Hazardous Material. Contractor shall not permit any Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the Work.
Appears in 28 contracts
Samples: Construction Management Services Agreement, Construction Management Services Agreement, Construction Management Services Agreement (Steadfast Income REIT, Inc.)
Hazardous Material. Contractor shall Throughout the Term, Tenant will not permit any Hazardous Material (as defined below) to be locatedbring upon the Premises or release, useddischarge, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is availablestore, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Ownerdispose, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of any Hazardous Material Materials (and shall sign any manifest as hereinafter defined) on, under, in, above, to, or from the Premises or the Buildings, except that de minimis quantities of Hazardous Materials may be used in the Premises as necessary for the transport or storage customary maintenance of such the Premises provided that same are used, stored and disposed of in strict compliance with Applicable Laws. For purposes of this provision, the term “Hazardous Material), Materials” will mean and for any discharge, release, injury refer to any personwastes, materials, or injury other substances of any kind or damage character that are or become regulated as hazardous or toxic waste or substances, or which require special handling or treatment, under any Applicable Laws. If Tenant’s activities at the Premises or Tenant’s use of the Premises (a) result in a release of Hazardous Materials that is not in compliance with Applicable Laws or permits issued thereunder; (b) gives rise to any property resulting from use claim that requires a response under Applicable Laws or permits issued thereunder; (c) causes a significant public health threat; or (d) causes the presence at the Premises, Buildings of Hazardous Material Materials in the performance of the Work. Contractor levels that violate Applicable Laws or permits issued thereunder, then Tenant shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable expense: (i) immediately provide verbal notice thereof to OwnerLandlord as well as notice to Landlord in the manner required by this Lease, which notice shall identify the Hazardous Materials involved and the emergency procedures taken or to be taken; and (ii) promptly take all action in response to such situation required by Applicable Laws, provided that Tenant shall first obtain Landlord’s approval of the non-emergency remediation plan to be undertaken. Landlord hereby represents that to the best of its knowledge and belief as of the Effective Date there are no Hazardous Materials at the Buildings or on the Premises which exceed levels that require remediation or similar clean up or curative action be taken. Tenant shall at all times indemnify and hold Owner harmless Landlord against and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, suits, actions, debts, damages, costs, losses, costs obligations, judgments, charges and expenses (including reasonable attorneys’ fees) of any nature whatsoever suffered or liabilities arising out incurred by Landlord to the extent they were caused by the following activities of an incurred connection with removing Tenant at the Premises, Buildings or remediating Property during the Term of this Lease and arise from events or conditions which came into existence after the Effective Date not caused by Landlord or other tenants: (i) any release, release, or disposal of any Hazardous Materials on at the Premises, Buildings or about Property by Tenant, or (ii) the Job Site violation of any Applicable Laws at the Premises, Buildings or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion Property pertaining to protection of the Workenvironment, public health and safety, air emissions, water discharges, hazardous or toxic substances, solid or hazardous wastes or occupational health and safety. The indemnification obligations of Tenant shall survive the expiration or earlier termination of this Lease.
Appears in 11 contracts
Samples: Lease Agreement (Power REIT), Lease Agreement (Millennium Investment & Acquisition Co Inc.), Lease Agreement (Power REIT)
Hazardous Material. Contractor Tenant shall not permit not, without the prior written consent of Landlord, cause or permit, knowingly or unknowingly, any Hazardous Material (as defined belowhereinafter defined) to be locatedbrought or remain upon, kept, used, incorporated into discharged, leaked, or emitted in or about, or treated at the Work Premises. As used in this Lease, “Hazardous Material(s)” shall mean any hazardous, toxic or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative radioactive substance, material, matter or waste which is availableor becomes regulated by any federal, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Ownerstate or local law, (iii) the prior written approval of Owner is obtainedordinance, order, rule, regulation, code or any other governmental restriction or requirement, and (iv) Contractor complies with all Laws shall include asbestos, petroleum products and prudent business practices concerning the terms “Hazardous Material required. If Contractor encounters any material it reasonably believes to be Substance” and “Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material Waste” as defined under in the Comprehensive Environmental Response, Compensation and Liability Act of 1980(“CERCLA”), as amended, 42 U.S.C. 9601 et seq., the Resource Conservation and Recovery Act (“RCRA”), as amended, 42 U.S.C. 6901 et seq. To obtain Landlord’s consent, Tenant shall have an “Environmental Audit” prepared by a Qualified Engineer or Environmental Professional for Landlord’s review to be relied upon by Landlord and for Landlord’s use. Such Environmental Audit shall list: (1) the name(s) of each Hazardous Material and a Material Safety Data Sheet (MSDS) as required by the Occupational Safety and Health Act, or under any applicable state or local Laws, ; (2) any substance or matter that results in liability the volume proposed to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theorybe used, stored and/or treated at the Premises (monthly); (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and the purpose of such Hazardous Material; (4) the proposed on-premises storage location(s); (5) the type and description of such storage area(s); (6) the location of sanitary and storm drains; (7) the name(s) of the proposed off-premises disposal entity; and (8) an emergency preparedness plan in the event of a release. Additionally, the Environmental Audit shall include copies of all required federal, state, and local permits concerning or related to the proposed use, storage, or treatment of Hazardous Materials at the Premises. Tenant shall submit a new Environmental Audit whenever it proposes to use, store, or treat a new Hazardous Material at the Premises or when the volume of existing Hazardous Materials to be used, stored, or treated at the Premises expands by ten percent (10%) during any thirty (30) day period. If Landlord in its reasonable judgment finds the Environmental Audit acceptable, then Landlord shall deliver to Tenant Landlord’s written consent. Notwithstanding such consent, Landlord may revoke its consent upon: (1) Tenant’s failure to remain in full compliance with applicable environmental permits and/or any other substance requirements under any federal, state, or matter that becomes subject local law, ordinance, order, rule, regulation, code or any other governmental restriction or requirement (including but not limited to CERCLA and/or RCRA), related to environmental safety, human health, or employee safety; (2) the Tenant’s business operations pose or potentially pose a human health risk to other tenants; or (3) the Tenant expands its use, storage, or treatment of Hazardous Materials in a manner inconsistent with the safe operation of a shopping center. Should Landlord consent in writing to Tenant bringing, using, storing or treating any Hazardous Material in or upon the Premises, Tenant shall strictly obey and adhere to any and all federal, state or local agency order laws, ordinances, orders, rules, regulations, codes or requirement for removalany other governmental restrictions or requirements (including but not limited to CERCLA and/or RCRA), which in any way regulates, governs or impacts Tenant’s possession, use, storage, treatment or remedial actiondisposal of said Hazardous Material. To the extent permitted by LawIn addition, Tenant represents and without warrants to Landlord that: (1) Tenant shall apply for and remain in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost compliance with applicable RCRA and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the Work.state permits;
Appears in 6 contracts
Samples: Lease (Impossible Kicks Holding Company, Inc.), Lease (Impossible Kicks Holding Company, Inc.), Lease (Impossible Kicks Holding Company, Inc.)
Hazardous Material. Contractor shall (a) The Grantor represents, warrants and agrees that, except as previously disclosed to the Bank in writing: (1) the Grantor has not permit used or installed any Hazardous Material (as defined belowhereinafter defined) to be locatedin violation of applicable Environmental Laws on, used, incorporated into the Work from or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected Mortgaged Property and shall immediately report to the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence Grantor’s actual knowledge no other person has used or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) installed any Hazardous Material as defined under on, from or in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, Mortgaged Property; (2) to the Grantor’s knowledge, no other person has violated any substance applicable Environmental Laws (as hereinafter defined) relating to or matter that results in liability affecting the Mortgaged Property or any other property owned by the Grantor except as previously disclosed to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, the Beneficiary; (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon materialto the best of the Grantor’s knowledge the Mortgaged Property are presently in compliance with all applicable Environmental Laws, and there are no facts or circumstances presently existing upon or under the Mortgaged Property, or relating to the Mortgaged Property, which may violate any applicable Environmental Laws, and there is not now pending or, to the best knowledge of the Grantor, threatened any action, suit, investigation or proceeding against the Grantor or the Mortgaged Property (or against any other party relating to the Mortgaged Property) seeking to enforce any right or remedy against the Grantor or the Mortgaged Property under any of the Environmental Laws; (4) any other substance or matter that becomes subject the Mortgaged Property shall be kept free of Hazardous Materials to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted required by Lawapplicable Environmental Laws, and without in any way limiting any other indemnity obligation under this Agreementshall not be used to generate, Contractor shall indemnifymanufacture, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officersrefine, directorstransport, agentstreat, employeesstore, representativeshandle, shareholdersdispose, partnerstransfer, affiliatesproduce, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any process Hazardous Materials on other than the processing of materials in the ordinary course of the Grantor’s business as of the date hereof; (5) the Grantor shall not cause or about permit the Job Site or transported installation of Hazardous Materials in, on, toover or under the Mortgaged Property or a Release (as hereinafter defined) of Hazardous Materials unto or from the Mortgaged Property or suffer the presence of Hazardous Materials in, from on, over or about under the Job Site by Contractor. This indemnity Mortgaged Property in violation of applicable Environmental Laws; (6) the Grantor shall be effective during and after completion of comply with Environmental Laws applicable to the Work.Mortgaged Property, all at no cost or expense to the Beneficiary or the Trustee;
Appears in 3 contracts
Samples: Deed of Trust, Security Agreement and Fixture Filing, Deed of Trust, Deed of Trust
Hazardous Material. Contractor shall not permit any Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) Unless Tenant obtains the prior written approval consent of Owner is obtainedLandlord, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous MaterialTenant shall not create, generate, use, bring, allow, emit, dispose, or becomes aware of permit on the Premises, Building or Project any incident involving Hazardous Material at the Job Sitetoxic or hazardous gaseous, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any personliquid, or injury solid material or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Actwaste, or under any other hazardous material defined or listed in any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order law, rule, regulation or requirement for removalordinance. If Landlord grants its consent, treatment Tenant shall comply with all applicable laws with respect to such hazardous material, including all laws affecting the use, storage and disposal thereof. If the presence of any hazardous material brought to the Premises, Building or Project by Tenant or Tenant’s employees, agent or contractors results in contamination, Tenant shall promptly take all actions necessary, at Tenant’s sole cost and expense, to remediate the contamination and restore the Premises, Building or Project to the condition that existed before introduction of such hazardous material. Tenant shall first obtain Landlord’s approval of the proposed remedial actionaction and shall keep Landlord informed during the process of remediation. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor Tenant shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, Landlord harmless from and against any and all claims, lossesliabilities, costs or liabilities expenses incurred or suffered by Landlord arising out from Tenant bringing, allowing, using, permitting, generating, creating, emitting, or disposing of toxic or hazardous material whether or not consent to same has been granted by Landlord. Tenant’s duty to defend, hold-harmless and indemnify Landlord hereunder shall survive the expiration or termination of this Lease. The consent requirement contained herein shall not apply to ordinary office products that may contain de minimis quantities of hazardous material; however, Tenant’s indemnification obligations are not diminished with respect to the presence of such products. Tenant acknowledges that Tenant has an incurred connection with removing affirmative duty to immediately notify Landlord of any release or remediating any Hazardous Materials suspected release of hazardous material in the Premises or on or about the Job Site or transported onProject. Medical waste and any other waste, tothe removal of which is regulated, from or about the Job Site by Contractor. This indemnity shall be effective during contracted for and after completion disposed of by Tenant, at Tenant’s expense, in accordance with all applicable laws and regulations. No material shall be placed in Project trash boxes, receptacles or Common Areas if the Workmaterial is of such a nature that it cannot be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the State without being in violation of any law or ordinance.
Appears in 3 contracts
Samples: Sublease Agreement (Aegerion Pharmaceuticals, Inc.), Sublease Agreement (Aegerion Pharmaceuticals, Inc.), Sublease Agreement (Aegerion Pharmaceuticals, Inc.)
Hazardous Material. Contractor shall not permit any Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the 3.3.1 A Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results material identified now or in liability to any person or entity from discharge of or exposure to such substance or matter the future as hazardous under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local law or regulation, or any other substance or material which may be considered hazardous or otherwise subject to statutory or regulatory requirements governing handling, disposal and/or clean-up. The Contractor shall not be obligated to commence or continue Work until any known or suspected Hazardous Material discovered at the Project site has been removed, rendered or determined to be harmless by the Owner as certified by an independent testing laboratory and approved by the appropriate government agency.
3.3.2 If after the commencement of the Work, known or suspected Hazardous Material is discovered at the Project site, the Contractor shall be entitled to immediately stop Work in the affected area, and the Contractor shall report the condition to the Owner and, if required, the government agency order with jurisdiction.
3.3.3 The Contractor shall not be required to perform any Work relating to or requirement in the area of known or suspected Hazardous Material without written mutual agreement.
3.3.4 The Owner shall be responsible for removal, treatment or retaining an independent testing laboratory to determine the nature of the material encountered and whether it is a Hazardous Material requiring corrective measures and/or remedial action. Such measures shall be the sole responsibility of the Owner, and shall be performed in a manner minimizing any adverse effect upon the Work of the Contractor. The Contractor shall resume Work in the area affected by any Hazardous Material only upon written agreement between the parties after the Hazardous Material has been removed or rendered harmless.
3.3.5 If the Contractor incurs additional costs and/or is delayed due to the presence of known or suspected Hazardous Material, the Contractor shall be entitled to an equitable adjustment in the Contract Price and/or the date of Substantial Completion.
3.3.6 To the fullest extent permitted by Lawlaw, the Owner shall indemnify and hold harmless the Contractor, Architect/Engineer, Subcontractors and Subsubcontractors, and without in any way limiting any other indemnity obligation under this Agreementthe agents, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors directors and assigns harmlessemployees of each of them, from and against any and all claims, damages, losses, costs and expenses, whether direct or liabilities indirect or consequential, including but not limited to attorney’s fees, costs and expenses incurred in connection with litigation or arbitration, arising out of an incurred connection with removing or remediating relating to the performance of the Work in any area affected by Hazardous Material. To the fullest extent permitted by law, such indemnification shall apply regardless of the fault, negligence, breach of warranty or contract or strict liability of the indemniee.
3.3.7 Notwithstanding the proceeding provisions of this Section 3.3, owner is not responsible for hazardous conditions and/or Hazardous Materials on or about introduced to the Job Site or transported on, to, from or about the Job Site Project site by Contractor, or by its subcontractors or sub-subcontractors, or anyone from whose acts they may be liable. This indemnity Contractor shall indemnify, defend and hold harmless Owner and Owner’s officers, directors, employees and agents from and against all claims, losses, damages, liabilities and expenses, including attorneys fees and expenses, arising out of or resulting from those hazardous conditions and/or Hazardous Materials introduced to the project site by Contractor or by its subcontractors, sub-subcontractors or anyone from whose acts they may be effective during and after completion of the Workliable.
Appears in 3 contracts
Samples: Design Build Agreement (Western Dubuque Biodiesel, LLC), Design Build Agreement (Western Dubuque Biodiesel, LLC), Design Build Agreement (Western Dubuque Biodiesel, LLC)
Hazardous Material. Contractor shall not permit (a) Landlord warrants and represents that any use, storage, treatment or transportation of “Hazardous Material Substances” (as defined belowhereafter defined) which has occurred in, on or about the Premises prior to be locatedthe date of this Lease has been in compliance with all applicable federal, usedstate and local laws, incorporated into regulations and ordinances. Landlord additionally warrants and represents that to the Work best of its knowledge no release, leak, discharge, spill disposal or brought onto emission of Hazardous Substances has occurred in, on or about the Job Site Premises, and that the Premises are free of Hazardous Substances as of the date hereof.
(b) Landlord shall indemnify and hold harmless the Tenant from any and all claims, damages, fines, judgments, penalties, costs, expenses or liabilities (including, without limitation, any and all sums paid for settlement of claims, attorneys’ fees, consultant and expert fees) arising during or after the lease term from or in connection with the Work unless (i) absolutely necessary because no alternative is availablepresence or suspected presence of Hazardous Substances in, (ii) on or about the precise nature and quantity of Premises or Building, except to the extent that the Hazardous Material is specified Substances are present as a result of acts of Tenant, Tenant’s agents, employees, contractors or invitees.
(c) Tenant shall not cause or permit any Hazardous Substances to be used, stored, generated or disposed of in, on or about the Premises in writing violation of applicable law by Tenant, its agents, employees, contractors or invitees, except for such Hazardous Substances as are normally utilized in an office environment and/or are necessary to Owner, (iii) Tenant’s business. Any such Hazardous Substances permitted on the prior written approval of Owner is obtainedPremises as hereinabove provided, and (iv) Contractor all containers therefore, shall be used, kept, stored and disposed of in a manner that complies with all Laws federal, state and prudent business practices concerning local laws or regulations applicable to any such Hazardous Substances. Tenant shall indemnify and hold harmless the Landlord from any and all claims, damages, fines, judgments, penalties, costs, expenses or liabilities (including, without limitation, any and all sums paid for settlement of claims, attorneys’ fees, consultant and expert fees) arising during or after the lease term from or in connection with the use, storage, generation or disposal of Hazardous Material requiredSubstances in, on or about the Premises by Tenant, Tenant’s agents, employees, contractors or invitees. If Contractor encounters Tenant shall not be responsible for any hazardous material it reasonably believes which existed in the Premises prior to be Hazardous MaterialTenant’s original buildout and occupancy of space which has become part of the Premises in this Lease, or becomes aware Tenant’s possession of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any personPremises, or injury for Hazardous Substances or damage to any property resulting from use of Hazardous Material in the performance materials, if any, which may have been part of the Work. Contractor shall, at its expense, cause the removal buildout of the Hazardous Material and remedy any associated problems Premises in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean the attached Exhibit C.
(1d) any Hazardous Material as defined under Notwithstanding anything to the Comprehensive Environmental Response, Compensation and Liability Act of 1980contrary state hereinabove, the Resource Conservation indemnification contained in subparagraphs (b) and Recovery Act(c) above shall not include any consequential damages incurred by either Landlord or Tenant, or under but shall expressly include, without limitation, any applicable state or local Laws, (2) any substance or matter that results in liability and all costs incurred due to any person investigation of the site or entity from discharge of any cleanup, removal or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any restoration mandated by a federal, state or local agency order or requirement for removalpolitical subdivision. The indemnification contained herein shall survive the expiration of the term of this Lease, treatment but shall terminate three (3) years after such expiration except with respect to any specific claims which have been given in writing by either party to the other prior to the expiration of said three-year period.
(e) As used herein, “Hazardous Substances” means any substance which is toxic, ignitable, reactive, or remedial actioncorrosive and which is regulated by any state or local government or by the United States government. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against “Hazardous Substances” includes any and all claimsmaterial or substances which are defined as “hazardous waste,” “extremely hazardous waste” or a “hazardous substance” pursuant to state, lossesfederal or local government law. “Hazardous Substances” include but is not restricted to asbestos, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during polychlorinated biphenyls “PCBs”) and after completion of the Workpetroleum products.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement (Extend Health Inc)
Hazardous Material. Contractor Tenant shall not cause or permit any Hazardous Material (as defined below) to be locatedbrought upon, usedkept or used in or about the Leased Premises by Tenant, incorporated into its agents, employees, contractors or invitees. If Tenant breaches the Work obligations stated in the preceding sentence, or brought onto if the Job Site presence of Hazardous Material on the Leased Premises caused or permitted by Tenant results in contamination of the Leased Premises or any part of Bellevue Place or any other property, or if contamination of the Leased Premises or any part of Bellevue Place or any other property by Hazardous Material otherwise occurs for which Tenant may be legally liable for damage resulting therefrom, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the property, damages for the loss or restriction on use of rentable or useable space or of any amenity of Bellevue Place or the Leased Premises or elsewhere, damages arising from any adverse impact on marketing of space at Bellevue Place or elsewhere, and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the Lease Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with the Work unless (i) absolutely necessary because no alternative is availableany investigation of site conditions or any clean-up, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Ownerremedial, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, removal or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to restoration work required by any federal, state or local governmental agency order or requirement for removalpolitical subdivision because of Hazardous Material present in the soil or ground water on or under Bellevue Place. Without limiting the foregoing, treatment if the presence of any Hazardous Material brought upon, kept or remedial action. To used in or about the extent permitted Leased Premises or Bellevue Place by LawTenant, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, its agents, employees, representativescontractors or invitees, shareholders, partners, affiliates, successors and assigns harmless, from and against results in any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion contamination of the WorkLeased Premises or any part of Bellevue Place or any other property, Tenant shall promptly take all actions, at its sole expense, as are necessary to return the Leased Premises, Bellevue Place or any other property to the condition existing prior to the introduction of any such Hazardous Material; provided that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Leased Premises, Bellevue Place or other property. As used herein, the term “Hazardous Material” means any hazardous, dangerous, toxic or harmful substance, material or waste which is or becomes regulated by any local governmental authority, the State of Washington or the United States Government.
Appears in 2 contracts
Samples: Office Lease (Smartsheet Inc), Office Lease (Smartsheet Inc)
Hazardous Material. Contractor shall, and shall not permit any cause its Subcontractors and Vendors to, comply with all Applicable Laws relating to Hazardous Material (as defined below) to be located, used, incorporated into and all Applicable Permits. Without limiting the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity generality of the foregoing:
(1) Contractor shall, and shall cause its Subcontractors and Vendors to, apply for, obtain, comply with, maintain and renew all Applicable Permits required of Contractor by Applicable Laws regarding Hazardous Material is specified in writing to Ownerthat are necessary, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, customary or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable advisable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at and shall cause its expenseSubcontractors and Vendors to, have an independent Environmental Protection Agency identification number for disposal of Hazardous Material under the Contract Documents if and as required under Applicable Laws or Applicable Permits.
(2) Contractor shall conduct its activities under the Contract Documents, and shall cause the removal each of its Subcontractors to conduct its activities, in a manner designed to prevent pollution of the environment or any other release of any Hazardous Material by Contractor and remedy its Subcontractors and Vendors in a manner or at a level requiring remediation pursuant to any associated problems Applicable Law.
(3) Contractor shall not cause or allow the release or disposal of Hazardous Material at the Job Site, bring Hazardous Material to the Job Site, or transport Hazardous Material from the Job Site, except in accordance with applicable Laws Applicable Law and prudent business practicesApplicable Permits. "Hazardous Material" Contractor shall mean (1) any be responsible for the management of and proper disposal of all Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, brought onto or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (generated at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by it or its Subcontractors or Vendors, if any. Contractor shall cause all such Hazardous Material brought onto or generated at the Job Site by it or its Subcontractors or Vendors, if any, (A) to be transported only by carriers maintaining valid permits and operating in compliance with such permits and laws regarding Hazardous Material pursuant to manifest and shipping documents identifying only Contractor as the generator of waste or person who arranged for waste disposal, and (B) to be treated and disposed of only at treatment, storage and disposal facilities maintaining valid permits operating in compliance with such permits and laws regarding Hazardous Material, from which, to the best of Contractor’s knowledge, there has been and will be no release of Hazardous Material. This indemnity Contractor shall submit to Company a list of all Hazardous Material to be effective during brought onto or generated at the Job Site prior to bringing or generating such Hazardous Material onto or at the Job Site. Contractor shall keep Company informed as to the status of all Hazardous Material on the Job Site and after completion disposal of all Hazardous Material from the WorkJob Site.
Appears in 2 contracts
Samples: Turnkey Engineering, Procurement, Construction and Maintenance Agreement (Ameresco, Inc.), Turnkey Engineering, Procurement, Construction and Maintenance Agreement (Ameresco, Inc.)
Hazardous Material. Contractor 39.1 During the term, Tenant, at its sole cost, shall not permit any comply with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of Hazardous Material (as defined below) in or about the Premises. Tenant shall not cause or permit any Hazardous Material to be locatedbrought upon, usedkept or used in or about the Premises by Tenant, incorporated into the Work its agents, employees, contractors, invitees or brought onto the Job Site subtenants, in connection with the Work unless (i) absolutely necessary because no alternative is availablea manner or for a purpose prohibited by any federal, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material requiredstate or local agency or authority. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use The accumulation of Hazardous Material at the Job Site. Contractor shall be liable for in approved containers and removed from the Premises by duly licensed carriers.
39.2 Tenant shall immediately provide Landlord with telephonic notice, which shall promptly be confirmed by written notice, of any and all on spillage, discharge, release and off-site disposal or transport of Hazardous Material (onto or within the Premises, including the soils and shall sign any manifest for the transport or storage of such Hazardous Material)subsurface waters thereof, and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common which by law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject must be reported to any federal, state or local agency agency, and any injuries or damages resulting directly or indirectly therefrom. Further, Tenant shall deliver to Landlord each and every notice or order, when said order or requirement notice identifies a violation which may have the potential to adversely impact the Premises, received from any federal, state or local agency concerning Hazardous Material and the possession, use and/or accumulation thereof promptly upon receipt of each such notice or order by Tenant. Landlord shall have the right, upon reasonable notice, to inspect and copy each and every notice or order received from any federal, state or local agency concerning Hazardous Material and the possession, use and/or accumulation thereof.
39.3 Tenant shall be responsible for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, protect, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner harmless Landlord and their respective officersLandlord’s Agents from any and all liability, directorsdamages, injuries, causes of action, claims, judgments, costs, penalties, fines, losses, and expenses which arise during or after the term of this Lease and which result from Tenant’s (or from Tenant’s Agents, assignees, subtenants, employees, agents, employeescontractors, representativeslicensees, shareholdersor invitees) receiving, partnershandling, affiliatesuse, successors storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Hazardous Material in, upon or about the Premises, including without limitation (i) diminution in value of the Premises or any portion of the Project, (ii) damages for the loss or restriction on use of any portion or amenity of the Premises or Project, (iii) damages arising from any adverse impact on marketing of space in the Premises or the Project, (iv) damages and assigns harmlessthe costs of remedial work to other property in the vicinity of the Project owned by Landlord or an affiliate of Landlord, and (v) reasonable consultant fees, expert fees, and attorneys’ fees. Landlord shall be responsible for and shall indemnify, protect, defend and hold harmless Tenant on the same basis as above for any claims which result from Landlord’s or from Landlord’s Agents receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Hazardous Material in, upon or about the Premises or any Hazardous Material at the Project existing prior to the Term Commencement Date.
39.4 The indemnification of Landlord and against Landlord’s Agents by Tenant pursuant to the preceding Section 39.3 includes, without limiting the generality of Section 39.3, reasonable costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil, subsoil, ground water, or elsewhere on, under or about the Premises, or on, under or about any other property in the vicinity of the Project owned by Landlord or an affiliate of Landlord, to the extent caused by Tenant. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises caused or permitted by Tenant results in any contamination of the Premises, or underlying soil or groundwater, Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises to that condition required by applicable law as applied by any government entity with proper jurisdiction with regard thereto, provided that Landlord’s approval of such action shall first be obtained, which approval shall not be unreasonably withheld, except that Tenant shall not be required to obtain Landlord’s prior approval of any action of an emergency nature reasonably required or any action mandated by a governmental authority, but Tenant shall give Landlord prompt notice thereof.
39.5 Landlord acknowledges that it is not the intent of this Article 39 to prohibit Tenant from operating its business as described in Article 10 or to unreasonably interfere with the operation of Tenant’s business. Tenant may operate its business according to the custom of the industry so long as the use or presence of Hazardous Material is strictly and properly monitored according to all applicable governmental requirements. Any approval or consent required by this Section 39.5 shall not be unreasonably withheld, conditioned or delayed.
39.6 As a material inducement to Landlord to allow Tenant to use Hazardous Material in connection with its business, Tenant agrees to provide to Landlord a list identifying each type of Hazardous Material to be present in or about the Premises and setting forth all governmental approvals or permits required in connection with the presence of Hazardous Material in or about the Premises (“Hazardous Material Inventory”). Tenant shall deliver a Hazardous Material Inventory to Landlord no later than twenty (20) days (i) prior to the occupancy of any portion of the Premises or the placement of equipment anywhere on the. Project, (ii) prior to any increase in the types or amounts of Hazardous Material, (iii) after a request of Landlord reasonably required for purposes of monitoring the Project, and (iv) prior to the initiation by Tenant of any changes in the Premises or elsewhere on the Project which involve any increase in the types or amounts of Hazardous Material, and shall deliver a Hazardous Material Inventory to Landlord in any event annually no later than December 31 of each year. For each type of Hazardous Material listed, the Hazardous Material Inventory shall include the (i) chemical name; (ii) material state (solid, liquid, gas, cryogen); (iii) concentration; (iv) storage amount and storage condition (cabinets or no cabinets); (v) use amount and use condition (open use or closed use); (vi) location (room number/identification); and (vii) chemical abstract service (CAS) number, if known. In the event that Tenant’s Hazardous Material Inventory indicates non-compliance with this Lease or applicable building and fire code requirements, Tenant shall at its expense diligently take steps to bring its storage and use of Hazardous Material into compliance.
39.7 Tenant further agrees to make available to Landlord, upon Landlord’s reasonable request, true and correct copies of the following documents (“Hazardous Material Documents”): governmental approvals or permits required in connection with the presence of Hazardous Material on the Premises; a copy of the Hazardous Material business plan prepared pursuant to Health and Safety Code Section 25500 et seq.; documents relating to the handling, storage, disposal and emission of Hazardous Material, including: permits; approvals; reports and correspondence; notice of violations of any laws; plans relating to the installation of any storage tanks to be installed in or under the Premises (provided said installation of tanks shall be permitted only after Landlord has given Tenant its written consent to do so, which consent may not be unreasonably withheld); and all closure plans or any other documents required by any and all claimsfederal, lossesstate and local governmental agencies and authorities for any storage tanks installed in, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Premises for the closure of any such tanks. Tenant shall not be required, however, to provide Landlord with that portion of any document which contains information of a proprietary nature and which, in and of itself, does not contain a reference to any Hazardous Material which is not otherwise identified to Landlord in such documentation, unless any such Hazardous Material Document names Landlord as an “owner” or “operator” of the facility in which Tenant is conducting its business. It is not the intent of this subsection to provide Landlord with information which could be detrimental to Tenant’s business should such information become possessed by Tenant’s competitors. Landlord shall treat all information furnished by Tenant to Landlord pursuant to this Article 39 as confidential and shall not disclose such information to any person or entity, except as provided in this Article 39, without Tenant’s prior written consent, which consent shall not be unreasonably withheld or delayed, except as required by law.
39.8 Notwithstanding other provisions of this Article 39, it shall be a default under this Lease, and Landlord shall have the right to terminate the Lease and/or pursue its other remedies under Article 24, in the event that (i) Tenant’s use of the Premises for the generation, storage, use, treatment or disposal of Hazardous Material is in a manner or for a purpose prohibited by applicable law unless Tenant is diligently pursuing compliance with such law, (ii) Tenant has been required by any governmental authority to take remedial action in connection with Hazardous Material contaminating the Premises if the contamination resulted from Tenant’s action or use of the Premises, unless Tenant is diligently pursuing compliance with such requirement, or (iii) Tenant is subject to an enforcement order issued by any governmental authority in connection with Tenant’s use, disposal or storage of a Hazardous Material on the Premises, unless Tenant is diligently seeking compliance with such enforcement order.
39.9 Notwithstanding the provisions of Article 25, if any anticipated use of the Premises by a proposed assignee or subtenant involves the generation or storage, use, treatment or disposal of Hazardous Material and (i) the proposed assignee or sublessee has been required by any governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such party’s action or use of the property in question and has failed to take such action, or (ii) the proposed assignee or sublessee is subject to a final, unappealable enforcement order issued by any governmental authority in connection with such party’s use, disposal or storage of Hazardous Material of a type such proposed assignee or sublessee intends to use in the Premises and shall have failed to comply with such order, it shall not be unreasonable for Landlord to withhold its consent to an assignment or subletting to such proposed assignee or sublessee.
39.10 Landlord represents that, to the best of its knowledge, as of the date of this Lease, there is no Hazardous Material on the Premises. Landlord shall provide Tenant with a current Phase I Environmental Site Assessment, and any current Phase II Environmental Site Assessment recommended therein, at the time of the completion of the current renovation of the Project to a biotech facility. Should the environmental site assessment(s) disclose the presence of Hazardous Material beyond legally permissible levels, Landlord shall correct the deficiencies to Tenant’s reasonable satisfaction and shall cause updates to the environmental site assessment(s) to be issued reflecting the remedy. The environmental site assessment(s) and all updates thereto are hereinafter referred to as the “Base Line Report,” and shall be deemed conclusive as to the condition of the Premises, unless, within ninety (90) days of receipt, Tenant causes an inspection of its own to be conducted, which inspection discloses the presence of Hazardous Material materially different from that disclosed in the Base Line Report.
39.11 At any time prior to the expiration or transported onearlier termination of the term of the Lease, toLandlord shall have the right to enter upon the Premises, upon reasonable prior notice to Tenant, at all reasonable times and at reasonable intervals in order to conduct appropriate tests regarding the presence, use and storage of Hazardous Material, and to inspect Tenant’s records with regard thereto. Tenant will pay the reasonable costs of any such test which demonstrates that contamination in excess of permissible levels has occurred and such contamination was caused by Tenant’s use of the Premises during the term of the Lease. Tenant shall correct any deficiencies identified in any such tests in accordance with its obligations under this Article 39 to the extent the result of Tenant’s use of the Premises during the term of this Lease.
39.12 Tenant shall at its own expense cause an environmental site assessment of the Premises to be conducted and a report thereof delivered to Landlord upon the expiration or earlier termination of the Lease, such report to be as complete and broad in scope as is necessary to identify any impact on the Premises Tenant’s operations might have had (hereinafter referred to as the “Exit Report”). Tenant shall correct any deficiencies identified in the Exit Report in accordance with its obligations under this Article 39 prior to the expiration or earlier termination of this Lease. This Article 39 is the exclusive provision in this Lease regarding clean-up, repairs or maintenance arising from receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Hazardous Material in, upon or about the Job Site by Contractor. This indemnity Premises, and the provisions of Articles 7, 10, 18, and 20 shall be effective during and after completion not apply thereto.
39.13 Tenant’s obligations under this Article 39 shall survive the termination of the WorkLease.
39.14 As used herein, the term “Hazardous Material” means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term “Hazardous Material” includes, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste” or “restricted hazardous waste” under Sections 25515, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 2, Chapter 6.8 (Xxxxxxxxx-Xxxxxx-Xxxxxx Hazardous Substance Account Act), (iii) defined as a “hazardous material, “hazardous substance” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) listed under Article 9 and defined as hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (viii) designated as a “hazardous substance” pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (ix) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et. seq. (42 U.S.C. Section 6903), or (x) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et. seq. (42 U.S.C. Section 9601).
Appears in 2 contracts
Samples: Lease (Genelux Corp), Lease (Genelux Corp)
Hazardous Material. Contractor For purposes of this Lease “Hazardous Material” means any flammable items, explosives, radioactive material, oil, toxic substance, material or waste or related materials, including any material or substance included in the definition of “hazardous wastes”, “hazardous materials” or “toxic substances”, now or hereafter regulated under any Legal Requirements, including, without limitation, petroleum-based products, paints, solvents, lead cyanide, DDT, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos, medical waste, polychlorinated biphenyls, and similar compounds. “Hazardous Material” shall also include, without limitation, any materials or substances which could trigger any employee “right to know” requirements or for which any regulatory or other governmental body has adopted any requirements for the preparation or distribution of a material safety data sheet. Tenant shall not cause or permit any Hazardous Material (as defined below) to be locatedbrought upon, produced, stored, generated, used, incorporated into discharged or disposed of in, on, under or about the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) Premises without the prior written approval consent of Owner is obtained, Landlord and (iv) Contractor complies then only in compliance with all Laws applicable environmental Legal Requirements. Notwithstanding the preceding sentence, Tenant shall be permitted to store de minimus amounts of standard office supplies and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work cleaning products in the area so affected Premises for use in the Premises, provided Tenant complies in all respects with all applicable environmental Legal Requirements. Tenant shall execute such affidavits, representations and shall immediately report the same certifications from time to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives time as may be requested by Landlord concerning Tenant’s best knowledge and belief regarding the presence or use absence of Hazardous Material at in, on, under or about the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980Premises, the Resource Conservation and Recovery ActBuilding and/or the Property. Tenant shall defend, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) indemnify and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, harmless Landlord from and against any and all claimsclaims (including, losseswithout limitation, costs or liabilities and attorney’s fees) arising out from any breach of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported onthis Section 3.3. The indemnity, to, from or about the Job Site by Contractor. This indemnity defense and hold harmless obligations in this Section 3.3 shall be effective during in addition to all other indemnity, defense and after completion of the Workhold harmless obligations contained in this Lease.
Appears in 2 contracts
Samples: Lease Agreement (Mulesoft, Inc), Lease Agreement (Mulesoft, Inc)
Hazardous Material. Contractor 43.1. Except for supplies typically used in the ordinary course of business in commercially reasonable amounts in accordance with all Applicable Laws, Tenant shall not cause or permit any Hazardous Material (as defined belowhereinafter defined) to be locatedbrought upon, usedkept or used in or about the Premises by Tenant, incorporated into the Work its agents, employees, contractors or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is availableinvitees, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) without the prior written approval consent of Owner is obtainedLandlord, and (iv) Contractor complies with all Laws and prudent business practices concerning which consent may be granted or withheld in Landlord’s sole discretion. For the Hazardous Material required. If Contractor encounters any material it reasonably believes to be purpose of this Lease, “Hazardous Material” shall include oil, flammable explosives, asbestos, urea formaldehyde, radioactive materials or waste, or becomes aware of other hazardous, toxic, contaminated or polluting materials, substances or wastes, including, without limitation, any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work “hazardous substances,” “hazardous wastes,” “hazardous materials” or “toxic substances” as such terms are defined in the area so affected Resource Conservation and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on Recovery Act and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, and in any other law, ordinance, rule, regulation or under order promulgated by the federal or state government, or any applicable state other governmental entity having jurisdiction over the Building or local Lawsthe parties to this Lease, (2) but excluding mold, fungus, dust and other natural contaminants. If Tenant breaches the obligations set forth in this paragraph, or if the presence of Hazardous Material in the Premises or at the Building by Hazardous Material otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, then Tenant shall defend, indemnify and hold harmless Landlord and its agents, members, partners and employees from any substance and all claims, judgments, damages, penalties, fines, costs, liabilities or matter that results losses, including, without limitation, diminution in liability to value of the Building, damages for the loss or restriction on use of rentable or usable space in or of any person or entity amenity of the Building, damages arising from discharge any adverse impact on leasing space in the Building, sums paid in settlement of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon materialclaims, and (4) any other substance attorneys’ fees, consultant fees and expert fees which arise during or matter that becomes subject to after the Term of this Lease as a result of such contamination. This indemnification of Landlord by Tenant shall survive expiration or termination of this Lease and includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by federal, state or local governmental agency order or requirement for removalpolitical subdivision because of Hazardous Material present in, treatment or remedial actionunder the Premises. To Without limiting the extent foregoing, if the presence of any Hazardous Material caused or permitted by Law, and without Tenant results in any way limiting contamination of the Building, Tenant shall promptly take all actions, at its sole expense, as are necessary to return the Building to the condition existing prior to the introduction of any other indemnity obligation under this Agreementsuch Hazardous Material; provided that Landlord’s approval of such actions shall first be obtained, Contractor which approval shall indemnifynot be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effects on the Building. Landlord shall be responsible, defend (at Contractor's Landlord’s sole cost and with legal counsel acceptable expense and not as a part of Operating Expenses, for the removal, encapsulation or remediation (as applicable) of any Hazardous Material which existed in, on or about the Building as of the Commencement Date and for which Tenant is not otherwise responsible for pursuant to Owner) this Section 43, to the extent that such removal, encapsulation or remediation is required by Applicable Laws. Landlord shall defend, indemnify and hold Owner harmless Tenant and their respective officers, directors, its agents, members, partners and employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all loss of rents and/or damages, liabilities, judgments, costs, claims, lossesliens, costs or liabilities expenses, penalties, permits and attorney’s and consultant’s fees to the extent arising out of an incurred connection or involving any Hazardous Material for which Landlord is responsible for pursuant to this Section 43.
43.2. Tenant shall deliver to Landlord true and correct copies of the following documents (hereinafter referred to as the “Documents”) relating to the current handling, storage, disposal and emission of Hazardous Materials by Tenant at the Building Property (collectively, “Hazardous Materials Activities”), with removing such delivery of the Documents to occur prior to the Commencement Date or, if unavailable at that time, promptly following the receipt from or remediating submission to any governmental agency or authority: permits for any Hazardous Materials on Activities; closure reports relating to any Hazardous Materials; any storage and management plans for Hazardous Materials which have been submitted to or about the Job Site approved by any governmental agency or transported on, to, authority; and any currently uncured notices of violation of Applicable Laws from any governmental agency or about the Job Site by Contractorauthority relating to any Hazardous Materials Activities. This indemnity Tenant has not installed any underground storage tanks and no underground storage tanks shall be effective during and after completion permitted to be installed by Tenant without the prior approval of Landlord, which approval may be withheld by Landlord in its sole discretion. Tenant shall not be required to provide Landlord with any portion of the WorkDocuments containing information of a proprietary nature that, in and of themselves, do not contain a reference to any Hazardous Materials or activities related to Hazardous Materials.
43.3. If underground or other storage tanks storing Hazardous Materials are placed on the Premises by Tenant, Tenant shall monitor the storage tanks, maintain appropriate records, implement reporting procedures, properly close any underground storage tanks, and take or cause to be taken all other steps necessary or required under the Applicable Laws.
Appears in 2 contracts
Samples: Building Lease Agreement (Artes Medical Inc), Building Lease Agreement (Artes Medical Inc)
Hazardous Material. Contractor 39.1 During the term, Tenant, at its sole cost, shall not permit any comply with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of Hazardous Material (as defined below) in or about the Premises. Tenant shall not cause or permit any Hazardous Material to be locatedbrought upon, usedkept or used in or about the Premises by Tenant, incorporated into the Work its agents, employees, contractors, invitees or brought onto the Job Site subtenants, in connection with the Work unless (i) absolutely necessary because no alternative is availablea manner or for a purpose prohibited by any federal, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material requiredstate or local agency or authority. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use The accumulation of Hazardous Material at the Job Site. Contractor shall be liable for in approved containers and removed from the Premises by duly licensed carriers.
39.2 Tenant shall immediately provide Landlord with telephonic notice, which shall promptly be confirmed by written notice, of any and all on spillage, discharge, release and off-site disposal or transport of Hazardous Material (onto or within the Premises of which Tenant becomes aware, including the soils and shall sign any manifest for the transport or storage of such Hazardous Material)subsurface waters thereof, and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common which by law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject must be reported to any federal, state or local agency agency, and any injuries or damages resulting directly or indirectly therefrom. Further, Tenant shall deliver to Landlord each and every notice or order, when said order or requirement notice identifies a violation which may have the potential to adversely impact the Premises, received from any federal, state or local agency concerning Hazardous Material and the possession, use and/or accumulation thereof promptly upon receipt of each such notice or order by Tenant. Landlord shall have the right, upon reasonable notice, to inspect and copy each and every notice or order received from any federal, state or local agency concerning Hazardous Material and the possession, use and/or accumulation thereof.
39.3 Tenant shall be responsible for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, protect, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner harmless Landlord and their respective officersLandlord’s Indemnitees from any and all liability, directorsdamages, injuries, causes of action, claims, judgments, costs, penalties, fines, losses, and expenses which arise during or after the term of this Lease and which result from Tenant’s (or from Tenant’s Indemnitees, assignees, subtenants, employees, agents, employeescontractors, representativeslicensees, shareholdersor invitees) receiving, partnershandling, affiliatesuse, successors storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Hazardous Material in, upon or about the Premises, including without limitation (i) diminution in value of the Premises or any portion of the Project, (ii) damages for the loss or restriction on use of any portion or amenity of the Premises or Project, (iii) damages arising from any adverse impact on marketing of space in the Premises or the Project, (iv) damages and assigns harmlessthe costs of remedial work to other property in the vicinity of the Project owned by Landlord or an affiliate of Landlord, and (v) consultant fees, expert fees, and attorneys’ fees. Landlord shall be responsible for and shall indemnify, protect, defend and hold harmless Tenant on the same basis as above for any claims which result from Landlord’s or from Landlord’s Indemnitees receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Hazardous Material in, upon or about the Project.
39.4 The indemnification obligations pursuant to the preceding Section 39.3 includes, without limiting the generality of Section 39.3, reasonable costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil, subsoil, ground water, or elsewhere on, under or about the Premises, or on, under or about any other property in the vicinity of the Project owned by Landlord or an affiliate of Landlord. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises caused or permitted by Tenant results in any contamination of the Premises, or underlying soil or groundwater, Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises to that condition required by applicable law, provided that Landlord’s approval of such action shall first be obtained, which approval shall not be unreasonably withheld, except that Tenant shall not be required to obtain Landlord’s prior approval of any action of an emergency nature reasonably required or any action mandated by a governmental authority, but Tenant shall give Landlord prompt notice thereof.
39.5 Landlord acknowledges that it is not the intent of this Article 39 to prohibit Tenant from operating its business as described in Article 10 or to unreasonably interfere with the operation of Tenant’s business. Tenant may operate its business according to the custom of the industry so long as the use or presence of Hazardous Material is strictly and against properly monitored according to all applicable governmental requirements. Any approval or consent required by this Section 39.5 shall not be unreasonably withheld, conditioned or delayed.
39.6 As a material inducement to Landlord to allow Tenant to use Hazardous Material in connection with its business, Tenant agrees to provide to Landlord a list identifying each type of Hazardous Material to be present in or about the Premises and setting forth all governmental approvals or permits required in connection with the presence of Hazardous Material in or about the Premises (“Hazardous Material Inventory”). Tenant shall deliver a Hazardous Material Inventory to Landlord (i) no later than thirty (30) days prior to the occupancy of any portion of the Premises or the placement of equipment anywhere on the Project, (ii) annually thereafter no later than December 31 of each year, and (iii) thirty (30) days prior to the initiation by Tenant of any changes in the Premises or elsewhere on the Project which involve any increase in the types or amounts of Hazardous Material. For each type of Hazardous Material listed, the Hazardous Material Inventory shall include the (i) chemical name; (ii) material state (solid, liquid, gas, cryogen); (iii) concentration; (iv) storage amount and storage condition (cabinets or no cabinets); (v) use amount and use condition (open use or closed use); (vi) location (room number/identification); and (vii) chemical abstract service (CAS) number, if known. Landlord may at Tenant’s expense cause each Hazardous Material Inventory to be reviewed by a person or firm qualified to analyze Hazardous Material and acceptable to both Landlord and Tenant to confirm compliance with the provisions of this Lease and with applicable building and fire code requirements. In the event that a review of Tenant’s Hazardous Material Inventory indicates non-compliance with this Lease or applicable building and fire code requirements, Tenant shall at its expense diligently take steps to bring its storage and use of Hazardous Material into compliance.
39.7 Tenant further agrees to make available to Landlord, upon Landlord’s reasonable request, true and correct copies of the following documents (“Hazardous Material Documents”): governmental approvals or permits required in connection with the presence of Hazardous Material on the Premises; a copy of the Hazardous Material business plan prepared pursuant to Health and Safety Code Section 25500 et seq.; documents relating to the handling, storage, disposal and emission of Hazardous Material, including: permits; approvals; reports and correspondence; notice of violations of any laws; plans relating to the installation of any storage tanks to be installed in or under the Premises (provided said installation of tanks shall be permitted only after Landlord has given Tenant its written consent to do so, which consent may not be unreasonably withheld); and all closure plans or any other documents required by any and all claimsfederal, lossesstate and local governmental agencies and authorities for any storage tanks installed in, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site Premises for the closure of any such tanks. Tenant shall not be required, however, to provide Landlord with that portion of any document which contains information of a proprietary nature and which, in and of itself, does not contain a reference to any Hazardous Material which is not otherwise identified to Landlord in such documentation, unless any such Hazardous Material Document names Landlord as an “owner” or transported on“operator” of the facility in which Tenant is conducting its business. It is not the intent of this subsection to provide Landlord with information which could be detrimental to Tenant’s business should such information become possessed by Tenant’s competitors. Landlord shall treat all information furnished by Tenant to Landlord pursuant to this Article 39 as confidential and shall not disclose such information to any person or entity, toexcept as provided in this Article 39, without Tenant’s prior written consent, which consent shall not be unreasonably withheld or delayed, except as required by law.
39.8 Notwithstanding other provisions of this Article 39, it shall be a default under this Lease, and Landlord shall have the right to terminate the Lease and/or pursue its other remedies under Article 24, in the event that (i) Tenant’s use of the Premises for the generation, storage, use, treatment or disposal of Hazardous Material is in a manner or for a purpose prohibited by applicable law unless Tenant is diligently pursuing compliance with such law, (ii) Tenant has been required by any governmental authority to take remedial action in connection with Hazardous Material contaminating the Premises if the contamination resulted from Tenant’s action or use of the Premises, unless Tenant is diligently pursuing compliance with such requirement, or (iii) Tenant is subject to an enforcement order issued by any governmental authority in connection with Tenant’s use, disposal or storage of a Hazardous Material on the Premises, unless Tenant is diligently seeking compliance with such enforcement order.
39.9 Notwithstanding the provisions of Article 25, if (i) any anticipated use of the Premises by a proposed assignee or subtenant involves the generation or storage, use, treatment or disposal of Hazardous Material in any manner or for a purpose prohibited by any applicable law, (ii) the proposed assignee or sublessee has been required by any governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such party’s action or use of the property in question and has failed to take such action, or (iii) the proposed assignee or sublessee is subject to a final, unappealable enforcement order issued by any governmental authority in connection with such party’s use, disposal or storage of Hazardous Material of a type such proposed assignee or sublessee intends to use in the Premises and shall have failed to comply with such order, it shall not be unreasonable for Landlord to withhold its consent to an assignment or subletting to such proposed assignee or sublessee.
39.10 Landlord represents that, to the best of its knowledge, as of the date of this Lease, there is no Hazardous Material on the Premises. Landlord shall provide Tenant with the environmental site assessment for the Premises dated February 25, 2004, and prepared by Occupational Services, Inc. Should the environmental site assessment disclose the presence of Hazardous Material beyond legally permissible levels, Landlord shall correct the deficiencies to Tenant’s reasonable satisfaction and shall cause updates to the environmental site assessment(s) to be issued reflecting the remedy. The environmental site assessment and all updates thereto are hereinafter referred to as the “Base Line Report,” and shall be deemed conclusive as to the condition of the Premises, unless, within ninety (90) days of receipt, Tenant causes an inspection of its own to be conducted, which inspection discloses the presence of Hazardous Material materially different from that disclosed in the Base Line Report.
39.11 Landlord shall not have the right to enter upon the Premises without the prior consent of Tenant, which shall not be unreasonably withheld. Tenant agrees that it is reasonable for Landlord to enter the Premises at reasonable intervals in order to conduct appropriate tests regarding the presence, use and storage of Hazardous Material, and to inspect Tenant’s records with regard thereto. All entries shall be subject to Tenant’s security and safety procedures. Tenant will pay the reasonable costs of any such test which demonstrates that contamination in excess of permissible levels has occurred and such contamination was caused by Tenant’s use of the Premises during the term of the Lease. Tenant shall correct any deficiencies identified in any such tests in accordance with its obligations under this Article 39 to the extent the result of Tenant’s use of the Premises during the term of this Lease.
39.12 Tenant shall at its own expense cause an environmental site assessment of the Premises to be conducted and a report thereof delivered to Landlord upon the expiration or earlier termination of the Lease, such report to be as complete and broad in scope as is necessary to identify any impact on the Premises Tenant’s operations might have had (hereinafter referred to as the “Exit Report”). In order to facilitate the Exit Report, Tenant shall install a sampling port on the sewer drain from the Premises. Tenant shall correct any deficiencies identified in the Exit Report in accordance with its obligations under this Article 39 prior to the expiration or earlier termination of this Lease. This Article 39 is the exclusive provision in this Lease regarding clean-up, repairs or maintenance arising from receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Hazardous Material in, upon or about the Job Site by Contractor. This indemnity Premises, and the provisions of Articles 7, 10, 18, and 20 shall be effective during and after completion not apply thereto.
39.13 Tenant’s obligations under this Article 39 shall survive the termination of the WorkLease.
39.14 As used herein, the term “Hazardous Material” means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term “Hazardous Material” includes, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste” or “restricted hazardous waste” under Sections 25515,25117 or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 2, Chapter 6.8 (Xxxxxxxxx-Xxxxxx-Xxxxxx Hazardous Substance Account Act), (iii) defined as a “hazardous material,” hazardous substance” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) listed under Article 9 and defined as hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (viii) designated as a “hazardous substance” pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (ix) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et. seq. (42 U.S.C. Section 6903), or (x) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et. seq. (42 U.S.C. Section 9601).
Appears in 2 contracts
Samples: Lease (Biocept Inc), Lease (Biocept Inc)
Hazardous Material. Contractor Throughout the term of this Lease, Lessee shall not permit any Hazardous Material (as defined below) to be located------------------ prevent the presence, useduse, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any dischargegeneration, release, injury to any persondischarge, storage, disposal, or injury transportation of any Hazardous Materials (as hereinafter defined) on, under, in, above, to, or damage to any property resulting from use the Leased Premises other than in strict compliance with all applicable federal, state, and local laws, rules, regulations, and orders. For purposes of Hazardous Material in this provision, the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. term "Hazardous MaterialMaterials" shall mean (1) and refer to any Hazardous Material as defined under the Comprehensive Environmental Responsewastes, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Actmaterials, or other substances of any kind or character that are or become regulated as hazardous or toxic waste or substances, or which require special handling or treatment, under any applicable state local, state, or local Lawsfederal law, rule, regulation, or order. Lessee shall indemnify, defend, and hold harmless from and against (2a) any substance loss, cost, expense, claim, or matter that results in liability arising out of any investigation, monitoring, clean-up, containment, removal, storage, or restoration work (herein referred to as "Remedial Work") required by, or incurred by Lessor or any other person or entity from discharge of or exposure to party in a reasonable belief that such substance or matter under Remedial Work is required by any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any applicable federal, state or local agency order law, rule, regulation or requirement for removalorder, treatment or remedial action. To by any governmental agency, authority, or political subdivision having jurisdiction over the extent permitted by LawLeased Premises, and without in (b) any way limiting any other indemnity obligation under this Agreementclaims of third parties for loss, Contractor shall indemnifyinjury, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officersexpense, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities damage arising out of an incurred connection with removing the presence, release, or remediating discharge of any Hazardous Materials on or about the Job Site or transported on, under, in, above, to, or from the Leased Premises. In the event any Remedial Work is so required under any applicable federal, state, or about local law, rule, regulation or order, Lessee shall promptly perform or cause to be performed such Remedial Work in compliance with such law, rule, regulation, or order. In the Job Site by Contractor. This indemnity event Lessee shall fail to commence the Remedial Work in a timely fashion, or shall fail to prosecute diligently the Remedial Work to completion, such failure shall constitute an event of default on the part of Lessee under the terms of this Lease, and Lessor, in addition to any other rights or remedies afforded it hereunder, may, but shall not be effective during obligated to, cause the Remedial Work to be performed, and after completion of Lessee shall promptly reimburse Lessor for the Workcost and expense thereof upon demand.
Appears in 2 contracts
Samples: Lease Agreement (Sequiam Corp), Lease Agreement (Sequiam Corp)
Hazardous Material. Contractor LICENSEE shall not permit cause, nor shall LICENSEE allow any of its Agents or Invitees (as such terms are defined below) to cause, any Hazardous Material (as defined below) to be locatedbrought upon, kept, used, incorporated into stored, generated, released or disposed of in, on, under or about the Work Xxxxxxx Lot, or brought onto transported to, from or over the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is availableXxxxxxx Lot. LICENSEE shall immediately notify CITY when LICENSEE learns of, (ii) the precise nature and quantity or has reason to believe that, a release of the Hazardous Material is specified in writing has occurred in, on, under or about the Xxxxxxx Lot. LICENSEE shall further comply with all laws, statutes, ordinances, rules, regulations, policies, orders, edicts and the like requiring notice of such releases or threatened releases to Owner, (iii) the prior written approval of Owner is obtainedgovernmental agencies, and (iv) Contractor complies with shall take all Laws and prudent business practices concerning action necessary or desirable to mitigate the Hazardous Material requiredrelease or minimize the spread of contamination. If Contractor encounters any material it reasonably believes to be In the event that LICENSEE or its Agents or Invitees cause a release of Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor LICENSEE shall, at its expensewithout cost to CITY, cause promptly remediate the removal of Xxxxxxx Lot to the Hazardous Material and remedy any associated problems condition immediately prior to the release in accordance with all applicable Laws regulatory requirements and prudent business practicesProject Approvals. "In connection therewith, LICENSEE shall afford CITY a full opportunity to negotiate and participate in any discussion with governmental agencies and environmental consultants regarding any settlement agreement, cleanup or abatement agreement, consent decree or other compromise proceeding involving Hazardous Material" shall mean (1) , and any other abatement or clean-up plan, strategy and procedure. For purposes hereof, “Hazardous Material” means material that, because of its quantity, concentration or physical or chemical characteristics, is at any time now or hereafter deemed by any federal, state or local governmental authority to pose a present or potential hazard to public health, welfare or the environment. Hazardous Material includes, without limitation, the following: any material or substance defined as defined under a “hazardous substance, pollutant or contaminant” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Actas amended, 42 U.S.C. Sections 9601 et seq., or under pursuant to Section 25316 of the California Health & Safety Code or any applicable state other federal, state, or local LawsLaw; a “hazardous waste” listed pursuant to Section 25140 of the California Health & Safety Code; any asbestos and asbestos containing materials whether or not such materials are part of the Xxxxxxx Lot or are naturally occurring substances in the Xxxxxxx Lot; and any petroleum, (2) including, without limitation, crude oil or any substance fraction thereof, natural gas or matter that results in liability to any person or entity natural gas liquids, provided, the foregoing shall not prohibit LICENSEE from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmlesstraversing to, from and against any and all claimsacross the Xxxxxxx Lot in standard motor vehicles, losses, costs trucks or liabilities arising out of an incurred connection with removing construction vehicles or remediating any Hazardous Materials from conducting the Activities on or about the Job Site Xxxxxxx Lot in accordance with all Laws. The term “release” or transported “threatened release” when used with respect to Hazardous Material shall include any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing in, on, to, from under or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the WorkXxxxxxx Lot.
Appears in 1 contract
Hazardous Material. Contractor Tenant shall (i) not permit cause any “Hazardous Material Material” (as defined belowhereinafter defined) to be locatedreleased in or about the Premises by Tenant, usedits agents, incorporated into employees, contractors or invitees in violation of applicable laws, rules, ordinances and permits. If Tenant breaches the Work obligations stated in the preceding sentence, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or brought onto losses which arise during or after the Job Site Lease Term or extended term as a direct result of contamination caused by tenant. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with the Work unless (i) absolutely necessary because no alternative is availableany investigation of site conditions or any cleanup, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Ownerremedial, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, removal or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to restoration work required by any federal, state or local governmental agency order or requirement for removalsubdivision with jurisdiction over the cleanup. Without limiting the foregoing, treatment or remedial action. To if the extent permitted release of any Hazardous Material on the Premises caused by Law, and without Tenant results in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials contamination on or about the Job Site Premises, which is required to be remediated by applicable laws; Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises to the condition required by government agencies with jurisdiction over the cleanup; provided that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld. As used herein, the term “Hazardous Material” means any hazardous or transported ontoxic substance, tomaterial or waste, from or any substance material or waste, which is or becomes regulated by any local governmental authority, the State of California or the United States Government. Upon expiration or earlier termination of this Lease, tenant shall duly execute and deliver to Landlord a certificate (the “Hazardous Waste Certificate”) in the form on Exhibit A attached hereto. In the event Tenant shall fail to so deliver the Hazardous Waste Certificate, such failure shall, without further notice or passage of time, constitute a default under the Lease and shall entitle Landlord to retain the entire security deposit held by Landlord, to be applied toward payment of the cost of assessing the presence of Hazardous Material on or about the Job Site Premises, and toward payment of all loss, cost, liability damage and expense actually incurred by Contractor. This indemnity Landlord arising as a result of such contamination Nothing contained herein shall be effective during deemed or construed to limit the liability of Tenant to Landlord hereunder for the breach of any covenant of Tenant under this Paragraph. The provisions of this Paragraph shall survive the expiration or earlier termination of this Lease and after completion Tenant’s surrender of the WorkPremises to Landlord.
Appears in 1 contract
Hazardous Material. Contractor Permittee shall not permit cause, nor shall Permittee allow any of its Agents or Invitees (as such terms are defined below) to cause, any Hazardous Material (as defined below) to be locatedbrought upon, kept, used, incorporated into stored, generated or disposed of in, on or about the Work Permit Area, or brought onto transported to or from the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is availablePermit Area. Permittee shall immediately notify City when Xxxxxxxxx learns of, (ii) the precise nature and quantity or has reason to believe that, a release of the Hazardous Material is specified in writing has occurred in, on or about the Permit Area. Permittee shall further comply with all laws requiring notice of such releases or threatened releases to Owner, (iii) the prior written approval of Owner is obtainedgovernmental agencies, and (iv) Contractor complies with shall take all Laws and prudent business practices concerning action necessary to mitigate the Hazardous Material requiredrelease or minimize the spread of contamination. If Contractor encounters any material it reasonably believes to be In the event that Permittee or its Agents or Invitees cause a release of Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor Permittee shall, at its expense, cause the removal of the Hazardous Material without cost to City and remedy any associated problems in accordance with applicable Laws all laws and prudent business practicesregulations, return the Permit Area to the condition immediately prior to the release. In connection therewith, Permittee shall afford City a full opportunity to participate in any discussion with governmental agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree or other compromise proceeding involving Hazardous Material. For purposes hereof, "Hazardous Material" shall mean (1) means material that, because of its quantity, concentration or physical or chemical characteristics, is at any time now or hereafter deemed by any federal, state or local governmental authority to pose a present or potential hazard to public health, welfare or the environment. Hazardous Material includes, without limitation, any material or substance defined as defined under a "hazardous substance, pollutant or contaminant" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Actas amended, 42 U.S.C. Sections 9601 et seq., or under pursuant to Section 25316 of the California Health & Safety Code; a "hazardous waste" listed pursuant to Section 25140 of the California Health & Safety Code; any applicable state asbestos and asbestos containing materials whether or local Laws, (2) any substance not such materials are part of the Permit Area or matter that results are naturally occurring substances in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon materialthe Permit Area, and (4) any other substance petroleum, including, without limitation, crude oil or matter that becomes subject any fraction thereof, natural gas or natural gas liquids. The term "release" or "threatened release" when used with respect to Hazardous Material shall include any federalactual or imminent spilling, state leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or local agency order or requirement for removaldisposing in, treatment or remedial action. To the extent permitted by Lawon, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the WorkPermit Area.
Appears in 1 contract
Samples: Revocable Permit Agreement
Hazardous Material. Contractor (i) Tenant shall not (either with or without negligence) cause or permit escape, disposal or release of any biologically active or other hazardous substances, or materials on the Premises except and unless such biologically active or other hazardous substances have been pretreated prior to disposal or release into the air or sewer in full compliance with all local, state, federal and regulatory laws, rules, regulations and orders but in all events no less than compliance with the highest standards prevailing in the industry for such release or disposal. Tenant shall not allow the storage or use of such substances or materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage and use of such substances or materials, nor allow to be brought into the Building in which the Premises any such materials or substances except to use in the ordinary course of Tenants business and then only after written notice to Landlord of the identity of such substance or materials. At the discretion of Landlord, written notice to Landlord of the identity of such hazardous materials or substances may be provided by delivery by Tenant to landlord copies of written records prepared by or for Tenant which adequately describe and identify such substance and material. Tenant shall not cause or permit any Hazardous Material (as defined belowhereinafter defined) to be locatedbrought upon, usedkept or used in or about the Premises by Tenant, incorporated into its agents, employees, contractors or invitees except the Work ordinary course of Tenants business and in compliance with all applicable, rules and regulations, ordinances and orders. Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or brought onto the Job Site losses (including without limitation, diminution in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity value of the Hazardous Material is specified Premises, damages for the loss or restriction on use in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, rentable or becomes aware usable space or of any incident involving Hazardous Material at amenity of the Job SitePremises, Contractor shall immediately stop damages arising from any adverse impact on marketing of space, any sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or after the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner lease term as a result of any notice Contractor receives concerning the presence or use of biologically active or Hazardous Material at Materials on the Job SitePremises during the lease term. Contractor shall be liable for all on and offThis indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-site disposal up, remedial, removal or transport restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material (and present in the soil or ground water on or under the Premises to the extent Tenant is responsible therefor. Without limiting the foregoing, if the presence of any Hazardous Material the Premises caused by Tenant results in any contamination of the Premises, Tenant shall sign promptly take all actions at its sole expense as are necessary to return the Premises to the conditions existing prior to the introduction of any manifest for such Hazardous Material to the transport or storage Premises; provided that Landlord's approval of such Hazardous Material)actions shall first be obtained, and for which approval shall not be unreasonably withheld so long as such actions would not potentially have any dischargematerial adverse long-term or short-term effect on the Premises. The foregoing indemnity shall survive the expiration or earlier termination of this Lease.
(ii) As used herein, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. term "Hazardous Material" shall mean means any hazardous or to substance, material or waste, including, but not limited to, those substances, materials, and wastes listed in the United States Department of Transportation Hazardous Materials Table (149 CFR 172.01) any Hazardous Material or by the Environmental Protection Agency as defined under hazardous substances pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation as amended (42 U.S.C. (S) 9601, et seq.), and Recovery Actany regulations promulgated pursuant thereto and amendments thereto, or such substances, materials and wastes that are or become regulated under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federallocal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the Work.federal law
Appears in 1 contract
Hazardous Material. Contractor shall not permit any Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the 3.5.1 A Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results material identified now or in liability to any person or entity from discharge of or exposure to such substance or matter the future as hazardous under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local law or regulation, or any other substance or material which may be considered hazardous or otherwise subject to statutory or regulatory requirements governing handling, disposal and/or clean-up. The Design-Builder shall not be obligated to commence or continue Work until all known or suspected Hazardous Material discovered at the Project site has been removed, rendered or determined to be harmless by the Owner as certified by an independent testing laboratory and approved by the appropriate government agency.
3.5.2 If after the commencement of the Work, known or suspected Hazardous Material is discovered at the Project, the Design-Builder shall be entitled to immediately stop Work in the affected area. The Design-Builder shall report the condition to the Owner and, if required, the government agency order with jurisdiction.
3.5.3 The Design-Builder shall not be required to perform any Work relating to or requirement in the area of Hazardous Material without written mutual agreement.
3.5.4 The Owner shall be responsible for removal, treatment or retaining an independent tasting laboratory to determine the nature of the material encountered and whether it is a Hazardous Material requiring corrective measures and/or remedial action. To Such measures shall be the sole responsibility of the Owner, and shaft be performed in a manner minimizing any adverse effect upon the Work of the Design-Builder. The Design-Builder shall resume Work in the area affected by any Hazardous Material only upon written agreement between the parties after the Hazardous Material has been removed or rendered harmless and only after approval, if necessary, of the governmental agency or agencies with jurisdiction.
3.5.5 If the Design-Builder incurs additional costs and/or is delayed due to the presence or remediation of Hazardous Material, the Design-Builder shall be entitled to an equitable adjustment in the Contract Price and/or the date of substantial Completion.
3.5.6 Provided the Design-Builder, its Subcontractors and Sub-subcontractors, and the agents, officers, directors and employees of each of them, have not, acting under their own authority, knowingly entered upon any portion of the Work containing Hazardous Materials, and to the extent permitted not caused by Lawthe negligent acts or omissions of the Design-Builder, its Subcontractors and Sub-subcontractors, and without in any way limiting any other indemnity obligation under this Agreementthe agents, Contractor officers, directors and employees of each of them, the Owner shall indemnifydefend, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) indemnify and hold Owner harmless the Design-Builder, its Subcontractors and their respective Sub-subcontractors, and the agents, officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors directors and assigns harmlessemployees of each of them, from and against any and all direct claims, damages, losses, costs or liabilities and expenses, including but not united to attorney’s fees, costs and expenses incurred in connection with any dispute resolution process, arising out of an incurred connection with removing or remediating relating to the performance of the Work in any area affected by Hazardous Material. To the fullest extent permitted by law, such indemnification shall apply regardless of the fault, negligence, breach of warranty or contract, or strict liability of the Owner.
3.5.7 Material Safety Data (MSD) sheets as required by law and pertaining to materials or substances used or consumed in the performance of the Work, whether obtained by the Design-Builder, Subcontractors, the Owner or Others, shall be maintained at the Project by the Design-Builder and made available to the Owner and Subcontractors.
3.5.8 During the Design-Builder’s performance of the Work, the Design-Builder shall be responsible for the proper handling of all materials including Hazardous Materials on or about brought to the Job Site or transported onWorksite by the Design-Builder. Upon the issuance of the Certificate of Substantial Completion, to, from or about the Job Site by Contractor. This indemnity Owner shall be effective during responsible under this Paragraph for materials and after substances brought to the site by the Design-Builder if such materials or substances are required by the Contract Documents.
3.5.9 The terms of this Paragraph 3.5 shall survive the completion of the WorkWork under this Agreement and/or any termination of this Agreement.
Appears in 1 contract
Hazardous Material. Contractor Tenant shall not permit use or allow another person or entity to use any part of the Premises for the storage, use, treatment, manufacture or sale of "Hazardous Material (Material," as that term is defined below) . Nothing herein, however, shall prohibit Tenant from using minimal quantities of cleaning fluid and office supplies which may constitute Hazardous Materials, but which are customarily present in premises devoted to be locatedoffice use, used, incorporated into the Work or brought onto the Job Site provided that such use is in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies compliance with all Laws and prudent business practices concerning applicable laws. As used herein, the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. term "Hazardous Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the state in which the Real Property is located or the United States Government. Landlord shall mean (1) provide Tenant with written notice of the presence of any Hazardous Material as defined under the Comprehensive Environmental Responseon, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Actunder, or under any applicable state or local Lawsabout the Premises. Landlord shall protect, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner harmless Tenant and their respective its directors, officers, directorsemployees, agents, employeesparents, representatives, shareholders, partners, affiliatessubsidiaries, successors and assigns harmlessfrom any loss, from damage, cost expense or liability (including reasonable attorneys’ fees and against any and all claims, losses, costs costs) directly or liabilities indirectly arising out of an incurred connection with removing or remediating any attributable to the Landlord’s use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of Hazardous Materials on Material on, under or about the Job Site Premises (or transported onoff-site on property owned or operated by Landlord that affects the Premises) including, towithout limitation, from the costs of any required or about the Job Site by Contractor. This indemnity shall be effective during and after completion necessary repairs, cleanup or detoxification of the WorkPremises or any part of the Project, and the preparation and implementation of any closure, remedial or other required plans. Rent shall xxxxx to the extent the presence of Hazardous Material or a violation of applicable environmental law (in either case not caused by Tenant, its employees, agents or contractors) materially interferes with Tenant’s use of the Premises. If interference with Xxxxxx’s use of the Premises continues for more than ninety (90) days, Tenant may terminate this Lease by giving Landlord notice of termination. If the presence of Hazardous Material or a violation of applicable environmental law (in either case not caused by Tenant, its employees, agents or contractors) creates an unacceptable risk to the health or safety of Tenant’s employees or invitees as determined in Tenant’s reasonable judgment, and the condition is not abated within thirty (30) days after Tenant notifies Landlord of the condition, Tenant may terminate this Lease.
Appears in 1 contract
Samples: Office Lease (Pc Mall Inc)
Hazardous Material. Contractor shall not permit (a) As used herein, the term "hazardous material" means any Hazardous Material hazardous or toxic substance, material or waste (as defined belowincluding, without limitation, asbestos) which, subsequent to Tenant taking possession of the Leased Premises, is determined by any state, federal or local governmental authority to be locatedcapable of posing a risk of injury to health, usedsafety or property and/or the use and/or disposal of which is regulated by any governmental authority. If the Leased Premises, incorporated into any equipment, trade fixtures or other mechanical apparatus therein contains any hazardous material (other than in accordance with and as permitted by applicable law), introduced by Tenant, its agents, contractors or employees, Landlord, at its election, shall have the Work or brought onto the Job Site in connection with the Work unless right to (i) absolutely necessary because no alternative is availablecause Tenant to remove and properly dispose of same, all at Tenant's sole cost and expense and in compliance with the provisions hereof, or (ii) perform the precise nature removal and quantity disposal thereof itself, in which event Tenant shall reimburse Landlord, on demand, for the cost incurred by Landlord in doing so and securing the certifications referred to below. Tenant shall not cause or permit any hazardous material to be brought upon, kept or used in or about the Leased Premises by Tenant, its agents, employees, contractors or invitees (other than in accordance with and as permitted by applicable law).
(b) If Landlord requires Tenant to remove the hazardous material introduced by Tenant, its agents, contractors or employees, Tenant shall retain the services of the Hazardous Material is specified an environmental engineer and a contractor, both of whom must be previously approved in writing by Landlord. Tenant shall submit to OwnerLandlord for approval the insurance certificates of Tenant's environmental engineer and contractor, (iii) a written removal plan and detailed plans and specifications which shall disclose, without limitation, the prior written approval of Owner dates on which such work is obtainedto be performed and the steps to be taken to protect the public, all public areas in the Center, and (iv) Contractor complies with all Laws the HVAC, water, sanitary and prudent business practices concerning storm systems from contamination during the Hazardous Material requiredremoval and disposal process. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work No work disclosed in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor removal plan shall be liable for commenced until Landlord has approved all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage aspects of such Hazardous Material), removal and disposal process and Tenant shall only perform such work in strict accordance with the process as approved by Landlord. Tenant shall close for any discharge, release, injury business while such work is being performed. Landlord reserves the right to any person, or injury or damage to any property resulting from use of Hazardous Material in monitor the performance of such work from time to time and, if Landlord believes that such work is being done in a manner which permits hazardous material to escape from the Work. Contractor shallLeased Premises or otherwise constitutes an unsafe condition, at Landlord's direction, Tenant shall immediately cease such work until such problem has been corrected to Landlord's satisfaction. Tenant shall replace any contaminated equipment or materials removed from the Leased Premises with new equipment or material performing the same function. If asbestos is removed from the premises, prior to replacing the asbestos with an approved fire retardant material, Tenant shall cause its expenseconsulting engineer to perform an air quality test in the Leased Premises and to certify the results thereof in a letter directed from such engineer to Landlord and Agent. Tenant shall not install such fire retardant or reopen for business, cause until the results of such air quality tests are accepted by Landlord. Tenant shall perform such further acts as may be required to make such results acceptable to Landlord. Upon Landlord's acceptance of the air quality test, Tenant shall install the fire retardant material and promptly reopen for business.
(c) If Landlord elects to perform the removal of the Hazardous Material hazardous material from the Leased Premises, Landlord shall so notify Tenant of Landlord's anticipated commencement date of such work and remedy Tenant shall close for business not later than such date and remain closed until notified by Landlord to reopen where upon Tenant shall promptly reopen for business. If Landlord performs such work it shall do so in compliance with all applicable codes, laws and governmental requirements. If directed to do so by Landlord, Tenant shall remove such of its goods, wares, personal property and trade fixtures as shall be required by Landlord for the completion of such work of Landlord, its contractors and subcontractors, and may relocate the same within the Demised Premises or elsewhere in the Center during the performance of such work. Neither Landlord, Agent nor their contractors or subcontractors shall be liable to Tenant in any associated problems regard for any damage to or loss of such items or for any other acts occurring in accordance with applicable Laws the Leased Premises during the performance of such work. Landlord warrants and prudent business practices. "Hazardous Material" shall mean represents that, to the best of its knowledge, as of the execution of this Lease, there exist no hazardous materials (1) any Hazardous Material as defined under herein) in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the WorkPremises.
Appears in 1 contract
Hazardous Material. Contractor LICENSOR hereby expressly acknowledges that LICENSEE intends to use the PREMISES for the purpose of conduction mining and/or mineral concentrating and processing operations (hereinafter collectively referred to as "Operations"). LICENSEE shall obtain, prior to engaging in Operations, such governmental approvals (including, but not permit any limited to, a closure or reclamation plan) as may be required under applicable laws. LICENSEE shall make available to LICENSOR copies of all approvals. In the course of conducting Operations it is expected that LICENSEE will us materials which may be considered "Hazardous Material (Materials" as defined below) below and which are authorized for use by appropriate permit or authorization. LICENSOR hereby expressly grants permission for LICENSEE to be located, used, incorporated into use such materials in the Work course of conduction Operations. If LICENSEE breaches its obligation as imposed by any permit or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtainedauthorization, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the unauthorized presence or use of Hazardous Material at on the Job Site. Contractor shall be liable for all on and off-site disposal or transport PREMISES results in contamination of the PREMISES, or, if any other damage to the PREMISES by Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material)occurs, and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor then LICENSEE shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) defend, save and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, LICENSOR harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses, and reasonable sums paid in settlement of claims, attorneys' fees, consultants' fees and expert fees which arise during or after the term hereof or any extension, as applicable, as a result of such contamination or otherwise as a result of the presence, use, generation, storage, release, threatened release, manufacture or disposal of Hazardous Material on the PREMISES or the transportation to or from the PREMISES of Hazardous Material. This indemnification of LICENSOR by LICENSEE includes, without limitation, costs or liabilities arising out of an incurred in connection with removing any investigation of site conditions or remediating any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Materials Material present in the soil or groundwater on or about under the Job Site PREMISES and shall continue in full force and effect in the event LICENSEE acquires the fee ownership of the PREMISES pursuant to Paragraph 10.4. In the event that LICENSEE shall fail to comply with any laws regulating Hazardous Material or transported onotherwise applicable in connection with LICENSEE'S use and operation of the PREMISES within ten (10) days after LICENSOR shall give LICENSEE written notice of such non-compliance, toor if such compliance within such period is not possible, from or about if LICENSEE shall not commence curing and diligently proceed to completion (but in any event LICENSEE shall complete such compliance when required by law), then LICENSOR may comply with the Job Site same on behalf of LICENSEE and all costs and expenses incurred by Contractor. This indemnity LICENSOR in complying with such laws shall be effective during deemed additional consideration under the Agreement and shall be payable to LICENSEE to LICENSOR within ten (10) days after completion of the WorkLICENSOR'S written demand therefor.
Appears in 1 contract
Samples: Minerals Exploration Agreement and Option to Lease or Purchase (Golden Queen Mining Co LTD)
Hazardous Material. Contractor shall Tenant covenants not permit to introduce any Hazardous Material (as defined below) to be located, used, incorporated into the Work hazardous or brought toxic materials onto the Job Site in connection with the Work unless premises without (i) absolutely necessary because no alternative is available, first obtaining Landlord’s written consent and (ii) complying with all applicable federal, state and local laws or ordinances pertaining to the precise nature and quantity transportation, storage, use or disposal of such materials, including but not limited to obtaining proper permits. If Tenant’s transportation, storage, use or disposal of hazardous or toxic materials on the premises results in (i) contamination of the Hazardous Material is specified soil or surface or ground water or (ii) loss or damage to person(s) or property, then Tenant agrees to respond in writing accordance with the following paragraph. Tenant agrees (i) to Ownernotify Landlord immediately of any contamination, claim of contamination, loss or damage; (ii) after consultation and approval by Landlord to clean up the contamination in full compliance with all applicable statutes, regulations and standards; and (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, Landlord harmless from and against any and all claims, lossessuits, causes of action, costs and fees, including attorney’s fees, arising from or liabilities arising out connected with any such contamination, claim of an incurred connection with removing contamination, loss or remediating damage. This provision shall survive termination of this lease. Notwithstanding anything contained herein to the contrary, Landlord agrees, as to any Hazardous Materials on or about Substances existing at the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion Premises as of the WorkCommencement Date (the “Commencement Date Hazardous Substances”) or first introduced or otherwise brought to the Premises by Landlord or its contractors, agents or employees after the Commencement Date (the “Post Commencement Date Hazardous Substances”), to remove or otherwise remediate such Hazardous Substances if and to the extent required by Environmental Law as existing on the Commencement Date (i.e., as it relates to the Commencement Date Hazardous Substances) or as of the date so introduced by Landlord or its contractors, agents or employees (i.e., as it relates to the Post Commencement Date Hazardous Substances), as the case may be, at Landlord’s sole cost and expense. Landlord shall restore, at its sole cost and expense any damage caused to the premises as a result of such access, removal or remediation by Landlord under this Section. In any entry into the premises under this Section, Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s business operations therefrom. Prior to the commencement date Landlord will hire an environmental firm to perform a Phase I review of the premises. A copy of this report will be provided to Tenant.
Appears in 1 contract
Samples: Lease Agreement (Power Solutions International, Inc.)
Hazardous Material. Contractor SUB-LICENSEE shall not permit cause, nor shall SUB-LICENSEE allow any of its Agents or Invitees (as such terms are defined below) to cause, any Hazardous Material (as defined below) to be locatedbrought upon, kept, used, incorporated into stored, generated, released or disposed of in, on, under or about the Work Property or brought onto Garage, or transported to, from or over the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is availableProperty or Garage. SUB-LICENSEE shall immediately notify CITY and COUNTY when SUB-LICENSEE learns of, (ii) the precise nature and quantity or has reason to believe that, a release of the Hazardous Material is specified has occurred in, on, under or about the Property or Garage. SUB-LICENSEE shall further comply with all Laws (as defined in writing Section 18 below), edicts and the like requiring notice of such releases or threatened releases to Owner, (iii) the prior written approval of Owner is obtainedgovernmental agencies, and (iv) Contractor complies shall take all action necessary or desirable to mitigate the release or minimize the spread of contamination. In the event that SUB-LICENSEE or its Agents or Invitees cause a release of Hazardous Material, SUB-LICENSEE shall, without cost to CITY or COUNTY and in accordance with all Laws and prudent business practices concerning using the Hazardous Material requiredhighest and best technology available, promptly return the Property, including Garage, to the condition immediately prior to the release. If Contractor encounters In connection therewith, SUB-LICENSEE shall afford. CITY and COUNTY a full opportunity to negotiate and participate in any material it reasonably believes to be discussion with governmental agencies and environmental consultants regarding any settlement agreement, cleanup or abatement agreement, consent decree or other compromise proceeding involving Hazardous Material, and any other abatement or becomes aware clean-up plan, strategy and procedure. For purposes hereof, “Hazardous Material” means material that, because of its quantity, concentration or physical or chemical characteristics, is at any incident involving time now or hereafter deemed by any federal, state or local governmental authority to pose a present or potential hazard to public health, welfare or the environment. Hazardous Material at includes, without limitation, the Job Sitefollowing: any material or substance defined as a “hazardous substance, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same pollutant or contaminant” pursuant to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Actas amended, 42 U.S.C. Sections 9601 et seq., or under pursuant to Section 25316 of the California Health & Safety Code or any applicable state other federal, state, or local LawsLaw; a “hazardous waste” listed pursuant to Section 25140 of the California Health & Safety Code; any asbestos and asbestos containing materials whether or not such materials are part of the Property or Garage or are naturally occurring substances in the Property; and any petroleum, (2) including, without limitation, crude oil or any substance fraction thereof, natural gas or matter that results in liability to any person or entity natural gas liquids, provided, the foregoing shall not prohibit SUB-LICENSEE from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmlesstraversing to, from and against across the Property, including the Garage, in standard motor vehicles. The term “release” or “threatened release” when used with respect to Hazardous Material shall include any and all claimsactual or imminent spilling, lossesleaking, costs pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on disposing in, on, under or about the Job Site Property or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the WorkGarage.
Appears in 1 contract
Samples: Sub License Agreement
Hazardous Material. Contractor shall not permit any Hazardous Material (as defined below) to be located, used, incorporated into Through the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is availableterm of this agreement, (iiBuilder) shall prevent the precise nature and quantity of the Hazardous Material is specified in writing to Ownerpresence, (iii) the prior written approval of Owner is obtaineduse, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any dischargegeneration, release, injury discharge, storage, disposal, or transportation of any Hazardous Materials (as hereinafter defined) on, under, in above, to or from the Premises other than in strict compliance with all applicable federal, state, and local laws, rules, regulations and orders. For the purposes of this provision, the term “Hazardous Materials” shall mean and refer to any personwastes, materials, or injury other substances of any kind or character that are or become regulated as hazardous or toxic waste of substances, or which require special handling or treatment, under any applicable local, state, or federal law, rule, regulation or order. Builder shall indemnify, defend, and hold harmless from and against:
a. any loss, cost, expense, claim, or liability arising out of any investigation, monitoring, clean-up, containment, removal, storage, or restoration work (herein referred to as "Remedial Work") required by or incurred by Owner or any other person or party in a reasonable belief that such Remedial Work is required by any applicable federal, state, or local law, rule, regulation or order. or by any governmental agency, authority, or political subdivision having jurisdiction over the Premises, and
b. Any claims of third parties for loss, injury, expense, or damage to any property resulting from use of Hazardous Material in the performance arising out of the Workpresence, release, or discharge of any Hazardous Materials on, under, in, above, to, or from the Premises. Contractor shallln the event any Remedial Work is so required under any applicable federal, at its expensestate, or local law, rule, regulation or order, Builder shall promptly perform or cause to be performed such Remedial Work in compliance with such law, rule, regulation, or order. In the event Builder shall fail to commence the Remedial Work in a timely fashion or shall fail to prosecute diligently the Remedial Work to completion, Owner may, but shall not be obligated to, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability Remedial Work to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon materialbe performed, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement Xxxxxxxxxxx shall promptly reimburse owner for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the Workexpense thereof upon demand.
Appears in 1 contract
Samples: Indemnification, Release, and Waiver of Liability Agreement
Hazardous Material. Contractor (a) In connection with Tenant’s use of the Premises, Tenant shall only use Hazardous Materials of the kind and in amounts and in the manner customarily found and used in premises used for the Permitted Uses and to maintain and operate the equipment and machines located in the Premises. Without limiting the foregoing, Tenant shall be permitted to use, handle and store Hazardous Materials of the types listed on Schedule 5.1.14 hereof, attached hereto and made a part hereof, in amounts commercially reasonable for Tenant’s Permitted Use. Subject to Landlord’s prior written approval, not to be unreasonably withheld, Schedule 5.1.14 may be updated by Tenant from time to time during the Term. Tenant shall not permit use, store, handle, treat, transport, release, or dispose of any other Hazardous Materials (other than as listed on Schedule 5.1.14, as the same may be updated from time to time as provided in the preceding sentence) on or about the Premises or the Building or Land without Landlord’s prior written consent, which Landlord may withhold or condition in Landlord’s sole discretion. Any handling, treatment, transportation, storage, disposal, or use of Hazardous Materials by Tenant in or about the Premises, the Building, or the Land, shall comply with Landlord’s procedures and all applicable Legal Requirements. Tenant shall, within ten Business Days of Landlord’s written request therefore, disclose in writing all Hazardous Materials that are being used by Tenant in the Premises, the nature of such use, and the manner of storage and disposal. Tenant has a duty at its cost to correct any practice and remediate any condition occurring in the Premises after the Lease Commencement Date that is in violation of Environmental Laws, except where caused by negligence or willful misconduct of Landlord, its employees, agents, contractors or invitees.
(b) Tenant shall indemnify, defend with counsel reasonably acceptable to Landlord, and hold Landlord harmless from and against, any liabilities, losses, claims, damages, interest, penalties, fines, reasonable attorney’s fees, investigation and remediation costs, and other costs that result from the use, storage, handling, treatment, transportation, release, threat of release or disposal of Hazardous Materials in or about the Premises, the Building, or the Land in violation of the Environmental Law by Tenant or Tenant’s agents, employees, contractors, or invitees, except to the extent caused by any act or omission of Landlord, its agents, employees, contractors, or invitees and the provisions of this sentence shall survive the expiration or earlier termination of this Lease for the longest period permitted by law.
(c) Tenant shall immediately notify Landlord whenever Tenant discovers that there has been a release, threat of release, or spill of Hazardous Materials in or about the Premises, the Building, or the Land or the occurrence of a violation of Environmental Laws. Tenant shall give notice to Landlord as soon as reasonably practicable of any communication received by Tenant from any Governmental Authority concerning Hazardous Materials that relates to the Premises, the Building, or the Land.
(d) Without imposing any duty on Landlord, Landlord reserves the right to inspect (and cause its representatives and consultants to inspect) from time to time the Premises to determine the existence of any release or threat of release of Hazardous Material in or about the Premises, the Building, or the Land and Tenant’s compliance with Environmental Laws. Tenant will cooperate with Landlord (as defined belowand Landlord’s representatives and consultants) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless inspection, and will pay for the cost of the inspection if the inspection reveals any (i) absolutely necessary because no alternative is availablereportable spills, (ii) the precise nature releases, or threats of release as a result of Tenant’s use and quantity occupancy of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, Premises or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence otherwise caused by Tenant or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representativescontractors, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out invitees or (ii) violations of an incurred connection with removing Environmental Law (whether or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site not required to be reported by Contractor. This indemnity shall be effective during an Environmental Law) occurring as a result of Tenant’s use and after completion occupancy of the WorkPremises or otherwise occurring within the Premises or otherwise caused by Tenant or its agents, employees, contractors, or invitees, that were not previously disclosed by Tenant to Landlord.
Appears in 1 contract
Hazardous Material. Contractor (a) The Borrower shall not permit comply with or cause compliance with all applicable Environmental Laws, shall pay or cause to be paid when due the costs of removal of any Hazardous Material (as defined below) and the costs of compliance with applicable Environmental Laws, and shall keep the Site or cause the Site to be locatedkept free of any Lien imposed pursuant to such Environmental Laws. In the event the Borrower fails to do so, used, incorporated into after notice to the Work or brought onto Borrower and the Job Site in connection with expiration of the Work unless earlier of (i) absolutely necessary because no alternative is available30 days following such notice, or (ii) the precise nature and quantity cure period permitted under the applicable Environmental Law, the Agent may declare such failure an Event of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, Default or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material from the Site and remedy any associated problems in accordance the cost of such removal (with applicable Laws interest) shall immediately be due from the Borrower to the Agent and prudent business practicesthe same shall be added to the Term Loans. "Hazardous Material" shall mean (1) The Borrower agrees not to release or dispose of any Hazardous Material as defined at the Project except in compliance with all applicable Environmental Laws. In addition, the Borrower agrees not to allow the manufacture, storage, transmission, presence or disposal of any Hazardous Material over, upon or under the Comprehensive Site in violation of applicable Environmental ResponseLaws. The Agent shall have the right at any time to conduct an environmental audit of the Site and the Borrower shall cooperate in the conduct of such environmental audit. The Borrower shall give the Agent and its agents and employees access to the Site to remove Hazardous Material which is stored, Compensation disposed of or otherwise present at the Site in violation of applicable Environmental Laws and Liability Act of 1980the Borrower agrees to execute a manifest to enable the Agent to do so and in the event the Borrower fails to execute such manifest, the Resource Conservation Borrower hereby appoints the Agent as its attorney-in-fact to execute such manifest. The Borrower agrees to deliver to the Agent copies of all material correspondence and Recovery Actnotices to or from any agency, official or under any applicable state or local other third party regarding Hazardous Materials and/or Environmental Laws. The Borrower agrees to defend, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) indemnify and hold Owner the Agent and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors each other Financing Party free and assigns harmless, harmless from and against all liability, loss, costs, damage and expense (including attorneys' fees and expenses and consequential damages) the Agent or the other Financing Parties may sustain by reason of (A) the imposition or recording of a Lien by any Governmental Authority pursuant to any Environmental Law; (B) claims of any Governmental Authority or private parties regarding violations of Environmental Laws; (C) costs and all claimsexpenses (including, losseswithout limitation, attorneys' fees and expenses and fees incidental to the securing of repayment of such costs and expenses) incurred by Borrower, the Agent or liabilities arising out of an incurred any other Financing Party in connection with removing the removal of any such Lien, or remediating removal of any Hazardous Materials on Material or about in connection with the Job Site Borrower's, the Agent's or transported on, to, from any other Financing Party's compliance with any Environmental Laws; and (D) the assertion against the Agent or about the Job Site any other Financing Party by Contractor. This indemnity any party of any claim in connection with Hazardous Material.
(b) The foregoing indemnification shall be effective during and after completion a recourse obligation of the WorkBorrower and shall survive repayment of the Loans.
Appears in 1 contract
Hazardous Material. Contractor shall not permit any Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the 3.4.1 A Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results material identified now or in liability to any person or entity from discharge of or exposure to such substance or matter the future as hazardous under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local law or regulation, or any other substance or material which may be considered hazardous or otherwise subject to statutory or regulatory requirements governing handling, disposal and/or clean-up. The Contractor shall not be obligated to commence or continue Work until any known or suspected Hazardous Material discovered at the Project site has been removed, rendered or determined to be harmless by the Owner as certified by an independent testing laboratory and approved by the appropriate government agency.
3.4.2 If after the commencement of the Work, known or suspected Hazardous Material is discovered at the Project site, the Contractor shall be entitled to immediately stop Work in the affected area, and the Contractor shall report the condition to the Owner and, if required, the government agency order with jurisdiction.
3.4.3 The Contractor shall not be required to perform any Work relating to or requirement in the area of known or suspected Hazardous Material without written mutual agreement.
3.4.4 The Owner shall be responsible for removal, treatment or retaining an independent testing laboratory to determine the nature of the material encountered and whether it is a Hazardous Material requiring corrective measures and/or remedial action. Such measures shall be the sole responsibility of the Owner, and shall be performed in a manner minimizing any adverse effect upon the Work of the Contractor. The Contractor shall resume Work in the area affected by any Hazardous Material only upon written agreement between the parties after the Hazardous Material has been removed or rendered harmless.
3.4.5 If the Contractor incurs additional costs and/or is delayed due to the presence of known or suspected Hazardous Material, the Contractor shall be entitled to an equitable adjustment in the GMP and/or the date of Substantial Completion.
3.4.6 To the fullest extent permitted by Lawlaw, the Owner shall defend, indemnify and hold harmless the Contractor, Architect/Engineer, Subcontractors and Subsubcontractors, and without in any way limiting any other indemnity obligation under this Agreementthe agents, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors directors and assigns harmlessemployees of each of them, from and against any and all claims, damages, losses, costs and expenses, whether direct, indirect or liabilities consequential, including but not limited to attorney's fees, costs and expenses incurred in connection with litigation or arbitration, arising out of an incurred connection with removing or remediating relating to the performance of the Work in any area affected by Hazardous Materials on Material. To the fullest extent permitted by law, such indemnification shall apply regardless of the fault, negligence, breach of warranty or about contract, or strict liability of the Job Site or transported on, to, from or about indemnitee.
3.4.7 The terms of this Paragraph 3.4 shall survive the Job Site by Contractor. This indemnity shall be effective during and after completion of the WorkWork under this Agreement and/or any termination of this Agreement.
Appears in 1 contract
Hazardous Material. Contractor shall not permit any Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is availableAs used herein, the term “Hazardous Material” means (iia) any “hazardous waste” as defined by the precise nature Resource Conservation and quantity Recovery Act of the Hazardous Material is specified in writing 1976, as amended from time to Owner, (iii) the prior written approval of Owner is obtainedtime, and regulations promulgated thereunder; or (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1b) any Hazardous Material “hazardous substance” as defined under by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation as amended from time to time, and Recovery Act, regulations promulgated thereunder; or under any applicable state or local Laws, (2c) any substance that is or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to regulated by any federal, state or local agency order governmental authority as a hazardous or requirement for removaltoxic substance; any of which is brought upon, treatment kept or remedial action. To stored upon the extent permitted Premises by LawLessee.
(ii) Lessee shall not cause or permit any Hazardous Material to be brought upon, and without kept or used in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, or about the Premises by its agents, employees, representativescontractors or invitees, shareholdersexcept for such Hazardous Material as is used or consumed in Lessee’s business and/or is necessary for the manufacture of Lessee’s products.
(iii) Any Hazardous Materials permitted on the Premises as provided herein and all containers therefor, partnersshall be used, affiliateskept, successors stored and assigns harmlessdisposed of in a manner that complies with all federal, state and local laws or regulations applicable to such Hazardous Material.
(iv) Lessee hereby agrees that it shall be fully liable for all costs and expenses related to the use, storage and disposal of Hazardous Material kept on the Premises by the Lessee, and the Lessee shall give notice to the Lessor of any violation of the provisions of this Section or of any citation or notice received by Lessee from any federal, state or local authority. After the Acceptance Date Lessee shall defend, indemnify and hold harmless Lessor and its agents, from and against any and all claims, lossesdemands, penalties, fines, liabilities, settlements, damages, costs or liabilities expenses (including, without limitation, attorneys’ fees, court costs and litigation expenses) of whatever kind or nature, arising out of an incurred connection with removing or remediating in any way related to (a) the presence, disposal, release or threatened release of any such Hazardous Materials on or about the Job Site or transported Material that is on, to, from or about affecting the Job Site by Contractor. This indemnity soil, water, vegetation, buildings, personal property, persons, animals or otherwise which Hazardous Material was not present on the Premises prior to the Acceptance Date; (b) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to that Hazardous Material not present on the Premises prior to the Acceptance Date; (c) any lawsuit brought or threatened, or government order relating to that Hazardous Material not present on the Premises prior to the Acceptance Date; or (d) any violation of any laws applicable thereto.
(v) In consideration of Lessee’s agreements relating to Hazardous Material as set forth above, Lessor warrants and agrees that upon transfer of possession of the Premises to Lessee, the Premises shall be effective during free of any and after completion all Hazardous Material. Lessee shall have thirty (30) days from the Acceptance Date to conduct studies and tests for Hazardous Material on the Premises. In the event any such Hazardous Material is identified on the Premises, Lessee shall so notify Lessor within forty (40) business days of the WorkAcceptance Date. Lessor agrees to defend, indemnify and hold harmless Lessee on the same basis as Lessee with respect to any pre-existing Hazardous Material.
(vi) Lessee’s and Lessor’s agreements relating to Hazardous Materials shall survive termination of this Lease Agreement.
Appears in 1 contract
Hazardous Material. Contractor Subcontractor shall not permit any Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i1) absolutely necessary because no alternative is available, (ii2) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, Builder and (iii3) the prior written approval of Owner Builder is obtained, and (iv4) Contractor Subcontractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor Subcontractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor Subcontractor shall immediately stop the Work in the area so affected and shall immediately report the same to OwnerBuilder. Contractor Subcontractor shall also immediately notify Owner Builder of any notice Contractor Subcontractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor Subcontractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Subcontractor introduced Hazardous Material in the performance of the Work. Contractor Subcontractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "“Hazardous Material" ” shall mean any substance known or believed to involve health risks and shall include but not be limited to (1) any Hazardous Material explosives, radioactive materials, wastes or substances, (2) any substance defined as defined under "hazardous substances," "hazardous wastes," "extremely hazardous waste," "hazardous materials," or "toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Actas amended, or under any applicable state or local Laws42 U.S.C. Sec. 9601, et seq., (23) any “Hazardous Material” as defined in the California Health and Safety Code, (4) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (35) pesticides, asbestosasbestos containing material, formaldehyde, polychlorinated biphenylbiphenyls, solvents, petroleum and motor fuel hydrocarbon material, and (46) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the Work.
Appears in 1 contract
Samples: Master Subcontract Agreement
Hazardous Material. Contractor a. A & A Farming shall not cause or permit any Hazardous Material (as defined below) to be locatedbrought upon, usedkept, incorporated into or used in or about the Work Property by A & A Farming, its agents, employees, contractors, or brought onto invitees without the Job Site in connection with the Work unless prior written consent of Greeley (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the which Greeley shall not unreasonably withhold consent so long as A & A Farming demonstrates to Greeley’s reasonable satisfaction that such Hazardous Material is specified in writing necessary to Owner, (iii) use of the prior written approval of Owner is obtainedProperty for grazing or farming purposes, and (iv) Contractor will be used, kept, and stored in a manner that complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters laws regulating any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person.
b. If A & A Farming breaches the obligations stated herein, or injury or damage to any property resulting from use if the presence of Hazardous Material on the Property caused or permitted by A &A Farming results in contamination of the Property, or if contamination of the Property by Hazardous Material otherwise occurs for which A &A Farming is legally liable to Greeley for damage resulting therefrom, then A &A Farming and its agents, employees, contractors, and invitees shall indemnify, defend, and hold Greeley harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses which arise during or after the lease term as a result of such contamination. This indemnification of Greeley includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material present in the performance soil or groundwater on or under the Property.
c. Without limiting the foregoing, if the presence of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material on the Property caused or permitted by A & A Farming results in any contamination of the Property, A & A Farming shall promptly take all actions at its sole expense as defined under are necessary to return the Comprehensive Environmental ResponseProperty to the condition existing prior to the introduction of any such Hazardous Material to the Property; provided that Xxxxxxx’x approval of such actions shall first be obtained, Compensation and Liability Act of 1980which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse effect on the Property.
d. As used herein, the term “Hazardous Material” means any hazardous or toxic substance, material, or waste which is or becomes regulated by any local governmental authority, the State of Colorado, or the United States Government. The term “Hazardous Material” includes, without limitation, any material or substance that is (i) defined as a “hazardous substance” under appropriate state law provisions; (ii) petroleum; (iii) asbestos; (iv) designated as a “hazardous substance” pursuant to the Federal Water Pollution Control Act, 33 U.S.C. § 1321; (v) defined as a “hazardous waste” pursuant to the Federal Resource Conservation and Recovery Act, or under any applicable state or local Laws42 U.S.C. § 6903; (vi) defined as a “hazardous substance” pursuant to the Comprehensive Environmental Response, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon materialCompensation, and Liability Act, 42 U.S.C. § 9601; or (4vii) any other substance or matter that becomes subject defined as a “regulated substance” pursuant to any federalthe Solid Waste Disposal Act (Regulation of Underground Storage Tanks), state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the Work42 U.S.C. § 6991.
Appears in 1 contract
Samples: Grazing and Farm Lease Agreement
Hazardous Material. Contractor Without limitation of the foregoing, each SOW assumes that Provider may install the ECMs and perform any services without encountering or disturbing asbestos, lead paint or other hazardous materials (collectively, “Hazardous Material”), and without being required to perform any abatement or provide any notice or take any other action with respect thereto. Customer hereby represents and warrants to Provider that, to the best of Customer’s knowledge and belief, there is no Hazardous Material in any area wherein Provider shall not permit be installing ECMs and performing Provider’s Services hereunder. In the event that Provider: (A) encounters any or suspects that it has encountered Hazardous Material (as defined below) to be locatedincluding friable or non-friable asbestos), used, incorporated into which is in the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is availableimmediate vicinity of Provider’s work, (iiB) determines or suspect that Provider’s work may result in the precise nature and quantity disturbance of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware (C) reasonably believes that the presence of any incident involving Hazardous Material at the Job Sitewill impede Provider’s work, Contractor Provider (x) shall immediately stop the Work in the area so affected and shall immediately report notify Customer of the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor Customer shall, at its expensecost, (i) cause the removal of the Hazardous Material to be promptly and remedy any associated problems properly removed, enclosed, encapsulated or otherwise abated in accordance with all applicable Laws laws, regulations and prudent business practices. "Hazardous Material" shall mean guidelines, and/or (1ii) any provide written test reports showing that the Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any in such area has been properly remediated in accordance with all applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure laws. Prior to such substance remediation and/or receipt of such relevant test reports, Provider may demobilize and cease construction in the area affected by the presence of such Hazardous Materials. In the event that Customer does not promptly take such remedial actions, Provider may, at its option, either remove the affected area from the SOW (and make commensurate adjustments to the rights and obligations of the Parties consistent with clause A. above) or matter under any statutory or common law theory, terminate the affected SOW in its entirety on thirty (330) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject days’ prior written notice to any federal, state or local agency order or requirement for removal, treatment or remedial actionCustomer. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity Customer shall be effective during and after completion responsible for all costs (including applicable Early Termination Cost) incurred by Provider that relate to the presence of the WorkHazardous Materials.
Appears in 1 contract
Hazardous Material. Contractor Borrower hereby represents and warrants that to the best knowledge of the Borrower, no other person has ever caused or permitted any Hazardous Material to be placed, held, located or disposed of, on, under or at any premises where Borrower conducts its operations, and neither the Collateral, or any part thereof has ever been used (whether by Borrower or, to the best knowledge of Borrower, by any other person) as a dump site or storage (whether permanent or temporary) site for any Hazardous Material. Borrower shall not cause or permit any Hazardous Material (as defined below) to be locatedplaced, usedheld, incorporated into located or disposed of, on, under or at any premises where Borrower conducts its operations or any part thereof, except as necessary in the Work or brought onto ordinary conduct of its business, in such amounts that would not be likely to have a Material Adverse Effect. For the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be purposes hereof “Hazardous Material” means and includes any hazardous, toxic or becomes aware of any incident involving Hazardous Material at the Job Sitedangerous waste, Contractor shall immediately stop the Work substance or material defined as such in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence (or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1purposes of) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act, any so-called “Superfund” or under any applicable state “Superlien” law, or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency statute, law, ordinance, code, rule, regulation, order or requirement for removaldecree regulating, treatment relating to or remedial actionimposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or any time hereinafter in effect. To Borrower further represents and warrants that Borrower, to the extent best knowledge of Borrower, no other Person, has ever caused or permitted any asbestos to be located on any of the property owned or leased by LawBorrower. Lender shall have the right but not the obligation to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials claims and to have its reasonable attorney’s and consultant’s fees in connection therewith paid by Borrower upon demand. Borrower shall be solely responsible for, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) indemnify and hold Owner and their respective officersharmless Lender, its directors, agentsofficers, employees, representatives, shareholders, partners, affiliatesagents, successors and assigns harmless, from and against against, any and all claimsloss, lossesdamage, costs cost, expense or liabilities liability arising out of an incurred connection with removing or remediating any attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence (whether prior to or during the term of the Loan) of Hazardous Materials on on, under or about the Job Site any property owned or transported onleased by Borrower (whether by Borrower or a predecessor in title or any employees, toagents, from contractors or about subcontractors of Borrower or any predecessor in title or any third persons at any time occupying or present on such property), including, without limitation: (a) all foreseeable consequential damages; (b) all asbestos abatement costs; (c) the Job Site costs of any required or necessary repair, cleanup or detoxification of property, including the soil and ground water thereof, and the preparation and implementation of any closure, remedial or other required plans; (d) damage to any natural resources; and (e) all reasonable costs and expenses incurred by ContractorLender in connection with clauses (a), (b), (c) and (d), including but not limited to reasonable attorney’s and consultant’s fees. This indemnity Any costs or expenses incurred by Lender for which Borrower is responsible or for which Borrower has indemnified Lender shall be effective during paid to Lender within ten (10) days after demand, and after completion failing prompt reimbursement, shall be added to the Indebtedness secured by the Collateral and earn interest at the Default Rate until paid in full. The provisions of this paragraph shall survive (i) the repayment of the WorkNote and the termination of Lender’s security interests of record; and (ii) any sale of the Collateral or Borrower’s other properties.
Appears in 1 contract
Samples: Loan Agreement (National American University Holdings, Inc.)
Hazardous Material. Contractor (i) Except with respect to those matters which would not reasonably be expected to have a Material Adverse Effect, Mortgagor holds all Permits required to permit Mortgagor to conduct its business in the manner now conducted and none of the Mortgagor's operations are being conducted in a manner that violates in any material respect the terms and conditions under which any such Permit was granted, including without limitation,
(ii) Except as set forth in the Term Loan Agreement, there are no material claims, actions, suits, proceedings or investigations pending or to the knowledge of Mortgagor, threatened, before any Governmental Authority or before any arbitrator brought by or against Mortgagor or with respect to any of the Mortgaged Property the basis of which is any Environmental Law.
(iii) Mortgagor shall (or shall cause other parties obligated to do so under contract or indemnity to) (A) take all commercially reasonable actions to comply with any and all applicable present and future Environmental Laws relating to the Chlor Alkali Plant; (B) pay in a timely fashion the cost of any removal, response measure or corrective action relating to any Hazardous Materials required by any Environmental Law or any order, regulation, consent decree or similar agreement or instrument and keep the Mortgaged Property free of any Lien imposed pursuant to any Environmental Law; (C) take all commercially reasonable actions to not permit release, discharge or dispose of any Hazardous Materials on, under or from the Mortgaged Property in violation of any Environmental Law; (D) apply any insurance proceeds or other sums received by it in respect of the removal of any Hazardous Material or any other corrective action relating to any Hazardous Material to such removal or corrective action; and (as defined belowE) not take, or fail to be located, used, incorporated into the Work take any action with respect to any Environmental Laws or brought onto the Job Site in connection with any Hazardous Materials that could reasonably be expected to result in the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware incurrence of any incident involving Hazardous Material at obligation or liability of any Secured Party. During the Job Sitecontinuance of an Event of Default, Contractor shall immediately stop the Work in the area so affected and shall immediately report event Mortgagor fails to comply with the same covenants in the preceding sentence, Mortgagee may (upon receipt of an indemnity satisfactory to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous MaterialMortgagee), and for any discharge, release, injury in addition to any personother remedies set forth herein, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shallbut shall not be obligated to, as trustee for and at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at ContractorMortgagor's sole cost and with legal counsel acceptable expense cause to Owner) be taken, any remediation, removal, response or corrective action relating to Hazardous Materials that is required by Environmental Law and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, is not being done or contested by Mortgagor. Any costs or liabilities arising out of an expenses incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity Mortgagee for such purpose shall be effective during immediately due and after completion of the Work.payable by Mortgagor and shall bear interest
Appears in 1 contract
Hazardous Material. Contractor shall not permit any Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) Unless Tenant obtains the prior written approval consent of Owner is obtainedLandlord, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous MaterialTenant shall not create, generate, use, bring, allow, emit, dispose, or becomes aware of permit on the Premises, Building or Project any incident involving Hazardous Material at the Job Sitetoxic or hazardous gaseous, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any personliquid, or injury solid material or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Actwaste, or under any other hazardous material defined or listed in any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order law, rule, regulation or requirement for removalordinance. If Landlord grants its consent, treatment Tenant shall comply with all applicable laws with respect to such hazardous material, including all laws affecting the use, storage and disposal thereof. If the presence of any hazardous material brought to the Premises, Building or Project by Tenant or Tenant’s employees, agent or contractors results in contamination, Tenant shall promptly take all actions necessary, at Tenant’s sole cost and expense, to remediate the contamination and restore the Premises, Building or Project to the condition that existed before introduction of such hazardous material. Tenant shall first obtain Landlord’s approval of the proposed remedial actionaction and shall keep Landlord informed during the process of remediation. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor Tenant shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, Landlord harmless from and against any and all claims, lossesliabilities, costs or liabilities expenses incurred or suffered by Landlord arising out from such bringing, allowing, using, permitting, generating, creating, emitting, or disposing of toxic or hazardous material whether or not consent to same has been granted by Landlord. Tenant’s duty to defend, hold harmless and indemnify Landlord hereunder shall survive the expiration or termination of this Lease. The consent requirement contained herein shall not apply to ordinary office products that may contain de minimis quantities of hazardous material; however, Tenant’s indemnification obligations are not diminished with respect to the presence of such products. Tenant acknowledges that Tenant has an incurred connection with removing affirmative duty to immediately notify Landlord of any release or remediating any Hazardous Materials suspected release of hazardous material in the Premises or on or about the Job Site or transported onProject. Medical waste and any other waste, tothe removal of which is regulated, from or about the Job Site by Contractor. This indemnity shall be effective during contracted for and after completion disposed of by Tenant, at Tenant’s expense, in accordance with all applicable laws and regulations. No material shall be placed in Project trash boxes, receptacles or Common Areas if the Workmaterial is of such a nature that it cannot be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the State without being in violation of any law or ordinance.
Appears in 1 contract
Samples: Lease Agreement (Integrated Alarm Services Group Inc)
Hazardous Material. Contractor shall not permit (a) Neither Mortgagor nor, to the current actual knowledge of Mortgagor, any other person has ever caused or permitted any Hazardous Material (as defined below) to be locatedplaced, usedheld, incorporated into located or disposed of on, under or at the Work Premises, or brought onto any part thereof except in compliance with applicable laws, and the Job Premises has never been used (whether by Mortgagor or, to the current actual knowledge of Mortgagor, by any other person, including any tenant) as a dump site or storage (whether permanent or temporary) site for any Hazardous Material except in compliance with applicable laws.
(b) Mortgagor represents that (i) to the best of Mortgagor's knowledge, without independent inquiry, and except as otherwise may be provided in that certain Phase I Environmental Site Assessment dated March 11, 2004 prepared by LCS, Inc., the Premises is free of all Hazardous Material except as such is in compliance with applicable environmental laws and (ii) the Premises has not been adversely affected by any Hazardous Material or is in violation of any applicable Legal Requirement of any Governmental Authority regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Material.
(c) Mortgagor shall comply with any and all applicable Legal Requirements governing the discharge and removal of Hazardous Material, shall pay immediately when due the costs of removal of any Hazardous Material causing a violation of applicable law, and shall keep the Premises free of any lien imposed pursuant to such Legal Requirements. In the event Mortgagor fails to do so, after notice to Mortgagor and the expiration of the earlier of (i) applicable cure periods hereunder, or (ii) the cure period permitted under the applicable Legal Requirement, Mortgagee may declare such failure an Event of Default and cause the Premises to comply with applicable laws and the cost of causing such compliance with interest at the Default Rate, shall immediately be due from Mortgagor to Mortgagee. In addition, Mortgagor agrees not to allow the manufacture, storage, transmission, presence or disposal of any Hazardous Material over or upon the Premises except in accordance with applicable environmental laws. Mortgagee shall have the right at any time to conduct an environmental audit of the Premises and Mortgagor shall cooperate in the conduct of such environmental audit. Mortgagor shall give Mortgagee and its agents and employees access to the Premises to perform a response action to remove Hazardous Material causing a violation of applicable law. Mortgagor agrees to defend, indemnify and hold Mortgagee free and harmless from and against all loss, costs, damage and expense (including attorneys' fees and costs and consequential damages) Mortgagee may sustain by reason of (i) the imposition or recording of a lien by any Governmental Authority pursuant to any Legal Requirement relating to hazardous or toxic wastes or substances or the removal thereof ("Hazardous Material Laws"); (ii) claims of any private parties regarding violations of Hazardous Material Laws; (iii) costs and expenses (including, without limitation, reasonable attorneys' fees and fees incidental to the securing of repayment of such costs and expenses) incurred by Mortgagor or Mortgagee in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity removal of the any such lien or in connection with Mortgagor's or Mortgagee's compliance with any Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, Laws; and (iv) Contractor complies the assertion against Mortgagee by any party of any claim in connection with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware except for Mortgagee's gross negligence.
(d) For the purposes of any incident involving Hazardous Material at the Job Sitethis Mortgage, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean means and includes any hazardous, nuclear, toxic or dangerous waste, substance or material defined as such in (1or for purposes of) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act, any so-called "Superfund" or under "Superlien" law, or any applicable state other Legal Requirement regulating, relating to, or local Lawsimposing liability or standards of conduct concerning, (2) any hazardous, nuclear, toxic or dangerous waste, substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) as now or at any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without time in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the Workeffect.
Appears in 1 contract
Hazardous Material. Contractor shall, and shall not permit cause its Subcontractors and Vendors to, comply with all Applicable Laws relating to Hazardous Material, all Applicable Permits, and all requirements of any Government Authority with respect to Hazardous Material (as defined below) Material; provided however that neither Contractor nor its Subcontractors or Vendors shall be obligated to be located, used, incorporated into perform any remediation measures relating to Pre-Existing Hazardous Material. Without limiting the Work or brought onto generality of the Job Site in connection with the Work unless foregoing:
(i) absolutely necessary because no alternative is availableContractor shall, (ii) the precise nature and quantity shall cause its Subcontractors and Vendors to, apply for, obtain, comply with, maintain and renew all Applicable Permits required of the Contractor by Applicable Laws regarding Hazardous Material is specified in writing to Ownerthat are necessary, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, customary or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable advisable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at and shall cause its expenseSubcontractors and Vendors to have an independent Environmental Protection Agency identification number for disposal of Hazardous Material under this Agreement if and as required under Applicable Laws or Applicable Permits.
(ii) Contractor shall conduct its activities under this Agreement, and shall cause the removal each of its Subcontractors and Vendors to conduct its activities, in a manner designed to prevent pollution of the environment or any other release of any Hazardous Material by Contractor and remedy its Subcontractors and Vendors in a manner or at a level requiring remediation pursuant to any associated problems Applicable Law.
(iii) Contractor shall not cause or allow the release or disposal of Hazardous Material at the Job Site relating to the Work or the Facility, bring Hazardous Material to the Job Site, or transport Hazardous Material from the Job Site, except in accordance with applicable Laws Applicable Law and prudent business practicesApplicable Permits. "Contractor shall be responsible for the management of and proper disposal of all Hazardous Material brought onto or generated at the Job Site by it or its Subcontractors or Vendors, if any. Contractor shall cause all such Hazardous Material brought onto or generated at the Job Site by it or its Subcontractors or Vendors, if any, (A) to be transported only by carriers maintaining valid permits and operating in compliance with such permits and laws regarding Hazardous Material pursuant to manifest and shipping documents identifying only Contractor as the generator of waste or person who arranged for waste disposal, and (B) to be treated and disposed of only at treatment, storage and disposal facilities maintaining valid permits operating in compliance with such permits and laws regarding Hazardous Material" , from which, to the best of Contractor’s knowledge, there has been and will be no release of Hazardous Material. Contractor shall mean submit to Owner a list of all Hazardous Material to be brought onto or generated at the Job Site prior to bringing or generating such Hazardous Material onto or at the Job Site. Contractor shall keep Owner informed as to the status of all Hazardous Material on the Job Site and disposal of all Hazardous Material from the Job Site.
(1iv) If Contractor or any of its Subcontractors or Vendors releases any Hazardous Material on, at, or from the Job Site, or becomes aware of any Person who has stored, released or disposed of Hazardous Material on, at, or from the Job Site during the Work, Contractor shall immediately notify Owner in writing. If Contractor’s work involved the area where such release occurred, Contractor shall immediately stop any Work affecting the area. Contractor shall, at its sole expense, diligently proceed to take all necessary or desirable remedial action to clean up fully the contamination caused by (A) any knowing or negligent release by Contractor or any of its Subcontractors or Vendors of any Pre-Existing Hazardous Material, and (B) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, that was brought onto or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (generated at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor or any of its Subcontractors or Vendors, whether on or off the Job Site. Notwithstanding anything to the contrary, Contractor shall not be responsible for determining the existence of Pre-Existing Hazardous Material on the Job Site.
(v) If Contractor discovers any Pre-Existing Hazardous Material that has been stored, released or disposed of at the Property Site, Contractor shall immediately notify Owner in writing. If Contractor’s Work involves the area where such a discovery was made, Contractor shall immediately stop any Work affecting the area and Owner shall determine a reasonable course of action. This indemnity Contractor shall not, and shall cause its Subcontractors and Vendors to not take any action that may exacerbate any such contamination. If requested by Owner, Contractor shall cooperate with and assist Owner in making the Property Site available to other contractors for taking necessary remedial steps, and Contractor shall perform all steps required by Applicable Laws to the extent provided for in the first sentence of this Section 3.16(a). Contractor will continue its Work, which is not directly affected by Pre-Existing Hazardous Material, so as to limit the interruption of Work. Nothing contained herein shall be effective during and after completion of the Workconstrued as to obligate Owner or Contractor to take any remedial action to clean up any Pre-Existing Hazardous Material.
Appears in 1 contract
Samples: Turnkey Engineering, Procurement and Construction Agreement (Panda Ethanol, Inc.)
Hazardous Material. Contractor shall Except as set forth on Schedule 2.18(a) and as reasonably would not permit be expected to result in a material liability to the Company, no underground storage tanks and no amount of any Hazardous Material (as defined below) substance that has been designated by any Governmental Entity or by applicable federal, state or local law to be locatedradioactive, usedtoxic, incorporated into hazardous or otherwise a danger to health or the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is availableenvironment, (ii) the precise nature including, without limitation, PCBs, asbestos, petroleum, urea- formaldehyde and quantity of the Hazardous Material is specified in writing all substances listed as hazardous substances pursuant to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to the United States Resource Conservation and Recovery ActAct of 1976, as amended, and the regulations promulgated pursuant to said laws, (a "Hazardous Material"), but excluding office and janitorial supplies, are present, as a result of the deliberate actions of the Company, or, to the Company's knowledge (without duty of independent investigation), as a result of any actions of any third party or otherwise, in, on or under any applicable state property, including the land and the improvements, ground water and surface water thereof, that the Company has at any time owned, operated, occupied or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial actionleased. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to OwnerHazardous Materials Activities. Except as set forth on Schedule 2.18(b) and hold Owner except as reasonably would not be expected to result in a material liability of the Company, the Company has not transported, stored, used, manufactured, disposed of, released or exposed its employees or others to Hazardous Materials in violation of any law in effect on or before the Closing Date, nor has the Company disposed of, transported, sold, manufactured or stored any product containing a Hazardous Material (collectively "Hazardous Materials Activities") in violation of any rule, regulation, treaty or statute promulgated by any Governmental Entity in effect prior to or as of the date hereof to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity. Permits. The Company currently holds all environmental approvals, permits, licenses, clearances and their respective officersconsents (the "Environmental Permits") necessary for the conduct of the Company's Hazardous Material Activities and other businesses of the Company as such activities and businesses are currently being conducted. Environmental Liabilities. No material action, directorsproceeding, agentsrevocation proceeding, employeesamendment procedure, representativeswrit, shareholdersinjunction or claim is pending or threatened concerning any Environmental Permit, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs Hazardous Material or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion Activity of the WorkCompany. The Company is not aware of any fact or circumstance which could involve the Company in any material environmental litigation or impose upon the Company any material environmental liability. Capital Expenditures. Except as set forth on Schedule 2.18(e), the Company is not aware of any capital expenditures which are required in order for it to comply with Environmental Laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Scientific Technologies Inc)
Hazardous Material. Contractor shall, and shall not permit any cause its Subcontractors and Vendors to, comply with all Applicable Laws relating to Hazardous Material (as defined below) to be located, used, incorporated into and all Applicable Permits. Without limiting the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity generality of the foregoing:
(a) Contractor shall, and shall cause its Subcontractors and Vendors to, apply for, obtain, maintain and renew all Contractor Permits, and comply with all Applicable Permits, in any case, as required by Applicable Laws regarding Hazardous Material is specified in writing to Ownerthat are necessary, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, customary or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable advisable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at and shall cause its expenseSubcontractors and Vendors to, have an independent Environmental Protection Agency identification number for disposal of Hazardous Material under the Contract Documents if and as required under Applicable Laws or Applicable Permits.
(b) Contractor shall conduct its activities under the Contract Documents, and shall cause the removal each of its Subcontractors to conduct its activities, in a manner designed to prevent pollution of the environment or any other release of any Hazardous Material by Contractor and remedy its Subcontractors and Vendors in a manner or at a level requiring remediation pursuant to any associated problems Applicable Law.
(c) Contractor shall not cause or allow the release or disposal of Hazardous Material at the Job Site, bring Hazardous Material to the Job Site, or transport Hazardous Material from the Job Site, except in accordance with applicable Laws Applicable Law and prudent business practicesApplicable Permits. "Hazardous Material" Contractor shall mean (1) any be responsible for the management of and proper disposal of all Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, brought onto or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (generated at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by it or its Subcontractors or Vendors, if any. Contractor shall cause all such Hazardous Material brought onto or generated at the Job Site by it or its Subcontractors or Vendors, if any, to be:
(i) Transported only by carriers maintaining valid permits and operating in compliance with such permits and laws regarding Hazardous Material pursuant to manifest and shipping documents identifying only Contractor as the generator of waste or person who arranged for waste disposal; and
(ii) Treated and disposed of only at treatment, storage and disposal facilities maintaining valid permits operating in compliance with such permits and laws regarding Hazardous Material, from which, to the best of Contractor’s knowledge, there has been and will be no release of Hazardous Material.
(iii) Contractor shall submit to FPL a list of all Hazardous Material to be brought onto or generated at the Job Site prior to bringing or generating such Hazardous Material onto or at the Job Site. This indemnity Contractor shall keep FPL informed as to the status of all Hazardous Material on the Job Site and disposal of all Hazardous Material from the Job Site.
(d) If Contractor or any of its Subcontractors or Vendors releases any Hazardous Material on, at, or from the Job Site, or becomes aware of any Person who has stored, released or disposed of Hazardous Material on, at, or from the Job Site during the Work, Contractor shall immediately notify FPL in writing. If Contractor’s Work involved the area where such release occurred, Contractor shall immediately stop any Work affecting the area. Contractor shall, at its sole cost and expense, diligently proceed to take all necessary or desirable remedial action to clean up fully the contamination caused by any:
(i) Release by Contractor or any of its Subcontractors or Vendors of any Pre-Existing Hazardous Material; and
(ii) Hazardous Material that was brought onto or generated at the Job Site by Contractor or any of its Subcontractors or Vendors, whether on or off the Job Site.
(e) If Contractor discovers any Pre-Existing Hazardous Material that has been stored, released or disposed of at the Property Site, Contractor shall immediately notify FPL in writing. If Contractor’s Work involves the area where such a discovery was made, Contractor shall immediately stop any Work affecting the area and FPL shall determine a reasonable course of action. Contractor shall not, and shall cause its Subcontractors and Vendors to not, take any action that may exacerbate any such contamination.
(f) Contractor shall be effective during solely responsible for remedial action to clean up fully the contamination referenced in Section 3.16.1(d). If so requested by FPL, Contractor shall cooperate with and after completion assist FPL in making the Job Site available for taking necessary remedial steps to clean up any such contamination at FPL’s expense as determined in accordance with Section 6.3, Changes to Contract Price; Disputes, of the Work.Article VI,
Appears in 1 contract
Samples: Turnkey Engineering, Procurement and Construction Agreement (Sunpower Corp)
Hazardous Material. Contractor 33.1 Subject to Section 4.4 above, Tenant, at its sole cost, shall comply with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of Hazardous Material (as hereinafter defined) in or about the Third Floor Premises (it being acknowledged and agreed that no such Hazardous Materials shall be permitted in the First Floor Premises). Tenant shall not cause or permit any Hazardous Material (as defined below) to be locatedbrought upon, usedkept or used in or about the Third Floor Premises by Tenant, incorporated into the Work its agents, employees, contractors, invitees or brought onto the Job Site subtenants, in connection a manner or for a purpose prohibited by any federal, state or local agency law.
33.2 Tenant shall immediately provide Landlord with the Work unless (i) absolutely necessary because no alternative is availabletelephonic notice, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Ownerwhich shall promptly be confirmed by written notice, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Siteand all spillage, Contractor shall immediately stop the Work in the area so affected discharge, release and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use disposal of Hazardous Material at onto or within the Job Site. Contractor shall Premises, including the soils and subsurface waters thereof, which by law must be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject reported to any federal, state or local agency agency, and any injuries or damages resulting directly or indirectly therefrom. Further, Tenant shall deliver to Landlord, within ten (10) business days following Tenant’s receipt, each and every notice or order, when said order or requirement notice identifies a violation which may have the potential to adversely affect the Premises, received from any federal, state or local agency concerning Hazardous Material and the possession, use and/or accumulation thereof promptly upon receipt of each such notice or order by Tenant.
33.3 Subject to Section 4.4 above, Tenant shall be responsible for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, protect, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner harmless Landlord and their respective officersLandlord’s Agents from any and all liability, directorsdamages, injuries, causes of action, claims, judgments, costs, penalties, fines, losses, and expenses which arise during or after the term of this Lease and which result from Tenant’s (or from Tenant’s Agents, assignees, subtenants, employees, agents, employeescontractors, representativeslicensees, shareholdersor invitees) (i) receiving, partnershandling, affiliatesuse, successors storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Hazardous Material in, upon or about the Premises in violation of the covenant set forth in Section 33.1 above and assigns harmless(ii) failure to comply with any of the provisions of this Article 33. Landlord shall be responsible for and shall indemnify, protect, defend and hold harmless Tenant on the same basis as above for any claims which result from Landlord’s or from Landlord’s Agents receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Hazardous Material in, upon or about the Premises.
33.4 Tenant shall operate its business in compliance with all laws, rules, regulations, orders, and against permits relating to with respect to any Hazardous Materials or Tenant’s operations and Tenant’s use or presence of Hazardous Material shall be properly monitored in accordance to all applicable governmental requirements. Tenant agrees to make available to Landlord at the Premises upon reasonable request a list identifying each type of Hazardous Material to be present in or upon the Third Floor Premises and setting forth any and all claims, losses, costs governmental approvals or liabilities arising out of an incurred permits required in connection with removing the presence of Hazardous Material on the Premises (“Hazardous Material Summary”) and make available for review at the Premises the Hazardous Material business plan prepared pursuant to Health and Safety Code Section 25500 et seq. At Landlord’s request, and at reasonable times, Tenant shall make available for review at the Premises to Landlord the latest available Hazardous Materials Summary and the following documents (hereinafter referred to as the “Hazardous Material Documents”) relating to the handling, storage, disposal and emission of Hazardous Material: permits; approvals; and written notice of violations of any laws. No storage tanks may be installed in or remediating under the Premises or in any other part of the Project, except with the express written consent of Landlord, which consent may be withheld or conditioned in Landlord’s sole discretion, exercised in good faith. Tenant shall not be required to show Landlord any portion of such documents which contain proprietary information. Landlord shall treat all information disclosed by Tenant as confidential and shall not disclose such information to any person or entity except as required by law. Tenant shall make available at the Premises for Landlord to review the following information and/or documentation within thirty (30) days after Landlord’s reasonable request:
(a) A list of hazardous substances and/or wastes that Tenant receives, uses, handles, generates, transports, stores, treats or disposes of from time to time in connection with its operations on the Third Floor Premises.
(b) Material Safety Data Sheets, if any, required to be completed with respect to operations of Tenant at the Premises from time to time in accordance with Title 26, California Code of Regulations § 8-5194 or 42 U.S.C. § 11021, or any amendments thereto, and any Hazardous Materials Inventory Sheets that detail the Material Safety Data Sheets.
(c) All hazardous waste manifests (as defined in Title 26, California Code of Regulations § 22-66481), if any, that Tenant is required to complete from time to time in connection with its operations at the Premises.
(d) A copy of any Hazardous Materials Management Plan required from time to time with respect to Tenant’s operations at the Premises, pursuant to California Health& Safety Code §§ 25500 et seq., and any regulations promulgated thereunder, as amended.
(e) Copies of any Contingency Plans and Emergency Procedures required of Tenant from time to time due to its operations in accordance with Title 26, California Code of Regulations §§ 22-67140 et seq., and any amendments thereto, and copies of any Training Programs and Records required under Title 26, California Code of Regulations, § 22-67105, and any amendments thereto.
(f) Copies of any biennial reports required to be furnished to the California Department of Health Services from time to time relating to hazardous substances or wastes, pursuant to Title 26, California Code of Regulations, § 22-66493, and any amendments thereto.
(g) Copies of all industrial wastewater discharge permits issued to or held by Tenant from time to time in connection with its operations on the Premises.
(h) Copies of any other lists or inventories of hazardous substances and/or wastes on or about the Job Site Premises that Tenant is otherwise required to prepare and file from time to time with any governmental or transported onregulatory authority.
(i) Copies of any updates, toamendments, from modifications or about proposed modifications to the Job Site State of California, Department of Health Services, Decommissioning Funding Plan license then held by Contractor. This indemnity Tenant relating to the Premises.
33.5 Tenant shall be effective during and after completion secure all necessary licenses for the receipt, storage, possession, use, transfer or disposal of “radioactive materials” or “radiation,” as such materials are defined in Title 26, California Code of Regulations § 17-30100, and/or any other materials possessing the characteristics of the Workmaterials so defined. Tenant, in connection with any such receipt, storage, possession, use, transfer or disposal of radioactive materials or radiation, shall:
(a) Comply with all federal, state and local laws, rules, regulations, orders, licenses and permits;
(b) Maintain, to such extent and for such periods as may be required by applicable law, and permit Landlord or its representatives to inspect during normal business hours at any time and from time to time upon reasonable notice to Tenant, a list of all radioactive materials or radiation received, stored, possessed, used, transferred or disposed of from time to time, to the extent not already disclosed through delivery of a copy of a State of California Health and Human Services Agency approval with respect thereto;
(c) Maintain, to such extent and for such periods as may be required by applicable law, and permit Landlord or its representatives to inspect during normal business hours at any time and from time to time upon reasonable notice to Tenant, all licenses, registration materials, inspection reports, governmental orders and permits in connection with the receipt, storage, possession, use, transfer or disposal of radioactive materials or radiation from time to time; and
(d) Comply with all of the terms of the State of California, Department of Health Services, Decommissioning Funding Plan license then held by Tenant with respect to the Premises.
Appears in 1 contract
Samples: Lease (Ligand Pharmaceuticals Inc)
Hazardous Material. Contractor (a) Grantor shall not permit any Hazardous Material comply with the provisions of Sections 4.17 and 6.8 of the Credit Agreement in respect of Materials of Environmental Concern (as defined belowin the Credit Agreement). In the event Grantor fails to do so, after five (5) days' notice to Grantor and the expiration of the cure period permitted under the applicable Legal Requirement, Beneficiary may declare such failure an Event of Default or cause the Premises to be locatedfreed from the Hazardous Material and the cost of the removal with interest at the Default Rate shall immediately be due from Grantor to Beneficiary and the same shall be added to the Indebtedness and be secured by this Deed of Trust. Grantor shall give Beneficiary and its agents and employees access to the Premises to remove Hazardous Material. Grantor agrees to defend, usedindemnify and hold Beneficiary and Trustee free and harmless from and against all loss, incorporated into costs, damage and expense (including attorneys' fees and costs and consequential damages) Beneficiary may sustain by reason of (i) the Work imposition or brought onto recording of a lien by any Governmental Authority pursuant to any Legal Requirement relating to hazardous or toxic wastes or substances or the Job Site removal thereof ("Hazardous Material Laws"); (ii) claims of any private parties regarding violations of Hazardous Material Laws; (iii) costs and expenses (including, without limitation, attorneys' fees and fees incidental to the securing of repayment of such costs and expenses) incurred by Grantor, Beneficiary or Trustee in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity removal of the any such lien or in connection with Grantor's or Beneficiary's or Trustee's compliance with any Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, Laws; and (iv) Contractor complies the assertion against Beneficiary or Trustee by any party of any claim in connection with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material. It is intended that the foregoing agreement of Grantor to indemnify Beneficiary include, without limitation, indemnification for loss, costs, damage and expense Beneficiary may sustain as a result of Beneficiary's own negligence.
(b) The foregoing indemnification shall be a recourse obligation of Grantor and shall survive repayment of the loans under the Credit Agreement, notwithstanding any limitations on recourse which may be contained herein or in any Loan Documents or the delivery of any satisfaction, release or release deed, discharge or deed of reconveyance, or becomes aware the assignment of any incident involving Hazardous Material at this Deed of Trust by Beneficiary or the Job Sitereplacement of Trustee by a substitute trustee.
(c) For the purposes of this Deed of Trust, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean means and includes any hazardous, nuclear, toxic or dangerous waste, substance or material defined as such in (1or for purposes of) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act, any so-called "Superfund" or under "Superlien" law, or any applicable state other Legal Requirement regulating, relating to, or local Lawsimposing liability or standards of conduct concerning, (2) any hazardous, nuclear, toxic or dangerous waste, substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) as now or at any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without time in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the Workeffect.
Appears in 1 contract
Hazardous Material. Contractor (a) Grantor shall not permit any Hazardous Material comply with the provisions of Sections 4.17 and 6.8 of the Credit Agreement in respect of Materials of Environmental Concern (as defined belowin the Credit Agreement). In the event Grantor fails to do so, after five (5) days' notice to Grantor and the expiration of the cure period permitted under the applicable Legal Requirement, Beneficiary may declare such failure an Event of Default or cause the Premises to be locatedfreed from the Hazardous Material and the cost of the removal with interest at the Default Rate shall immediately be due from Grantor to Beneficiary and the same shall be added to the Indebtedness and be secured by this Deed of Trust. Grantor shall give Beneficiary and its agents and employees access to the Premises to remove Hazardous Material. Grantor agrees to defend, usedindemnify and hold Beneficiary and Trustee free and harmless from and against all loss, incorporated into costs, damage and expense (including attorneys' fees and costs and consequential damages) Beneficiary may sustain by reason of (i) the Work imposition or brought onto recording of a lien by any Governmental Authority pursuant to any Legal Requirement relating to hazardous or toxic wastes or substances or the Job Site removal thereof ("Hazardous Material Laws"); (ii) claims of any private parties regarding violations of Hazardous Material Laws; (iii) costs and expenses (including, without limitation, attorneys' fees and fees incidental to the securing of repayment of such costs and expenses) incurred by Grantor, Beneficiary or Trustee in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity removal of the any such lien or in connection with Grantor's or Beneficiary's or Trustee's compliance with any Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, Laws; and (iv) Contractor complies the assertion against Beneficiary or Trustee by any party of any claim in connection with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material. It is intended that the foregoing agreement of Grantor to indemnify Beneficiary include, without limitation, indemnification for loss, costs, damage and expense Beneficiary may sustain as a result of Beneficiary's own negligence.
(b) The foregoing indemnification shall be a recourse obligation of Grantor and shall survive repayment of the Notes, notwithstanding any limitations on recourse which may be contained herein or in any Loan Documents or the delivery of any satisfaction, release or release deed, discharge or deed of reconveyance, or becomes aware the assignment of any incident involving Hazardous Material at this Deed of Trust by Beneficiary or the Job Sitereplacement of Trustee by a substitute trustee.
(c) For the purposes of this Deed of Trust, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean means and includes any hazardous, nuclear, toxic or dangerous waste, substance or material defined as such in (1or for purposes of) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act, any so-called "Superfund" or under "Superlien" law, or any applicable state other Legal Requirement regulating, relating to, or local Lawsimposing liability or standards of conduct concerning, (2) any hazardous, nuclear, toxic or dangerous waste, substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) as now or at any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without time in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the Workeffect.
Appears in 1 contract
Hazardous Material. Contractor Tenant shall not cause or permit any Hazardous Material (as defined belowhereinafter defined) to be locatedbrought upon, usedkept or used in or about the Premises by Tenant, incorporated into the Work its agents, employees, contractors or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is availableinvitees, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) without the prior written approval consent of Owner is obtainedLandlord, and (iv) Contractor complies with all Laws and prudent business practices concerning which consent may be granted or withheld in Landlord's sole discretion. For the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Materialpurpose of this Lease, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) include oil, flammable explosives, asbestos, urea formaldehyde, radioactive materials or waste, or other hazardous, toxic, contaminated or polluting materials, substances or wastes, including, without limitation, any Hazardous Material "hazardous substances," "hazardous wastes," "hazardous materials" or "toxic substances" as such terms are defined under in the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, and in any other law, ordinance, rule, regulation or under order promulgated by the federal or state government, or any applicable state other governmental entity having jurisdiction over the Building or local Lawsthe parties to this Lease. If Tenant breaches the obligations set forth in this paragraph, (2) or if the presence of Hazardous Material in the Premises or at the Building by Hazardous Material otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, then Tenant shall indemnify, defend and hold Landlord harmless from any substance and all claims, judgments, damages, penalties, fines, costs, liabilities or matter that results losses, including, without limitation, diminution in liability to value of the Building, damages for the loss or restriction on use of rentable or usable space in or of any person or entity amenity of the Building, damages arising from discharge any adverse impact on leasing space in the Building, sums paid in settlement of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon materialclaims, and (4) any other substance attorneys' fees, consultant fees and expert fees which arise during or matter that becomes subject to after the Term of this Lease as a result of such contamination. This indemnification of Landlord by Tenant shall survive expiration or termination of this Lease and includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by federal, state or local governmental agency order or requirement for removalpolitical subdivision because of Hazardous Material present in, treatment or remedial actionunder the Premises. To Without limiting the extent foregoing, if the presence of any Hazardous Material caused or permitted by Law, and without Tenant results in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion contamination of the WorkBuilding, Tenant shall promptly take all actions, at its sole expense, as are necessary to return the Building to the condition existing prior to the introduction of any such Hazardous Material; provided that Landlord's approval of such actions shall first be obtained, with approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effects on the Building.
Appears in 1 contract
Hazardous Material. Contractor Throughout the term of this Lease, Tenant shall not permit any Hazardous Material (as defined below) to be locatedcause the presence, useduse, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any dischargegeneration, release, injury to any persondischarge, storage, disposal, or injury transportation of any Hazardous Materials (as hereinafter defined) on, under, in, above, to, or damage to any property resulting from use the Leased Premises other than in strict compliance with all applicable federal, state, and local laws, rules, regulations, and orders. For purposes of Hazardous Material in this provision, the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. term "Hazardous MaterialMaterials" shall mean (1) and refer to any Hazardous Material as defined under the Comprehensive Environmental Responsewastes, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Actmaterials, or other substances of any kind or character that are or become regulated as hazardous or toxic waste or substances, or which require special handling or treatment, under any applicable state local, state, or local Lawsfederal law, rule, regulation, or order. Tenant shall indemnify, defend, and hold harmless from and against (2a) any substance loss, cost, expense, claim, or matter that results in liability arising out of any investigation, monitoring, clean-up, containment, removal, storage, or restoration work of the Leased Premises (herein referred to as "Remedial Work") required by, or incurred by Landlord or any other person or entity from discharge of or exposure to party in a reasonable belief that such substance or matter under Remedial Work is required by any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any applicable federal, state or local agency order law, rule, regulation or requirement for removalorder, treatment or remedial action. To by an governmental agency, authority, political subdivision having jurisdiction over the extent permitted by LawLeased Premises, and without in (b) any way limiting any other indemnity obligation under this Agreementclaims of third parties for loss, Contractor shall indemnifyinjury, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officersexpense, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities damage arising out of an incurred connection with removing the presence, release, or remediating discharge of any Hazardous Materials on or about the Job Site or transported on, under, in, above, to, or from or about the Job Site by Contractor. This indemnity shall be effective during Leased Premises and after completion which arise out of the Workactivities of the Tenant. In the event any Remedial Work is so required under any applicable federal, state, or local law, rule, regulation or order, Tenant shall promptly perform or cause to be performed such Remedial Work in compliance with such law, rule, regulation, or order. In the event Tenant shall fail to commence the Remedial Work in a timely fashion, or shall fail to prosecute diligently the Remedial Work to completion, such failure shall constitute an event of default on the part of Tenant under the terms of this Lease, and Landlord, in addition to any other rights or remedies afforded it hereunder, may, but shall not be obligated to, cause the Remedial Work to be performed, and Tenant shall promptly reimburse Landlord for the cost and expense thereof upon demand.
Appears in 1 contract
Hazardous Material. Contractor shall not permit any Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) Unless Tenant obtains the prior written approval consent of Owner is obtainedLandlord, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous MaterialTenant shall not create, generate, use, bring, allow, emit, dispose, or becomes aware of permit on the Premises, Shopping Center or Complex any incident involving Hazardous Material at the Job Sitetoxic or hazardous gaseous, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any personliquid, or injury solid material or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Actwaste, or under any other hazardous material defined or listed in any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order law, rule, regulation or requirement for removalordinance. If Landlord grants its consent, treatment Tenant shall comply with all applicable laws with respect to such hazardous material, including all laws affecting the use, storage and disposal thereof. If the presence of any hazardous material brought to the Premises, Shopping Center or Complex by Tenant or Tenant’s employees, agent or contractors results in contamination, Tenant shall promptly take all actions necessary, at Tenant’s sole cost and expense, to remediate the contamination and restore the Premises, Shopping Center or Complex to the condition that existed before introduction of such hazardous material. Tenant shall first obtain Landlord’s approval of the proposed remedial actionaction and shall keep Landlord informed during the process of remediation. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor Tenant shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, Landlord harmless from and against any and all claims, lossesliabilities, costs or liabilities expenses incurred or suffered by Landlord arising out from such bringing, allowing, using, permitting, generating, creating, emitting, or disposing of toxic or hazardous material whether or not consent to same has been granted by Landlord. Tenant’s duty to defend, hold-harmless and indemnify Landlord hereunder shall survive the expiration or termination of this Lease. The consent requirement contained herein shall not apply to ordinary office products that may contain de minimis quantities of hazardous material; however, Tenant’s indemnification obligations are not diminished with respect to the presence of such products. Tenant acknowledges that Tenant has an incurred connection with removing affirmative duty to immediately notify Landlord of any release or remediating any Hazardous Materials suspected release of hazardous material in the Premises or on or about the Job Site Shopping Center or transported onComplex. Medical waste and any other waste, tothe removal of which is regulated, from or about the Job Site by Contractor. This indemnity shall be effective during contracted for and after completion disposed of by Tenant, at Tenant’s expense, in accordance with all applicable laws and regulations. No material shall be placed in Shopping Center or Complex trash boxes, receptacles or Common Areas if the Workmaterial is of such a nature that it cannot be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the State without being in violation of any law or ordinance.
Appears in 1 contract
Samples: Loan and Security Agreement (Hudson Pacific Properties, Inc.)
Hazardous Material. Contractor shall not permit any To the best of Landlord’s knowledge, there are no Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work problems in the area so affected and Center. Throughout the term of this Lease, Tenant shall immediately report prevent the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material)presence, and for any dischargeuse, generation, release, injury discharge, storage, disposal, or transportation of any Hazardous Materials (as hereinafter defined) on, under, in, above, to, or from the Premises except for activities which are part of the ordinary course of Tenant’s business and are conducted in strict compliance with all applicable federal, state, and local laws, rules, regulations, and orders. For purposes of this provision, the term “Hazardous Materials” shall mean and refer to any personwastes, materials, or injury other substances of any kind or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material character that are or become regulated as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Acthazardous or toxic waste or substances, or which require special handling or treatment, under any applicable state local, state, or local Lawsfederal law, rule, regulation, or order. Tenant shall protect, defend, indemnify, and hold harmless from and against (2a) any substance loss, cost, expense, claim, or matter that results in liability arising out of any investigation, monitoring, clean-up, containment, removal, storage, or restoration work (herein referred to as “Remedial Work”) required by, or incurred by Landlord or any other person or entity from discharge of or exposure to party in a reasonable belief that such substance or matter under Remedial Work is required by any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any applicable federal, state or local agency order law, rule, regulation or requirement for removalorder, treatment or remedial action. To by any governmental agency, authority, or political subdivision having jurisdiction over the extent permitted Premises and caused by Lawthe action of Tenant, and without in (b) any way limiting any other indemnity obligation under this Agreementclaims of third parties for loss, Contractor shall indemnifyinjury, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officersexpense, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities damage arising out of an incurred connection with removing the presence, release, or remediating discharge of any Hazardous Materials on or about the Job Site or transported on, under, in, above, to, or from the Premises by Tenant. In the event any Remedial Work is so required under any applicable federal, state, or about local law, rule, regulation or order due to the Job Site by Contractoraction of Tenant, Tenant shall promptly perform or cause to be performed such Remedial Work in compliance with such law, rule, regulation, or order. This indemnity In the event Tenant shall fail to commence the Remedial Work required of Tenant as stated previously in a timely fashion, or shall fail to prosecute diligently the Remedial Work required of Tenant as stated previously to completion, such failure shall constitute an event of default on the part of Tenant under the terms of this Lease, and Landlord, in addition to any other rights or remedies afforded it hereunder, may, but shall not be effective during obligated to, cause the Remedial Work to be performed, and after completion of Tenant shall promptly reimburse Landlord for the Workcost and expense thereof upon demand.
Appears in 1 contract
Hazardous Material. Contractor shall not permit any Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) Unless Tenant obtains the prior written approval consent of Owner is obtainedLandlord, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous MaterialTenant shall not create, generate, use, bring, allow, emit, dispose, or becomes aware of permit on the Premises, Building or Project any incident involving Hazardous Material at the Job Sitetoxic or hazardous gaseous, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any personliquid, or injury solid material or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Actwaste, or under any other hazardous material defined or listed in any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order law, rule, regulation or requirement for removalordinance. If Landlord grants its consent, treatment Tenant shall comply with all applicable laws with respect to such hazardous material, including all laws affecting the use, storage and disposal thereof. If the presence of any hazardous material brought to the Premises, Building or Project by Tenant or Tenant’s employees, agent or contractors results in contamination, Tenant shall promptly take all actions necessary, at Tenant’s sole cost and expense, to remediate the contamination and restore the Premises, Building or Project to the condition that existed before introduction of such hazardous material. Tenant shall first obtain Landlord’s approval of the proposed remedial actionaction and shall keep Landlord informed during the process of remediation. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor Tenant shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, Landlord harmless from and against any and all claims, lossesliabilities, costs or liabilities expenses incurred or suffered by Landlord arising out from such bringing, allowing, using, permitting, generating, creating, emitting, or disposing of toxic or hazardous material whether or not consent to same has been granted by Landlord. Tenant’s duty to defend, hold-harmless and indemnify Landlord hereunder shall survive the expiration or termination of this Lease. The consent requirement contained herein shall not apply to ordinary office products that may contain de minimis quantities of hazardous material; however, Tenant’s indemnification obligations are not diminished with respect to the presence of such products. Tenant acknowledges that Tenant has an incurred connection with removing affirmative duty to immediately notify Landlord of any release or remediating any Hazardous Materials suspected release of hazardous material in the Premises or on or about the Job Site or transported onProject. Medical waste and any other waste, tothe removal of which is regulated, from or about the Job Site by Contractor. This indemnity shall be effective during contracted for and after completion disposed of by Tenant, at Tenant’s expense, in accordance with all applicable laws and regulations. No material shall be placed in Project trash boxes, receptacles or Common Areas if the Workmaterial is of such a nature that it cannot be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the State without being in violation of any law or ordinance.
Appears in 1 contract
Samples: Loan and Security Agreement (Hudson Pacific Properties, Inc.)
Hazardous Material. Contractor Tenant shall not permit any Hazardous Material (as defined below) to be locatedcreate, usedgenerate, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is availableuse, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Ownerbring, (iii) the prior written approval of Owner is obtainedallow, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Materialemit, dispose, or becomes aware of permit on the Premises, Building or Project any incident involving Hazardous Material at the Job Sitetoxic or hazardous gaseous, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any personliquid, or injury solid material or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Actwaste, or under any other hazardous material defined or listed in any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order law, rule, regulation or requirement ordinance except for removal, treatment de minimis amounts of hazardous materials contained in ordinary office products or remedial action. To the extent permitted by Lawuse an ordinary course of tenant's business provided that such usage shall be in compliance with all laws, and without shall be subject to Tenant's indemnity obligations hereunder. Tenant shall comply with all applicable laws with respect to such hazardous material, including all laws affecting the use, storage and disposal thereof. If the presence of any hazardous material brought to the Premises, Building or Project by Tenant or Tenant's employees, agent or contractors results in any way limiting any other indemnity obligation under this Agreementcontamination, Contractor Tenant shall promptly take all actions necessary, at Tenant's sole cost and expense, to remediate the contamination and restore the Premises, Building or Project to the condition that existed before introduction of such hazardous material. Tenant shall first obtain Landlord's approval of the proposed remedial action and shall keep Landlord informed during the process of remediation. Tenant shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, Landlord harmless from and against any and all claims, lossesliabilities, costs or liabilities expenses incurred or suffered by Landlord arising out from such bringing, allowing, using, permitting, generating, creating, emitting, or disposing of toxic or hazardous material whether or not consent to same has been granted by Landlord. Xxxxxx's duty to defend, hold-harmless and indemnify Landlord hereunder shall survive the expiration or termination of this Lease. The consent requirement contained herein shall not apply to ordinary office products that may contain de minimis quantities of hazardous material; however, Tenant's indemnification obligations are not diminished with respect to the presence of such products. Tenant acknowledges that Xxxxxx has an incurred connection with removing affirmative duty to immediately notify Landlord of any release or remediating any Hazardous Materials suspected release of hazardous material in the Premises or on or about the Job Site or transported onProject. Medical waste and any other waste, tothe removal of which is regulated, from or about the Job Site by Contractor. This indemnity shall be effective during contracted for and after completion disposed of by Tenant, at Tenant's expense, in accordance with all applicable laws and regulations. No material shall be placed in Project trash boxes, receptacles or Common Areas if the Workmaterial is of such a nature that it cannot be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the State without being in violation of any law or ordinance.
Appears in 1 contract
Samples: Lease Agreement (Sonus Networks Inc)
Hazardous Material. Contractor shall, and shall not permit cause its Subcontractors and Vendors to, comply with all Applicable Laws relating to Hazardous Material, all Applicable Permits, and all requirements of any Government Authority with respect to Hazardous Material (as defined below) Material; provided however that neither Contractor nor its Subcontractors or Vendors shall be obligated to be located, used, incorporated into perform any remediation measures relating to Pre-Existing Hazardous Material. Without limiting the Work or brought onto generality of the Job Site in connection with the Work unless foregoing:
(i) absolutely necessary because no alternative is availableContractor shall, (ii) the precise nature and quantity shall cause its Subcontractors and Vendors to, apply for, obtain, comply with, maintain and renew all Applicable Permits required of the Contractor by Applicable Laws regarding Hazardous Material is specified in writing to Ownerthat are necessary, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, customary or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable advisable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at and shall cause its expenseSubcontractors and Vendors to have an independent Environmental Protection Agency identification number for disposal of Hazardous Material under this Agreement if and as required under Applicable Laws or Applicable Permits.
(ii) Contractor shall conduct its activities under this Agreement, and shall cause the removal each of its Subcontractors and Vendors to conduct its activities, in a manner designed to prevent pollution of the environment or any other release of any Hazardous Material by Contractor and remedy its Subcontractors and Vendors in a manner or at a level requiring remediation pursuant to any associated problems Applicable Law.
(iii) Contractor shall not cause or allow the release or disposal of Hazardous Material at the Job Site relating to the Work or the Ethanol Plant, bring Hazardous Material to the Job Site, or transport Hazardous Material from the Job Site, except in accordance with applicable Laws Applicable Law and prudent business practicesApplicable Permits. "Contractor shall be responsible for the management of and proper disposal of all Hazardous Material brought onto or generated at the Job Site by it or its Subcontractors or Vendors, if any. Contractor shall cause all such Hazardous Material brought onto or generated at the Job Site by it or its Subcontractors or Vendors, if any, (A) to be transported only by carriers maintaining valid permits and operating in compliance with such permits and laws regarding Hazardous Material pursuant to manifest and shipping documents identifying only Contractor as the generator of waste or person who arranged for waste disposal, and (B) to be treated and disposed of only at treatment, storage and disposal facilities maintaining valid permits operating in compliance with such permits and laws regarding Hazardous Material" , from which, to the best of Contractor’s knowledge, there has been and will be no release of Hazardous Material. Contractor shall mean submit to Owner a list of all Hazardous Material to be brought onto or generated at the Job Site prior to bringing or generating such Hazardous Material onto or at the Job Site. Contractor shall keep Owner informed as to the status of all Hazardous Material on the Job Site and disposal of all Hazardous Material from the Job Site.
(1iv) If Contractor or any of its Subcontractors or Vendors releases any Hazardous Material on, at, or from the Job Site, or becomes aware of any Person who has stored, released or disposed of Hazardous Material on, at, or from the Job Site during the Work, Contractor shall immediately notify Owner in writing. If Contractor’s work involved the area where such release occurred, Contractor shall immediately stop any Work affecting the area. Contractor shall, at its sole expense, diligently proceed to take all necessary or desirable remedial action to clean up fully the contamination caused by (A) any knowing or negligent release by Contractor or any of its Subcontractors or Vendors of any Pre-Existing Hazardous Material, and (B) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, that was brought onto or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (generated at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor or any of its Subcontractors or Vendors, whether on or off the Job Site. Notwithstanding anything to the contrary, Contractor shall not be responsible for determining the existence of Pre-Existing Hazardous Material on the Job Site.
(v) If Contractor discovers any Pre-Existing Hazardous Material that has been stored, released or disposed of at the Property Site, Contractor shall immediately notify Owner in writing. If Contractor’s Work involves the area where such a discovery was made, Contractor shall immediately stop any Work affecting the area and Owner shall determine a reasonable course of action. This indemnity Contractor shall not, and shall cause its Subcontractors and Vendors to not take any action that may exacerbate any such contamination. If Owner desires Contractor to perform all or part of any remediation or evacuation that may become necessary as a result of the discovery of any such Pre-Existing Hazardous Material, it shall request a Change pursuant to Section 7.01(b). If requested by Owner, Contractor shall cooperate with and assist Owner in making the Property Site available for taking necessary remedial steps to clean up any such contamination at Owner’s expense. Notwithstanding anything contained herein to the contrary, nothing contained herein shall be effective during and after completion of construed as to obligate Owner or Contractor to take any remedial action to clean up any Pre-Existing Hazardous Material, unless a mutually acceptable Change Order is executed by both Parties or other written agreement is reached by the WorkParties.
Appears in 1 contract
Samples: Turnkey Engineering, Procurement and Construction Agreement (Panda Ethanol, Inc.)
Hazardous Material. Contractor Throughout the term of this Lease, Lessee shall not permit any Hazardous Material (as defined below) to be locatedprevent the presence, useduse, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any dischargegeneration, release, injury discharge, storage, disposal, or transportation of any Hazardous Materials (as hereinafter defined) on, under, in, above, to, or from the Leased Premises by Lessee or lessee’s vendors, contractors, agents employees and invitees other than in strict compliance with all applicable federal, state, and local laws, rules, regulations, and orders. For purposes of this provision, the term “Hazardous Materials” shall mean and refer to any personwastes, materials, or injury other substances of any kind or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material character that are or become regulated as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Acthazardous or toxic waste or substances, or which require special handling or treatment, under any applicable state local, state, or local Lawsfederal law, rule, regulation, or order. Lessee shall indemnify, defend, and hold harmless from and against (2a) any substance loss, cost, expense, claim, or matter that results in liability arising out of any investigation, monitoring, clean-up, containment, removal, storage, or restoration work arising solely as a result of Lessee’s actions, or the actions of lessee’s vendors, contractors, agents, employees and invites onto the Leased premises (herein referred to as “Remedial Work”) required by, or incurred by Lessor or any other person or entity from discharge of or exposure party due to such substance or matter under Remedial Work being required by any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any applicable federal, state or local agency order law, rule, regulation or requirement for removalorder, treatment or remedial action. To by any governmental agency, authority, or political subdivision having jurisdiction over the extent permitted by LawLeased Premises, and without in (b) any way limiting claims of third parties for loss, injury, expense, or damage arising out of the presence, release, or discharge of any other indemnity obligation under this AgreementHazardous Materials on, Contractor shall indemnifyunder, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officersin, directorsabove, to, or from the Leased Premises caused solely as a result of Lessee’s actions, or the actions of lessee’s vendors, contractors, agents, employeesemployees and invites onto the Leased premises. In the event any Remedial Work is so required under any applicable federal, representativesstate, shareholdersor local law, partnersrule, affiliatesregulation or order, successors Lessee shall promptly perform or cause to be performed such Remedial Work in compliance with such law, rule, regulation, or order. In the event Lessee shall fail to commence the Remedial Work in a timely fashion, or shall fail to prosecute diligently the Remedial Work to completion, such failure shall constitute an event of default on the part of Lessee under the terms of this Lease, and assigns harmlessLessor, from and against in addition to any and all claimsother rights or remedies afforded it hereunder, lossesmay, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, but shall not be obligated to, from or about cause the Job Site by Contractor. This indemnity Remedial Work to be performed, and Lessee shall be effective during promptly reimburse Lessor for the cost and after completion of the Workexpense thereof upon demand.
Appears in 1 contract
Hazardous Material. Contractor (a) Violate any Environmental Law (provided this covenant shall not be deemed violated by an unintentional violation that could not reasonably be expected to have a Material Adverse Effect on the Company) or (b) permit any Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity any of the property owned, leased or operated by the Company. If any Hazardous Material is specified brought or found thereon or therein, except as may be permitted above (and then only in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies strict compliance with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Materialapplicable Environmental Laws), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shallCompany, at its expense, cause the removal of the Hazardous Material shall immediately remove it, with proper off site disposal, and remedy perform, as required by any associated problems Governmental Authority or Bank, all environmental response, investigation, removal, corrective and remedial actions in a diligent manner and in accordance with applicable Laws all Environmental Laws. The Company's obligations hereunder shall survive any foreclosure of or exercise of power of sale under the Mortgage or any transfer of title to the Land and prudent business practicesImprovements to the Bank in lieu of foreclosure. "The Company shall promptly, after any officer of the Company learns or obtains knowledge of the occurrence thereof, give written notice to the Bank of receipt of any written notice of personal injury, property damage, violation, claim or noncompliance, or order or request for information, from any Governmental Authority or other third party with respect to any Environmental Law or Hazardous Material" , and shall mean (1) promptly remedy any Hazardous Material as defined under breach of any Environmental Law by the Comprehensive Environmental ResponseCompany. The Bank shall have the right to enter upon the property owned, Compensation and Liability Act of 1980, leased or operated by the Resource Conservation and Recovery ActCompany, or under any applicable state or local Lawspart thereof (through its employees and/or agents), to verify compliance by the Company with the terms of this Agreement and to conduct such environmental assessments and audits as Bank shall deem advisable to facilitate such verification; provided, however, THE COMPANY HEREBY ACKNOWLEDGES THAT ALL HAZARDOUS MATERIAL HANDLING PRACTICES AND ENVIRONMENTAL PRACTICES AND PROCEDURES ARE THE SOLE RESPONSIBILITY OF THE COMPANY, AND THE COMPANY HAS FULL DECISION-MAKING POWER WITH RESPECT THERETO. THE COMPANY FURTHER ACKNOWLEDGES THAT THE BANK IS NOT AN ENVIRONMENTAL CONSULTANT, ENGINEER, INVESTIGATOR OR INSPECTOR OF ANY TYPE WHATSOEVER. NO ACT (2OR DECISION NOT TO ACT) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theoryOF THE BANK RELATED TO THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL GIVE RISE TO ANY OBLIGATION OR LIABILITY ON THE PART OF THE BANK WITH RESPECT TO ENVIRONMENTAL MATTERS. IN NO EVENT SHALL ANY INFORMATION OBTAINED FROM THE BANK OR THEIR RESPECTIVE AGENTS PURSUANT TO THIS AGREEMENT OR ANY RELATED DOCUMENT CONCERNING THE ENVIRONMENTAL CONDITION OF THE PROPERTY OWNED, LEASED OR OPERATED BY THE COMPANY BE CONSIDERED BY THE COMPANY (3OR ANY OTHER RECIPIENT OF SAID INFORMATION) pesticidesAS CONSTITUTING LEGAL OR ENVIRONMENTAL CONSULTING, asbestosENGINEERING, formaldehydeINVESTIGATING OR INSPECTING ADVICE, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and AND THE COMPANY (4OR ANY OTHER RECIPIENT OF SAID INFORMATION) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial actionSHALL NOT RELY ON SAID INFORMATION. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the WorkTHE RESPONSIBILITY FOR COMPLIANCE WITH ENVIRONMENTAL LAWS RESTS SOLELY WITH THE COMPANY.
Appears in 1 contract
Samples: Reimbursement and Security Agreement (Open Plan Systems Inc)
Hazardous Material. Contractor Borrower covenants that Borrower will not cause or permit the Marriott Project to contain Hazardous Material. Borrower shall not install, store, use, treat, transport or dispose of (or permit or acquiesce in the installation, storage, use, treatment, transportation or disposal by Borrower, its agents, employees, independent contractors or tenants of) any Hazardous Material (on the Marriott Project. In the event of any such installation, storage, use, treatment, presence, transportation or disposal, whether previously existing or hereafter occurring, and whether by Borrower, or any predecessor in title, or any employees, agents, contractors or third parties, Borrower shall remove any such Hazardous Material, and otherwise comply with all applicable Legal Requirements, all at the expense of Borrower. If Borrower shall fail to proceed with such removal or otherwise comply with applicable Law as defined below) soon as reasonably possible, and in any case within the cure period permitted under applicable Law, Administrative Agent may declare an Event of Default. Notwithstanding anything contained herein, the Note, and any other Loan Document to the contrary, Citi acknowledges that Borrower and Borrower’s tenants, agents, employees, contractors and agents may be maintaining, at the Marriott Project, reasonable and customary quantities of certain solvents, cleaning fluids, petroleum products, and other items which may contain Hazardous Material to be locatedheld in the normal course, usedbusiness or trade to be treated, incorporated into the Work or brought onto the Job Site stored and disposed of in connection full compliance with the Work unless applicable regulations for small-quantity generators, if any; provided: (i) absolutely necessary because no alternative the presence of such Hazardous Material, in such concentrations, is availablenot prohibited under applicable Hazardous Material Law, (ii) such Hazardous Material, in such concentrations, is contained and stored in accordance with applicable Hazardous Material Law, and (iii) the precise nature acknowledgment by Citi as to the presence of such Hazardous Material shall not diminish Borrower’s obligation pursuant to this Section to reimburse Lenders against any loss or damage occasioned by the presence thereof. Borrower shall promptly notify Administrative Agent in writing of any order or pending or threatened action by any Governmental Authority having jurisdiction over the Marriott Project, or any claims made by any third party, relating to Hazardous Material on, or emanations from, the Marriott Project, and quantity shall promptly furnish Administrative Agent with copies of any correspondence or legal pleadings in connection therewith. In addition, Administrative Agent, after consulting with Borrower, shall have the right, but shall not be obligated, to notify any Governmental Authority having jurisdiction over the Marriott Project of information which may come to its attention with respect to Hazardous Material on or emanating from the Marriott Project, and Borrower irrevocably releases Lenders and Administrative Agent from any claims of loss, damage, liability, expense or injury relating to or arising from, directly or indirectly, any such disclosure. At any time and from time to time hereafter, terminating only upon repayment in full of all sums due and owing under the Note and performance of all obligations under the other Loan Documents, Administrative Agent may require Borrower to provide Administrative Agent, at the expense of Borrower, an inspection or audit of all or a portion of the Marriott Project, prepared by a qualified consultant selected by Borrower and approved by Administrative Agent certifying as to the presence or absence of Hazardous Material Materials, (i) if, in the exercise of its good faith business judgment based upon facts or circumstances occurring or coming to the knowledge of Administrative Agent after the effective date of the environmental survey results set forth in the Environmental Report, the Administrative Agent determines such inspection or audit is specified necessary or desirable, (ii) to confirm the completion of any remedial action by Borrower at the Marriott Project in writing to Ownercompliance with all applicable Legal Requirements and requirements of any Governmental Authority, (iii) if required to comply with regulatory requirements applicable to the prior written approval Administrative Agent or any of Owner is obtainedthem, and or (iv) Contractor complies from and after the occurrence of an Event of Default. Without limiting the foregoing, Borrower hereby grants to Administrative Agent and its employees, agents and independent contractors, the right to enter upon the Marriott Project, at any time and from time to time, upon reasonable prior notice, for the purpose of inspecting and auditing the Marriott Project and conducting tests, soil borings, the installation of monitoring xxxxx and such other tests as Administrative Agent deem necessary or desirable. Administrative Agent shall cooperate with Borrower and use their best efforts not to unreasonably interfere with the Construction. Borrower hereby agrees to reimburse Administrative Agent, Lenders and their respective directors, officers, agents and employees, and Citi’s successors, indorsees, transferees, participants and assigns, for all charges, costs, fees, expenses and liabilities incurred by any of the foregoing in connection with all Laws claims, demands, suits, proceedings, injunctive relief, orders, information requests, notice letters, losses, costs, fines, penalties, judgments, damages and prudent business practices concerning expenses (including reasonable attorneys’ fees and expenses) of every kind and nature whatsoever that arise (whether before, during or after the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware term of the Loan) out of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean following: (1i) any Hazardous Material as defined under the Comprehensive Environmental Responseat, Compensation and Liability Act of 1980on, the Resource Conservation and Recovery Actin, under, affecting, or under otherwise related to, any applicable state portion of the Construction Project, any surrounding property, or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon materialthe surrounding environment, and (4ii) circumstances that constitute a breach or violation, whether voluntary or involuntary, of this Section, Sections 3.1(n), 3.1(o) and 14.1(w) and the last sentence of Section 3.1(b) herein, or circumstances as alleged by a third party which, if true, would constitute such a breach or violation. The foregoing right of reimbursement includes, but is not limited to, the following: attorneys’ and consultants’ fees, expenses, and court costs; all costs of cleaning up, removing, remediating, implementing corrective action with respect to, abating, or otherwise responding to Hazardous Material relating to the Construction Project; all costs incurred to avoid the imposition of, or to discharge, any other substance or matter that becomes subject to lien on the Construction Project arising out of any Hazardous Material, any federal, state or local agency environmental statutes, law, regulation, order or requirement for removalany cleanup; all costs of determining whether the Construction Project is in compliance with applicable federal, treatment state or remedial action. To local environmental and wetlands statutes, laws, regulations and orders, as well as costs expended in efforts to bring the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and Construction Project into compliance with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any the same; and all claimscosts associated with claims for injury to persons, losses, costs property or liabilities arising out of an incurred connection with removing or remediating any Hazardous Materials on or about the Job Site or transported on, to, from or about the Job Site by Contractor. This indemnity shall be effective during and after completion of the Worknatural resources.
Appears in 1 contract
Samples: Construction Loan Agreement
Hazardous Material. Contractor Tenant shall keep and maintain the property in compliance with and shall not cause or permit any Hazardous Material (as defined below) the property to be locatedin violation of any state, usedor local laws, incorporated into ordinances, or regulations relating to industrial hygiene or to the Work environmental conditions on, under, or brought onto about the Job Site property, including, but not limited to, soil and groundwater conditions. Tenant shall not use, generate, manufacture, store, or dispose of on, under, or about the property or transport to or from the property any flammable explosives, radioactive materials, hazardous wastes, toxic substances, or related materials, including, without limitation, any substances defined as or included in connection with the Work unless definition of "hazardous substances", "hazardous wastes", "hazardous materials", or "toxic substances" under any applicable federal or state laws or regulations (collectively referred to hereinafter as "Hazardous Materials"). Tenant shall immediately advise Landlord in writing of (i) absolutely necessary because no alternative is availableany and all enforcement, cleanup, remedial, removal, or other governmental or regulatory actions instituted, completed, or threatened pursuant to any applicable federal, state, or local laws, ordinances, or regulations relating to any Hazardous Materials affecting the property ("Hazardous Materials Laws"); (ii) all claims made or threatened by any third party against Tenant or the precise nature property relating to damage, contribution, cost recovery, compensation, loss, or injury resulting from any Hazardous Materials (the matters set forth in clauses (i) and quantity of the (ii) above are hereinafter referred to as "Hazardous Material is specified in writing to Owner, Materials Claims"); and (iii) Tenant's discovery of any occurrence or condition on any real property adjoining or in the prior written approval vicinity of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters property that could cause the property or any material it reasonably believes part thereof to be Hazardous Materialsubject to any restrictions on the ownership, or becomes aware of any incident involving Hazardous Material at the Job Siteoccupancy, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence transferability, or use of the property under any Hazardous Material at Materials Laws. In no event shall Tenant be responsible for Hazardous Materials Claims created by the Job SiteLandlord or by a prior tenant of Landlord. Contractor Tenant shall be liable solely responsible for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. To the extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreement, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) indemnify and hold Owner and their respective officersharmless Landlord, its directors, agentsofficers, employees, representatives, shareholders, partners, affiliatesagents, successors and assigns harmless, from and against any and all claimsloss, lossesdamage, costs cost, expense, or liabilities liability directly or indirectly arising out of an incurred connection with removing or remediating any attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence of Hazardous Materials on on, under, or about the Job Site property, including without limitation (a) all consequential damages; (b) the costs of any required or transported onnecessary repair, cleanup, or detoxification of the property and the preparation and implementation of any closure, remedial, or other required plans, and (c) all reasonable costs and expenses incurred by Landlord in connection with clauses (a) and (b), including, but not limited to, from reasonable attorney's fees. These provisions shall only apply to the presence of Hazardous Materials caused the Tenant or about the Job Site by Contractor. This indemnity shall be effective during its employees, agents or contractors, and after completion of the Workfor no other reason whatsoever.
Appears in 1 contract
Samples: Lease Agreement (MJ Holdings, Inc.)
Hazardous Material. 2.11.1 As used herein, "Hazardous Material" is any substance or material identified now or in the future as hazardous or toxic under any Law, or any other substance or material which may be considered hazardous or toxic or otherwise subject to statutory or regulatory requirements governing handling, disposal and/or clean-up, including, but not limited to, asbestos or polychlorinated biphenyl (PCB) but shall not include tar sands (or the components thereof) naturally occurring at the Site. Contractor shall not permit be obligated to commence or continue Work until any known or suspected Hazardous Material discovered at the Site has been removed, rendered or determined to be harmless by Owner as certified by an independent testing laboratory and approved by the appropriate government agency.
2.11.2 If after the commencement of the Work, known or suspected Hazardous Material is discovered at the Site (other than Hazardous Materials brought on Site by Contractor or any of its Subcontractors), Contractor shall be entitled to immediately stop Work in the affected area, and Contractor shall report the condition to Owner and, if required, to any government entity with jurisdiction.
2.11.3 Contractor shall not be required to perform any Work relating to or in the area of known or suspected Hazardous Material (as defined belowother than Hazardous Materials brought on Site by Contractor or any of its Subcontractors) without written mutual agreement.
2.11.4 Unless brought on Site by Contractor or any of its Subcontractors, Owner shall be responsible for retaining an independent testing laboratory to determine the nature of the material encountered and whether it is a Hazardous Material requiring corrective measures and/or remedial action. Such measures shall be locatedthe sole responsibility of Owner, used, incorporated into and shall be performed in a manner minimizing any adverse effect upon the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material requiredContractor. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the resume Work in the area so affected and shall immediately report by any Hazardous Material only upon written agreement between the same parties after the Hazardous Material has been removed or rendered harmless by Owner.
2.11.5 If Contractor incurs additional costs and/or is delayed due to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence of known or use of suspected Hazardous Material at the Job Site. (other than Hazardous Materials brought on Site by Contractor or any of its Subcontractors) , Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury entitled to any person, or injury or damage to any property resulting from use of Hazardous Material an equitable adjustment in the performance of Contract Price and the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results in liability to any person or entity from discharge of or exposure to such substance or matter under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local agency order or requirement for removal, treatment or remedial action. Mechanical Completion Date.
2.11.6 To the fullest extent permitted by Law, and without in any way limiting any other indemnity obligation under this Agreementbut subject to Section 11.5.2, Contractor Owner shall indemnifydefend, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) indemnify and hold Owner harmless Contractor, Subcontractors of any tier, and their respective officers, directorsthe members, agents, employeesofficers, representatives, shareholders, partners, affiliates, successors directors and assigns harmlessemployees of each of them, from and against any and all Claims, damages, losses, costs and expenses, including but not limited to, attorney's fees, costs and expenses incurred in connection with litigation or arbitration, arising out of or relating to the performance of the Work in any area affected by Hazardous Material except with respect to Hazardous Materials brought onto the Site by Contractor or its Subcontractors. To the fullest extent permitted by Law, but subject to Section 11.5.2, such indemnification shall apply regardless of the fault, negligence, breach of warranty or contract, or strict liability of such indemnitee. Provided, however, that Owner's obligations under this Section 2.5.6 shall not apply to any claims, damages, losses, costs or liabilities arising out expenses to the extent of an incurred connection with removing the fault or remediating any Hazardous Materials on or about negligence of the Job Site or transported on, to, from or about intended indemnitee.
2.11.7 The terms of this Section 2.5 shall survive the Job Site by Contractor. This indemnity shall be effective during and after completion of the WorkWork under this Agreement and/or any termination of this Agreement.
Appears in 1 contract
Samples: Engineering, Construction and Procurement Agreement (Crown Energy Corp)
Hazardous Material. Contractor shall not permit any Hazardous Material (as defined below) to be located, used, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the 3.3.1 A Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any discharge, release, injury to any person, or injury or damage to any property resulting from use of Hazardous Material in the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. "Hazardous Material" shall mean (1) any Hazardous Material as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, or under any applicable state or local Laws, (2) any substance or matter that results material identified now or in liability to any person or entity from discharge of or exposure to such substance or matter the future as hazardous under any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any federal, state or local law or regulation, or any other substance or material which may be considered hazardous or otherwise subject to statutory or regulatory requirements governing handling, disposal and/or clean-up. The Contractor shall not be obligated to commence or continue Work until any known or suspected Hazardous Material discovered at the Project site has been removed, rendered or determined to be harmless by the Owner as certified by an independent testing laboratory and approved by the appropriate government agency.
3.3.2 If after the commencement of the Work, known or suspected Hazardous Material is discovered at the Project site, the Contractor shall be entitled to immediately stop Work in the affected area, and the Contractor shall report the condition to the Owner and, if required, the government agency order with jurisdiction.
3.3.3 The Contractor shall not be required to perform any Work relating to or requirement in the area of known or suspected Hazardous Material without written mutual agreement.
3.3.4 The Owner shall be responsible for removal, treatment or retaining an independent testing laboratory to determine the nature of the material encountered and whether it is a Hazardous Material requiring corrective measures and/or remedial action. Such measures shall be the sole responsibility of the Owner, and shall be performed in a manner minimizing any adverse effect upon the Work of the Contractor. The Contractor shall resume Work in the area affected by any Hazardous Material only upon written agreement between the parties after the Hazardous Material has been removed or rendered harmless.
3.3.5 If the Contractor incurs additional costs and/or is delayed due to the presence of known or suspected Hazardous Material, the Contractor shall be entitled to an equitable adjustment in the Contract Price and/or the date of Substantial Completion.
3.3.6 To the fullest extent permitted by Lawlaw, the Owner shall indemnify and hold harmless the Contractor, Architect/Engineer, Subcontractors and Subsubcontractors, and without in any way limiting any other indemnity obligation under this Agreementthe agents, Contractor shall indemnify, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officers, directors, agents, employees, representatives, shareholders, partners, affiliates, successors directors and assigns harmlessemployees of each of them, from and against any and all claims, damages, losses, costs and expenses, whether direct or liabilities indirect or consequential, including but not limited to attorney’s fees, costs and expenses incurred in connection with litigation or arbitration, arising out of an incurred connection with removing or remediating relating to the performance of the Work in any area affected by Hazardous Material.
3.3.7 Notwithstanding the proceeding provisions of this Section 3.3, owner is not responsible for hazardous conditions and/or Hazardous Materials on or about introduced to the Job Site or transported on, to, from or about the Job Site Project site by Contractor, or by its subcontractors or sub-subcontractors, or anyone from whose acts they may be liable. This indemnity Contractor shall indemnify, defend and hold harmless Owner and Owner’s officers, directors, employees and agents from and against all claims, losses, damages, liabilities and expenses, including attorneys fees and expenses, arising out of or resulting from those hazardous conditions and/or Hazardous Materials introduced to the project site by Contractor or by its subcontractors, sub-subcontractors or anyone from whose acts they may be effective during and after completion of the Workliable.
Appears in 1 contract
Samples: Design Build Agreement (Western Iowa Energy, L.L.C.)
Hazardous Material. Contractor Throughout the term of this Lease, Lessee shall not permit any Hazardous Material (as defined below) to be located------------------ prevent the presence, useduse, incorporated into the Work or brought onto the Job Site in connection with the Work unless (i) absolutely necessary because no alternative is available, (ii) the precise nature and quantity of the Hazardous Material is specified in writing to Owner, (iii) the prior written approval of Owner is obtained, and (iv) Contractor complies with all Laws and prudent business practices concerning the Hazardous Material required. If Contractor encounters any material it reasonably believes to be Hazardous Material, or becomes aware of any incident involving Hazardous Material at the Job Site, Contractor shall immediately stop the Work in the area so affected and shall immediately report the same to Owner. Contractor shall also immediately notify Owner of any notice Contractor receives concerning the presence or use of Hazardous Material at the Job Site. Contractor shall be liable for all on and off-site disposal or transport of Hazardous Material (and shall sign any manifest for the transport or storage of such Hazardous Material), and for any dischargegeneration, release, injury to any persondischarge, storage, disposal, or injury transportation of any Hazardous Materials (as hereinafter defined) on, under, in, above, to, or damage to any property resulting from use the Leased Premises other than in strict compliance with all applicable federal, state, and local laws, rules, regulations, and orders. For purposes of Hazardous Material in this provision, the performance of the Work. Contractor shall, at its expense, cause the removal of the Hazardous Material and remedy any associated problems in accordance with applicable Laws and prudent business practices. term "Hazardous MaterialMaterials" shall mean (1) and refer to any Hazardous Material as defined under the Comprehensive Environmental Responsewastes, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Actmaterials, or other substances of any kind or character that are or become regulated as hazardous or toxic waste or substances, or which require special handling or treatment, under any applicable state local, state, or local Lawsfederal law, rule, regulation, or order. Lessee shall indemnify, defend, and hold harmless from and against (2a) any substance loss, cost, expense, claim, or matter that results in liability arising out of any investigation, monitoring, clean-up, containment, removal, storage, or restoration work (herein referred to as "Remedial Work") required by, or incurred by Lessor or any other person or entity from discharge of or exposure to party in a reasonable belief that such substance or matter under Remedial Work is required by any statutory or common law theory, (3) pesticides, asbestos, formaldehyde, polychlorinated biphenyl, solvents, petroleum and motor fuel hydrocarbon material, and (4) any other substance or matter that becomes subject to any applicable federal, state or local agency order law, rule, regulation or requirement for removalorder, treatment or remedial action. To by any governmental agency, authority, or political subdivision having jurisdiction over the extent permitted by LawLeased Premises, and without in (b) any way limiting any other indemnity obligation under this Agreementclaims of third parties for loss, Contractor shall indemnifyinjury, defend (at Contractor's sole cost and with legal counsel acceptable to Owner) and hold Owner and their respective officersexpense, directors, agents, employees, representatives, shareholders, partners, affiliates, successors and assigns harmless, from and against any and all claims, losses, costs or liabilities damage arising out of an incurred connection with removing the presence, release, or remediating discharge of any Hazardous Materials on or about the Job Site or transported on, under, in, above, to, or from the Leased Premises. In the event any Remedial Work is so required under any applicable federal, state, or about local law, rule, regulation or order, Lessee shall promptly perform or cause to be performed such Remedial Work in compliance with such law, rule, regulation, or order. In the Job Site event Lessee shall fail to commence the Remedial Work in a timely fashion, or shall fail to prosecute diligently the Remedial Work to completion, such failure shall constitute an event of default on the part of Lessee under the terms of this Lease, and Lessor, in addition to any other rights or remedies afforded it hereunder, may, but shall not be obligated to, cause the Remedial Work to be performed, and Lessee shall promptly reimburse Lessor for the cost and expense thereof upon demand. Anything to the contrary herein notwithstanding, Lessee shall not be responsible for any conditions existing prior to commencement of this Lease, arising from off-site conditions and events, or as a result of actions by Contractor. This indemnity shall be effective during and after completion of the Workunrelated third parties.
Appears in 1 contract
Samples: Lease Agreement (Sequiam Corp)