Hazardous and Toxic Materials. Landlord represents to Tenant that to Landlord’s knowledge, based upon environmental site assessments obtained by Landlord in connection with its acquisition of the Project and the current actual knowledge of Xxxxxxxx Xxxxx (an owner of the Project) and Xxxxxx Xxxxxx (the property manager of the Project), the Project complies with Environmental Law in all material respects. Throughout the Term, Landlord will take remedial action necessary to cause the Project to comply in all material respects with Environmental Laws and, if the Project is in violation of any Environmental Law, Landlord will correct such violation, at Landlord’s sole cost; but in each case, only as and to the extent required by Governmental Authorities. Tenant will not cause or permit (a) the storage or use of hazardous or toxic materials, chemicals, waste, or substances (“Hazardous Materials”) in, on, or under the Premises or Project, (b) the incorporation of Hazardous Materials into the Premises, (c) the release, deposit, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, dumping, or disposing of Hazardous Materials in, on, or under the Premises or Project (a “Release”), or (d) any other event or activity that might subject Landlord or the Project to remedial obligations under Environmental Law, assuming disclosure to Governmental Authorities of all relevant facts, conditions, and circumstances pertaining to the Premises, the Project, and Tenant. Tenant may, however, use small quantities, properly labeled and contained, of cleaning and office supplies (even if classified as Hazardous Materials) in the ordinary course of Tenant’s business, if (x) Tenant uses, transports, stores, handles, and disposes of such supplies strictly in accordance with accepted industry standards and practices and Environmental Law and (y) Tenant provides Landlord with a copy of the current material safety data sheet for such supplies. If Tenant fails to comply with this Section 5.04 or if a Release occurs, then at Landlord’s option, Landlord will either correct such violation or instruct Tenant to correct such violation. If Landlord corrects such violation, Tenant will pay to Landlord all costs incurred by Landlord in correcting such violation. If Landlord directs Tenant to correct such violation, Tenant will not begin corrective action until Landlord has approved all plans, consultants, and cleanup standards; Tenant will provide Landlord on a timely basis copies of all documents, reports, and communications with Governmental Authorities and notice and an opportunity to attend all meetings with regulatory authorities; Tenant will cooperate with all Governmental Authorities seeking access to the Premises for purposes of sampling or inspection; Tenant will perform all work required by this Section 5.04 in strict compliance with Applicable Law and then prevalent industry practice and standards; and Tenant will promptly repair all damage to the Premises or Project caused by such work. Tenant’s obligations under this Section 5.04 will survive the termination of this Lease.
Appears in 1 contract
Samples: Office Lease Agreement (Cambium Learning Group, Inc.)
Hazardous and Toxic Materials. Landlord represents to Tenant that to Landlord’s knowledge, based upon environmental site assessments obtained by Landlord in connection with its acquisition of the Project and the current actual knowledge of Xxxxxxxx Xxxxx (an owner of the Project) and Xxxxxx Xxxxxx (the property manager of the Project), the Project complies with Environmental Law in all material respects. Throughout the Term, Landlord will take remedial action necessary to cause the Project to comply in all material respects with Environmental Laws and, if the Project is in violation of any Environmental Law, Landlord will correct such violation, at Landlord’s sole cost; but in each case, only as and to the extent required by Governmental Authorities. Tenant will not cause or permit (a) the storage or use of hazardous or toxic materialsTenant shall not incorporate into, chemicalsuse, wasterelease, or substances (“Hazardous Materials”) otherwise place or dispose of at, in, on, under or under the Premises or Project, (b) the incorporation of Hazardous Materials into the Premises, (c) the release, deposit, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, dumping, or disposing of Hazardous Materials in, on, or under the Premises or Project (a “Release”), or (d) any other event or activity that might subject Landlord or the Project to remedial obligations under Environmental Law, assuming disclosure to Governmental Authorities of all relevant facts, conditions, and circumstances pertaining to near the Premises, the Project, Building or the Property any hazardous or toxic materials except that Tenant may use and Tenant. Tenant may, however, use small quantities, properly labeled and contained, of temporarily store cleaning and office supplies (even if classified as Hazardous Materials) and other materials used in the ordinary course of Tenant’s business and then only if (i) such materials are in limited quantities required to conduct Tenant’s business, if properly labeled and contained, (xii) Tenant uses, transports, stores, handles, notice of and disposes of such supplies strictly in accordance with accepted industry standards and practices and Environmental Law and (y) Tenant provides Landlord with a copy of the current material safety data sheet is first delivered to and written consent is obtained from Landlord for each such supplieshazardous or toxic material and (iii) such materials are used, transported, stored, handled and disposed off-site at properly authorized facilities in accordance with the highest accepted industry standards for safety, storage, use and disposal in accordance with all applicable governmental laws, rules and regulations, including without limitation applicable Environmental Laws. Landlord shall have the right to periodically inspect, take samples for testing and otherwise investigate the Premises for the presence of hazardous or toxic materials. Landlord shall not knowingly dispose of at the Premises, in the Building or the Property any hazardous or toxic materials and shall otherwise deal with all hazardous or toxic materials at the Premises, Building or Property in a manner that will not materially and adversely affect Tenant’s access, use or occupancy of the Premises. If Landlord or Tenant ever has knowledge of the presence in the Premises or the Building or the Property of hazardous or toxic materials which affect the Premises, the party having knowledge shall notify the other party thereof in writing promptly after obtaining such knowledge. For purposes of this Lease, hazardous or toxic materials shall mean asbestos containing materials (“ACM”) and all other materials, substances, wastes and chemicals classified, defined, listed, or regulated as, or containing, a “hazardous substance,” “hazardous waste,” “toxic substance,” “pollutant,” “contaminant,” “hazardous material,” “solid waste,” and/or “regulated substance,” under any Environmental Law. As used herein, the term “Environmental Law or Laws” shall mean any and all statutes, rules, regulations, ordinances, orders, permits, licenses, and other applicable legal requirements, relating directly or indirectly to human health or safety or environment, or the presence, handling, treatment, storage, disposal, recycling, reporting, remediation, investigation, or monitoring of hazardous or toxic materials.
(b) Prior to commencement of any tenant finish work to be performed by Landlord, Tenant shall have the right to make such studies and investigations and conduct such non-destructive or non-invasive environmental tests and surveys of the Premises as Tenant deems necessary or appropriate, subject to the conditions that all such studies and investigations shall be completed prior to the commencement of any tenant finish work to be performed by Landlord. TENANT SHALL RESTORE THE PREMISES AND HOLD LANDLORD HARMLESS FROM AND INDEMNIFY LANDLORD AGAINST ALL LOSS, DAMAGES, AND CLAIMS RESULTING FROM OR RELATING TO TENANT’S STUDIES, TESTS AND INVESTIGATIONS. If such study, test, investigation or survey evidences hazardous or toxic materials which affect the Premises, Tenant shall have the right to terminate this Lease provided such right shall be exercised, if at all, prior to the commencement of any tenant finish work to be performed by Landlord and within five (5) days after Tenant receives the evidence of hazardous or toxic materials. If Tenant fails takes occupancy of the Premises prior to comply with exercising such right, Tenant’s right to terminate this Section 5.04 Lease shall be null and void and of no further force and effect.
(c) If Tenant or if a Release occursits employees, agents, contractors, invitees, or visitors shall ever violate the provisions of paragraph (a) of this subsection 5.1.2 or otherwise contaminate the Premises or the Property, then at Landlord’s optionTenant shall promptly, Landlord will either correct such violation or instruct Tenant to correct such violation. If Landlord corrects such diligently, and expeditiously investigate, clean up, remove and dispose of the material causing the violation, Tenant will pay to Landlord all costs incurred by Landlord in correcting such violation. If Landlord directs Tenant to correct such violation, Tenant will not begin corrective action until Landlord has approved all plans, consultants, and cleanup standards; Tenant will provide Landlord on a timely basis copies of all documents, reports, and communications with Governmental Authorities and notice and an opportunity to attend all meetings with regulatory authorities; Tenant will cooperate compliance with all Governmental Authorities seeking access to the Premises for purposes of sampling or inspection; Tenant will perform all work required by this Section 5.04 in strict compliance with Applicable Law applicable governmental standards, laws, rules and regulations including without limitation applicable Environmental Laws and then prevalent industry practice and standards; standards and Tenant will promptly shall repair all any damage to the Premises or Project caused the Building or the Property as soon as practicable. Tenant shall notify Landlord in advance of its method, time and procedure for any investigation, remediation or monitoring of hazardous or toxic materials and Landlord shall have the right to require reasonable changes in such method, time or procedure as Landlord considers appropriate to prevent interference with any use, occupancy, care, appearance or maintenance of the Property or the Building, or the rights of other tenants, or to require the same to be done after normal business hours. Under no circumstances shall any remediation by such workTenant leave any hazardous or toxic materials at, in, on, or under the Premises, the Property, or the Building without first obtaining the prior written consent of Landlord. Tenant’s obligations under this Section 5.04 will subsection 5.1.2(c) shall survive the termination of this Lease. If Tenant does not properly perform its obligations hereunder and such deficiency is not cured to Landlord’s satisfaction within thirty days after notice from Landlord of such deficiency, Landlord shall have the right, but not the obligation, to perform such work and all costs and expenses associated therewith shall be due and payable by Tenant upon demand. Tenant represents to Landlord that, except as has been disclosed to Landlord in writing, Tenant, or any of its owners, partners, managers, members, shareholders, or venturers shall have never been cited for or convicted of any violations under applicable laws, rules and regulations, including without limitation Environmental Laws.
(d) TENANT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS LANDLORD, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL OBLIGATIONS (INCLUDING REMOVAL AND REMEDIAL ACTIONS), LOSSES, CLAIMS, SUITS, JUDGMENTS, LIABILITIES (INCLUDING WITHOUT LIMITATION STRICT LIABILITIES), PENALTIES, DAMAGES (INCLUDING CONSEQUENTIAL DAMAGES AND PUNITIVE DAMAGES), COSTS AND EXPENSES (INCLUDING ATTORNEYS’ AND CONSULTANT’S FEES AND EXPENSES) OF ANY KIND OR NATURE WHATSOEVER THAT MAY AT ANY TIME BE INCURRED BY, IMPOSED ON OR ASSERTED AGAINST SUCH INDEMNITEES DIRECTLY OR INDIRECTLY BASED ON, OR ARISING OR RESULTING FROM, THE ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC MATERIALS ON, AT, IN, UNDER, FROM OR NEAR THE COMMERCIAL LEASE AGREEMENT 10 PREMISES WHICH IS CAUSED BY TENANT, OR ITS LICENSEES OR INVITEES OR ANY PERSON ACTING UNDER, ON BEHALF OF, OR AT THE DIRECTION OR PERMISSION OF TENANT. THE PROVISIONS OF THIS SECTION 5.1.2(d) SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS LEASE.
Appears in 1 contract
Hazardous and Toxic Materials. Landlord represents to Tenant that to Landlord’s knowledge, based upon environmental site assessments obtained by Landlord in connection with its acquisition of the Project and the current actual knowledge of Xxxxxxxx Xxxxx (an owner of the Project) and Xxxxxx Xxxxxx (the property manager of the Project), the Project complies with Environmental Law in all material respects. Throughout the Term, Landlord will take remedial action necessary to cause the Project to comply in all material respects with Environmental Laws and, if the Project is in violation of any Environmental Law, Landlord will correct such violation, at Landlord’s sole cost; but in each case, only as and to the extent required by Governmental Authorities. Tenant will not cause or permit (a) the storage Tenant shall not incorporate into, use, release or use otherwise place or dispose of hazardous or toxic materialsat, chemicals, waste, or substances (“Hazardous Materials”) in, on, under or under the Premises or Project, (b) the incorporation of Hazardous Materials into the Premises, (c) the release, deposit, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, dumping, or disposing of Hazardous Materials in, on, or under the Premises or Project (a “Release”), or (d) any other event or activity that might subject Landlord or the Project to remedial obligations under Environmental Law, assuming disclosure to Governmental Authorities of all relevant facts, conditions, and circumstances pertaining to near the Premises, the Project, Building or the Property any hazardous or toxic materials except that Tenant may use and temporarily store cleaning and office supplies used in the ordinary course of Tenant. Tenant may, however, use 's business and then only if (i) such materials are in small quantities, properly labeled and contained, (ii) such materials are handled and disposed of off- site [(iii) deleted] (iv) such materials are used, transported, stored, handled and disposed of off-site in accordance with all applicable governmental laws, rules and regulations, including without limitation, applicable Environmental Laws, as defined below. Landlord may condition its consent to Tenant's storage or use of any hazardous or toxic materials at, on, or in the Premises other than cleaning and office supplies as permitted above, upon Tenant's payment of an additional deposit to Landlord, which deposit shall be in an amount estimated by Landlord as sufficient security for the payment of costs and expenses arising from or related to the potential release of hazardous or toxic materials in connection with Tenant's use or occupancy of the Premises, which deposit, less any costs or expenses incurred or estimated to be incurred in response to such release, shall be returned to Tenant after removal of the hazardous or toxic materials and proper closure or remediation of any area affected by or containing any such hazardous or toxic materials, in compliance with applicable governmental regulations including, without limitation, applicable Environmental Laws. Under no circumstances shall Tenant cause or allow the disposal of hazardous or toxic materials at, in, on, under or about the Building, the Property, or Premises. Tenant shall not (even if classified as Hazardous Materialsi) occupy or use the Premises, nor permit any portion of the Premises to be occupied or used (A) except in compliance with all laws, ordinances, governmental or municipal regulations, and orders, including without limitation Environmental Laws, or (B) in a manner which may be dangerous to life, limb or property; or (ii) cause or permit the ordinary course maintenance of Tenant’s businessany public or private nuisance; or (iii) cause or permit anything to be done which would in any way increase the rate of fire, if (x) Tenant usesliability, transportsor any other insurance coverage on the Premises, storesthe Building, handlesor its contents. Landlord shall have the right to periodically inspect, take samples for testing and disposes otherwise investigate the Premises for the presence of such supplies strictly in accordance with accepted industry standards and practices and Environmental Law and (y) Tenant provides Landlord with a copy of the current material safety data sheet for such supplieshazardous or toxic materials. If Tenant fails to comply with this Section 5.04 or if a Release occurs, then at Landlord’s option, Landlord will either correct such violation or instruct Tenant to correct such violation. If Landlord corrects such violation, Tenant will pay to Landlord all costs incurred by Landlord ever has knowledge of the presence in correcting such violation. If Landlord directs Tenant to correct such violation, Tenant will not begin corrective action until Landlord has approved all plans, consultants, and cleanup standards; Tenant will provide Landlord on a timely basis copies of all documents, reports, and communications with Governmental Authorities and notice and an opportunity to attend all meetings with regulatory authorities; Tenant will cooperate with all Governmental Authorities seeking access to the Premises for purposes of sampling or inspection; Tenant will perform all work required by this Section 5.04 in strict compliance with Applicable Law and then prevalent industry practice and standards; and Tenant will promptly repair all damage to the Premises or Project caused by the Building or the Property of hazardous or toxic materials which affect the Premises, Tenant shall notify Landlord thereof in writing promptly after obtaining such workknowledge. Tenant’s obligations under this Section 5.04 will survive the termination For purposes of this Lease, hazardous or toxic materials shall mean asbestos containing materials (" ACM") and all other materials, substances, wastes and chemicals classified, defined, listed, or regulated as, or containing, a "hazardous substance," "hazardous waste," "toxic substance," "pollutant," "contaminant," "oil," "hazardous material," "solid waste," and/or "regulated substance" under any Environmental Law. As used herein, the term "Environmental Laws" shall mean any and all statutes, rules, regulations, ordinances, orders, permits, licenses, and other applicable legal requirements, relating directly or indirectly to human health or safety or the environment, or the presence, handling, treatment, storage, disposal, recycling, reporting, remediation, investigation, or monitoring of hazardous or toxic materials. As used herein, the term "release" shall have the same meaning as under the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 V.S.C. Section 9601 et seq.
Appears in 1 contract
Hazardous and Toxic Materials. Landlord represents There has been no complaint, order, citation or notice with regard to Tenant that to Landlord’s knowledgeair emissions, based upon environmental site assessments obtained by Landlord in connection with its acquisition Hazardous Discharges (as defined below) or other environmental, health or safety matters affecting any of the Project and premises owned or leased by the current actual knowledge Company or any of Xxxxxxxx Xxxxx (an owner of its Subsidiaries or the Project) and Xxxxxx Xxxxxx (the property manager of the Project)businesses therein conducted. There has been no spill, the Project complies with Environmental Law in all material respects. Throughout the Termdischarge, Landlord will take remedial action necessary to cause the Project to comply in all material respects with Environmental Laws and, if the Project is in violation release or cleanup of any Environmental LawHazardous Material with respect to such premises (except spills, Landlord will correct such violation, at Landlord’s sole cost; but in each case, only as and to the extent required by Governmental Authorities. Tenant will not cause discharges or permit (a) the storage or use of hazardous or toxic materials, chemicals, waste, or substances (“Hazardous Materials”) in, on, or under the Premises or Project, (b) the incorporation of Hazardous Materials into the Premises, (c) the release, deposit, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, dumping, or disposing of Hazardous Materials in, on, or under the Premises or Project (a “Release”), or (d) any other event or activity that might subject Landlord or the Project to remedial obligations under Environmental Law, assuming disclosure to Governmental Authorities of all relevant facts, conditions, and circumstances pertaining to the Premises, the Project, and Tenant. Tenant may, however, use small quantities, properly labeled and contained, of cleaning and office supplies (even if classified as Hazardous Materials) releases in the ordinary course of Tenant’s businessbusiness and permitted by applicable Environmental Law (as defined below)) ("Hazardous Discharge"), if and, accordingly, such properties are clean of all such Hazardous Materials. To the extent the premises owned or leased by the Company, the Parent or any of their Subsidiaries are used for the handling, storage, transportation or disposal of Hazardous Materials, such use is in accordance with applicable Environmental Law and the Company, the Parent and their Subsidiaries has obtained all necessary permits, licenses and approvals in connection with applicable Environmental Law. Except as set forth on Schedule 5(t), no underground or above-ground storage tanks or surface impoundments are located on any of the premises owned or leased by the Company, the Parent or any of their Subsidiaries. As used herein "Hazardous Materials" means (A) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; (B) any chemicals, materials or substances (including, without limitation, human blood and blood products, pathological wastes, sharps, body parts, contaminated bedding, surgical wastes and other disposable medical equipment and material that may pose a risk to the public health, welfare or the marine environment) defined as or included in the definition of "hazardous substances", "hazardous wastes", "hazardous materials", "extremely hazardous wastes", "medical wastes", "biological wastes", "laboratory wastes", "restricted hazardous wastes", "toxic substances", "toxic pollutants", "contaminants" or "pollutants", or words of similar import, under any applicable Environmental Law; and (C) any other chemical, material or substance exposure to which is prohibited, limited or regulated by any Governmental Authority. "Environmental Law" means any federal, state or local statute, law, rule, regulation, ordinance, code, policy or rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, health, safety or Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. ss. 9601 et seq.; the Marine Protection, Research and Sanctuaries Act of 1972, as amended, 33 U.S.C. ss. 1401 et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. ss. 6901 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. ss. 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. ss. 2601 et seq.; the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. ss.sx. 001 & 300f et seq.; the Occupational Safety and Health Act, 29 U.S.C. ss. 651 et seq.; and their counterparts under applicable state and local laws. "Environmental Claims" means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued under any such Environmental Law, including without limitation (x) Tenant usesany and all Environmental Claims by governmental or regulatory authorities for enforcement, transportscleanup, storesremoval, handlesresponse, and disposes of such supplies strictly in accordance with accepted industry standards and practices and remedial or other actions or damages, fines or penalties pursuant to any applicable Environmental Law Law, and (y) Tenant provides Landlord with a copy of the current material safety data sheet for such supplies. If Tenant fails to comply with this Section 5.04 or if a Release occursany and all Environmental Claims by any third party seeking damages, then at Landlord’s option, Landlord will either correct such violation or instruct Tenant to correct such violation. If Landlord corrects such violation, Tenant will pay to Landlord all costs incurred by Landlord in correcting such violation. If Landlord directs Tenant to correct such violation, Tenant will not begin corrective action until Landlord has approved all plans, consultants, and cleanup standards; Tenant will provide Landlord on a timely basis copies of all documents, reports, and communications with Governmental Authorities and notice and an opportunity to attend all meetings with regulatory authorities; Tenant will cooperate with all Governmental Authorities seeking access to the Premises for purposes of sampling or inspection; Tenant will perform all work required by this Section 5.04 in strict compliance with Applicable Law and then prevalent industry practice and standards; and Tenant will promptly repair all damage to the Premises or Project caused by such work. Tenant’s obligations under this Section 5.04 will survive the termination of this Lease.contribution,
Appears in 1 contract
Hazardous and Toxic Materials. Landlord represents There has been no complaint, order, citation or notice with regard to Tenant that to Landlord’s knowledgeair emissions, based upon environmental site assessments obtained by Landlord in connection with its acquisition Hazardous Discharges (as defined below) or other environmental, health or safety matters affecting any of the Project and premises owned or leased by the current actual knowledge Company or any of Xxxxxxxx Xxxxx (an owner of its Subsidiaries or the Project) and Xxxxxx Xxxxxx (the property manager of the Project)businesses therein conducted. There has been no spill, the Project complies with Environmental Law in all material respects. Throughout the Termdischarge, Landlord will take remedial action necessary to cause the Project to comply in all material respects with Environmental Laws and, if the Project is in violation release or cleanup of any Environmental LawHazardous Material with respect to such premises (except spills, Landlord will correct such violation, at Landlord’s sole cost; but in each case, only as and to the extent required by Governmental Authorities. Tenant will not cause discharges or permit (a) the storage or use of hazardous or toxic materials, chemicals, waste, or substances (“Hazardous Materials”) in, on, or under the Premises or Project, (b) the incorporation of Hazardous Materials into the Premises, (c) the release, deposit, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, dumping, or disposing of Hazardous Materials in, on, or under the Premises or Project (a “Release”), or (d) any other event or activity that might subject Landlord or the Project to remedial obligations under Environmental Law, assuming disclosure to Governmental Authorities of all relevant facts, conditions, and circumstances pertaining to the Premises, the Project, and Tenant. Tenant may, however, use small quantities, properly labeled and contained, of cleaning and office supplies (even if classified as Hazardous Materials) releases in the ordinary course of Tenant’s businessbusiness and permitted by applicable Environmental Law (as defined below)) ("Hazardous Discharge"), if and, accordingly, such properties are clean of all such Hazardous Materials. To the extent the premises owned or leased by the Company, the Parent or any of their Subsidiaries are used for the handling, storage, transportation or disposal of Hazardous Materials, such use is in accordance with applicable Environmental Law and the Company, the Parent and their Subsidiaries has obtained all necessary permits, licenses and approvals in connection with applicable Environmental Law. Except as set forth on Schedule 5(t), no underground or above-ground storage tanks or surface impoundments are located on any of the premises owned or leased by the Company, the Parent or any of their Subsidiaries. As used herein "Hazardous Materials" means (A) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; (B) any chemicals, materials or substances (including, without limitation, human blood and blood products, pathological wastes, sharps, body parts, contaminated bedding, surgical wastes and other disposable medical equipment and material that may pose a risk to the public health, welfare or the marine environment) defined as or included in the definition of "hazardous substances", "hazardous wastes", "hazardous materials", "extremely hazardous wastes", "medical wastes", "biological wastes", "laboratory wastes", "restricted hazardous wastes", "toxic substances", "toxic pollutants", "contaminants" or "pollutants", or words of similar import, under any applicable Environmental Law; and (C) any other chemical, material or substance exposure to which is prohibited, limited or regulated by any Governmental Authority. "Environmental Law" means any federal, state or local statute, law, rule, regulation, ordinance, code, policy or rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, health, safety or Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. ss. 9601 et seq.; the Marine Protection, Research and Sanctuaries Act of 1972, as amended, 33 U.S.C. ss. 1401 et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. ss. 6901 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. ss. 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. ss. 2601 et seq.; the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. xx.xx. 201 & 300f et seq.; the Occupational Safety and Health Act, 29 U.S.C. ss. 651 et seq.; and their counterparts under applicable state and local laws. "Environmental Claims" means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued under any such Environmental Law, including without limitation (x) Tenant usesany and all Environmental Claims by governmental or regulatory authorities for enforcement, transportscleanup, storesremoval, handlesresponse, and disposes of such supplies strictly in accordance with accepted industry standards and practices and remedial or other actions or damages, fines or penalties pursuant to any applicable Environmental Law Law, and (y) Tenant provides Landlord with a copy any and all Environmental Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the current material safety data sheet for such supplies. If Tenant fails to comply with this Section 5.04 or if a Release occurs, then at Landlord’s option, Landlord will either correct such violation or instruct Tenant to correct such violation. If Landlord corrects such violation, Tenant will pay to Landlord all costs incurred by Landlord in correcting such violation. If Landlord directs Tenant to correct such violation, Tenant will not begin corrective action until Landlord has approved all plans, consultants, and cleanup standards; Tenant will provide Landlord on a timely basis copies of all documents, reports, and communications with Governmental Authorities and notice and an opportunity to attend all meetings with regulatory authorities; Tenant will cooperate with all Governmental Authorities seeking access to the Premises for purposes of sampling or inspection; Tenant will perform all work required by this Section 5.04 in strict compliance with Applicable Law and then prevalent industry practice and standards; and Tenant will promptly repair all damage to the Premises or Project caused by such work. Tenant’s obligations under this Section 5.04 will survive the termination of this Leaseenvironment.
Appears in 1 contract
Samples: Bridge Note Purchase Agreement (Horizon Personal Communications Inc)
