all Properties that may be sold by the Company pursuant to the Purchase and Sale Agreement. (g) Notwithstanding anything in this Section 8.7 to the contrary, Sellers agree to be solely responsible for the Remedial Measures at a location formerly leased by the Company, located at 0000 Xxxxxxx 00 Xxxx, Xxxxxx, Xxxxxxx and referred to by the Company as “Site #60” pursuant to the terms of the Environmental Remediation and Indemnity Agreement.

Environmental Responsibilities. (a) If an ESA conducted The Parties agree that the responsibility for conducting those activities described on Schedule 6.5(b) hereto which relate to certain environmental conditions identified on Schedule 6.5(b) hereto which are present at or from the Real Property as of, or prior to, Closing (the “Existing RECs”), shall be governed by Purchaser this Section 6.5 (or and, as to any ESA conducted by Sellers) prior Breach of the covenants set forth in this Section 6.5, the indemnification set forth in Article X hereof). Notwithstanding anything herein to the Closing reveals releases of petroleum at the Locations which are required to be reported to the FDEPcontrary, and which have not been previously reported to FDEPincluding, then Purchaser shall advise Sellers, as applicable, and Sellers and Company shall promptly, but in all cases prior to Closing, report the same to FDEP. Company shall thereafter 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), Sellers agree to be financially responsible for the cost of any Remedial Measures to the extent such Remedial Measures are not covered by insurance or do not qualify for reimbursement from trust funds from the State of Florida or other applicable governmental agency, if such Remedial Measures are specifically listed on Schedule 5.20 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), Sellers’ financial responsibility under this Section 8.7 shall terminate. (For purposes of clarity, Sellers shall have no obligation with respect to Remedial Measures at the Locations for any releases of petroleum that are first discovered after the Closing.) “Remedial Measures” shall consist of the lowest cost activities reasonably required by applicable Law and by FDEP or other applicable governmental agency to investigate, assess, 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 Article IV, Article VI and Article X, the use Parties further agree that Seller’s sole obligations with respect to the Existing RECs shall be as set forth in this Section 6.5 (and, as to any Breach of monitored natural attenuation the covenants set forth in this Section 6.5, the indemnification set forth in Article X hereof). (b) Buyer and/or the Acquired Companies shall conduct or shall cause to be conducted after the Closing the activities required to investigate, remediate and monitor the Existing RECs until Acceptable Regulatory Standards with respect to the Existing RECs have been achieved, including the activities described on Schedule 6.5(b) (the “Environmental Activities”). Seller shall be responsible for payment of 50% of the actual costs of (i) the Environmental Activities and any Losses of Buyer and the implementation of institutional Acquired Companies with respect thereto and engineering controls(ii) any legal or consulting fees and expenses incurred in connection with such investigation, remediation and monitoring. “Remedial Measures” do not include activities that Notwithstanding the foregoing, in no event shall the amount payable by Seller (after giving effect to its 50% allocation) under Section 6.5(b)(i) exceed what is required $75,000 nor shall the amount payable by LawSeller under Section 6.5(b)(ii) exceed $150,000. (c) [Intentionally Omitted] (d) Subject to Section 6.5(e), FDEP or other applicable governmental agencies for the existing uses of the Locations. Sellers and Purchaser shall cooperate with each other in the performance of the Remedial Measures, including execution of documents that may be necessary to obtain reimbursement. Sellers Buyer shall have the right to review direct any Environmental Activity relating to any Existing REC and approve any financial expenditures related to shall decide the Remedial Measures for which Sellers have financial responsibility hereunder. (b) Company’s obligation to conduct Remedial Measures for the Locations shall be deemed complete for purposes of this Agreement upon receipt by Company of a written letter, order or statement from FDEP or other appropriate governmental authority stating that, subject to the agency’s usual approach and customary reservation of rights, it will not require Company to perform further Remedial Measures with respect to the release (“Closure Letter”), other than routine monitoring. If requested to do so by FDEP or other appropriate governmental authority in connection with the performance of the Remedial Measures or the issuance of the Closure Letter, the Parties acknowledge that Company may be asked to place reasonable activity and use limitations (“AULs”) on the Locations, including, if requested, prohibiting the use of groundwater under the Locations for potable purposes and/or restricting the use of the Locations to non-residential purposes. Company shall promptly provide a copy of the Closure Letter to Purchaser and Sellers upon receipt. (c) If the Remedial Measures required under Section 8.7(a) have not been completed at the time of Closing, Sellers agree to deposit One Hundred Thirty-one Thousand Five Hundred U.S. Dollars ($131,500) at Closing with the Escrow Agent pursuant to the terms of an environmental escrow agreement substantially in the form attached hereto as Exhibit B (the “Environmental Escrow Agreement”) to be applied against the cost pace of such Remedial Measures. (d) Except to the extent set forth in Section 5.20 and this Section 8.7, Sellers shall have no other obligation to Purchaser, and Purchaser hereby releases and discharges Sellers, for any liabilities, costs, expenses, losses, damages, or claims, whether arising in law or equity, known or unknown, or arising before or after the Closing, in connection activities consistent with or relating to the environment at, on, under or near the Locations, including but not limited to any such matters relating to the Fuel Equipment or releases of petroleum products or Hazardous Substancesaccepted engineering practices. (e) For purposes Buyer, in consultation with Seller, shall determine in good faith whether applicable Law requires that any Existing REC or the Environmental Activity covered thereunder be reported to a pertinent Governmental Entity (an “Agency Notification”). To the extent Buyer determines an Agency Notification of clarityan Existing REC is required, after Closingthen Buyer, if Purchaser in consultation with Seller, shall: (i) make such Agency Notification, (ii) perform, or Company excavates or removes any soil on or from cause to be performed, the Locations other than appropriate Environmental Activity, and (iii) obtain the written concurrence of the appropriate Governmental Entity that no further action is necessary in connection with taking Remedial Measures for which Sellers are financially responsible, Purchaser shall be responsible for all costs and expenses related to such excavation or removal (including, without limitation, all costs of disposal respect of such soil). FurthermoreExisting REC to otherwise achieve the Acceptable Regulatory Standards; provided, Purchaser or Companyhowever, as the case may be, that nothing in this Section 6.5(e) shall be the owner and generator of prohibit a party having a reporting obligation pursuant to any Law from fulfilling such soil. Sellers shall not be responsible for increased remediation costs or expenses as a result of such excavation or removalobligation. (f) Notwithstanding anything In the event an Agency Notification of an Existing REC is not required by applicable Law, then Buyer shall perform, or cause to be performed, the related Environmental Activity until such time as Buyer’s environmental consultant delivers a report to Buyer, in form and substance reasonably satisfactory to Buyer, which expresses the unconditional opinion that no further action is necessary to otherwise achieve the Acceptable Regulatory Standards and that Seller can rely on the report; provided, however, in the event that a Governmental Entity subsequently determines that additional Environmental Activities relating to the Existing REC are required, then Buyer and Seller shall resume sharing costs consistent with this Section 8.7 6.5, but subject to the contrarycap in Section 6.5(b), as if the consultant had never delivered said report. (g) [Intentionally Omitted] (h) Seller and Buyer agree to cooperate reasonably with each other to effect the successful completion of the Environmental Activities. However, the Parties agree that Buyer shall control and lead the provisions Environmental Activities and shall coordinate all communications with any Governmental Entity regarding the same. Buyer agrees to give Seller notice and an opportunity to attend any meetings with any Governmental Entity regarding Environmental Activities or Existing RECs. Unless required by Law, Seller shall not communicate with any Governmental Entity regarding the Environmental Activities or the Existing RECs without the prior written notice to, consultation with and obtaining the Consent of Buyer, which shall not be unreasonably withheld or delayed, and without allowing Buyer to participate in and lead any such communications. Notwithstanding the foregoing, nothing in this Section 8.7 apply to all Properties that may be sold by the Company 6.5 shall prohibit a party having a reporting obligation pursuant to the Purchase and Sale Agreementany Law from fulfilling such obligation. (gi) Notwithstanding anything in this Section 8.7 to the contrary, Sellers agree to be solely responsible for the Remedial Measures at a location formerly leased by the Company, located at 0000 Xxxxxxx 00 Xxxx, Xxxxxx, Xxxxxxx and referred to by the Company as “Site #60” pursuant [Intentionally Omitted.] (j) Subject to the terms and conditions of this Agreement, the Acquired Companies hereby grant Buyer and its authorized employees, agents, representatives, consultants, contractors and subcontractors approved in writing by Buyer (collectively the “Environmental Representatives”) a non-exclusive and limited right to enter the Real Property at reasonable times during customary hours of operation, after providing appropriate notice, for the purposes of performing the Environmental Remediation Activities at the Real Property. The Acquired Companies further grant to Buyer and Indemnity Agreementthe Environmental Representatives a license to place, store and operate all equipment owned by or leased to Buyer as the Environmental Representatives deem necessary for such activities; provided that such placement, storage and operation shall remain no longer than necessary, shall comply with all applicable Laws and regulations and shall not materially interfere with or disrupt the Acquired Company’s operations.

Environmental Responsibilities. (a) If an ESA conducted by Purchaser (or any ESA conducted by Sellers) prior 4.3.10.1 LGL places and requires the Contractor to place the Closing reveals releases of petroleum at the Locations which are required to be reported to the FDEP, highest importance and which have not been previously reported to FDEP, then Purchaser shall advise Sellers, as applicable, and Sellers and Company shall promptly, but in all cases prior to Closing, report the same to FDEP. Company shall thereafter 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 priority on Schedule 5.20. Subject to the last sentence of this Section 8.7(a), Sellers agree to be financially responsible for the cost of any Remedial Measures to the extent such Remedial Measures are not covered by insurance or do not qualify for reimbursement from trust funds from the State of Florida or other applicable governmental agency, if such Remedial Measures are specifically listed on Schedule 5.20 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), Sellers’ financial responsibility under this Section 8.7 shall terminate. (For purposes of clarity, Sellers shall have no obligation with respect to Remedial Measures at the Locations for any releases of petroleum that are first discovered after the Closing.) “Remedial Measures” shall consist of the lowest cost activities reasonably required by applicable Law and by FDEP or other applicable governmental agency to investigate, assess, 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 other applicable governmental agencies for the existing uses of the Locations. Sellers and Purchaser shall cooperate with each other in environmental protection during the performance of the Remedial Measures, including execution of documents that may be necessary to obtain reimbursementWork. Sellers shall have the right to review and approve any financial expenditures related to the Remedial Measures for which Sellers have financial responsibility hereunder. (b) Company’s obligation to conduct Remedial Measures for the Locations shall be deemed complete for purposes of this Agreement upon receipt by Company of a written letter, order or statement from FDEP or other appropriate governmental authority stating that, subject to the agency’s usual and customary reservation of rights, it will not require Company to perform further Remedial Measures with respect to the release (“Closure Letter”), other than routine monitoring. If requested to do so by FDEP or other appropriate governmental authority in connection with the performance of the Remedial Measures or the issuance of the Closure Letter, the Parties acknowledge that Company may be asked to place reasonable activity and use limitations (“AULs”) on the Locations, including, if requested, prohibiting the use of groundwater under the Locations for potable purposes and/or restricting the use of the Locations to non-residential purposes. Company shall promptly provide a copy of the Closure Letter to Purchaser and Sellers upon receipt. (c) If the Remedial Measures required under Section 8.7(a) have not been completed at the time of Closing, Sellers agree to deposit One Hundred Thirty-one Thousand Five Hundred U.S. Dollars ($131,500) at Closing with the Escrow Agent pursuant to the terms of an environmental escrow agreement substantially in the form attached hereto as Exhibit B (the “Environmental Escrow Agreement”) to be applied against the cost of such Remedial Measures. (d) Except to the extent set forth in Section 5.20 and this Section 8.7, Sellers shall have no other obligation to Purchaser, and Purchaser hereby releases and discharges Sellers, for any liabilities, costs, expenses, losses, damages, or claims, whether arising in law or equity, known or unknown, or arising before or after the Closing, in connection with or relating to the environment at, on, under or near the Locations, including but not limited to any such matters relating to the Fuel Equipment or releases of petroleum products or Hazardous Substances. (e) For purposes of clarity, after Closing, if Purchaser or Company excavates or removes any soil on or from the Locations other than in connection with taking Remedial Measures for which Sellers are financially responsible, Purchaser The Contractor shall be responsible for ensuring that the Work is executed in an environmentally responsible manner and that adequate practices are at all costs times adopted to ensure that LGL’s environmental responsibilities are met with respect to carrying out the Work. 4.3.10.2 The Contractor shall ensure that its employees on Site are familiar with Applicable Laws relating to protection of the environment and expenses shall ensure that all its employees and the employees of its Subcontractors comply with all such Applicable Laws. 4.3.10.3 The Contractor shall immediately report any environmental accident or incident to LGL’s senior safety officer on Site and shall, within forty-eight (48) hours thereof, submit an environmental accident/incident report in the form of Appendix 5/P. 4.3.10.4 In the event that any situation of whatsoever nature arises which could present a risk to the environment, LGL shall have the absolute right to suspend Work pursuant to Clause 4.2.5 at no cost to LGL, until the situation has been rectified. 4.3.10.5 The Contractor covenants, represents and warrants to LGL that: i) The Contractor is familiar with Applicable Laws relating to environmental protection, and that the Contractor’s activities will be conducted in compliance with all such Applicable Laws, so as not to give rise to any breach thereof or any non-compliance therewith by LGL or any of its directors, officers, employees, agents, consultants or related corporations; ii) All employees of the Contractor have been properly trained with respect to such excavation or removal (includingenvironmental concerns associated with the Contractor’s activities, and methods and systems for ensuring environmental protection; iii) The Contractor will exercise due diligence in ensuring environmental protection and, without limitation, the Contractor shall implement such systems and procedures, and provide all costs of disposal of such soil). Furthermoreequipment and facilities, Purchaser or Company, necessary so as the case may be, to ensure environmental protection; and iv) The Contractor shall be the owner and generator of such soil. Sellers shall not be fully responsible for increased remediation costs acts or expenses as a result omissions of such excavation or removal. (f) Notwithstanding anything in this Section 8.7 to the contrary, the Parties agree any Subcontractors and shall ensure that each Subcontractor complies with the provisions of this Section 8.7 apply to all Properties that may be sold by the Company pursuant to the Purchase Clause 4.3.10 and Sale Agreement. (g) Notwithstanding anything in this Section 8.7 to the contrary, Sellers agree to be solely responsible for the Remedial Measures at a location formerly leased by the Company, located at 0000 Xxxxxxx 00 Xxxx, Xxxxxx, Xxxxxxx and referred to by the Company as “Site #60” pursuant to the terms any other provision of the Environmental Remediation and Indemnity AgreementContract which relates to environmental protection as if such Subcontractor was the Contractor hereunder.