Landlord’s Environmental Indemnification. (a) For purposes of the Landlord’s indemnification obligations, the Landlord agrees that it will comply with all Environmental Laws applicable to the Landlord, including without limitation, those applicable to the use, storage, and handling of Hazardous Substances in, on, or about the Project Site. The Landlord agrees to indemnify and hold harmless the Tenant Indemnitee against and in respect of any and all damages, claims, losses, liabilities, and expenses (including, without limitation, reasonable attorneys, accounting, consulting, engineering, and other fees and expenses), which may be imposed upon, incurred by, or assessed against the Tenant Indemnitee by any other Person (including, without limitation, a Governmental Authority), arising out of, in connection with, or relating to the subject matter of: (i) the presence, discharge or release of Hazardous Substances, including all claims or alleged claims by any Governmental Authority or other Person for penalties, damages or injunctive relief or for the abatement of a nuisance related to the presence, discharge or release of Hazardous Substances, or (ii) any actual or alleged violation of Environmental Laws, in the case of each of subclauses (i) and (ii), where the presence, discharge or release of such Hazardous Substances or violation of Environmental Law arises or occurs (1) at, on or from the Project Site on or prior to the Ground Lease Commencement Date or (2) at, on or from the Project Site or any other site as a result of or relating to the Landlord’s Activities or facilities or Landlord’s Improvements, whether before, on or after the Ground Lease Commencement Date, or (iii) the Landlord’s breach of the covenant set forth above in this Section 9.4 or (iv) any environmental condition of contamination on the Project Site or any violation of any Environmental Law with respect to the Project Site to the extent occurring after the Ground Lease Commencement Date and caused by the Landlord’s Activities or facilities. (b) If Hazardous Substances become present or are discharged onto the Project Site as a result of the Landlord’s Activities or otherwise exist at the Project Site on or prior to the Ground Lease Commencement Date, the Tenant shall so notify the Landlord in writing as soon as practicable after the Tenant’s discovery thereof. Except with respect to Hazardous Substances that become present or are discharged onto the Project Site as a result of the Landlord’s Activities, such discovery and notice to the Landlord must occur within the Initial Term of this Ground Lease for the Landlord to have any obligation to perform any Corrective Measures (as hereinafter defined). Except as provided in the following sentence, upon receipt of such notice from the Tenant, the Landlord shall have a reasonable period of time to undertake, at its own expense, but subject to a limit of $5,000,000, such corrective measures as are necessary to remove such Hazardous Substances and to remediate such presence or discharge as required by applicable Environmental Laws or the requirements of the appropriate Governmental Authority (“Corrective Measures”), except that such Corrective Measures shall not unreasonably interfere with the construction, operation or maintenance of the Facility and/or interfere the Improvements by Tenant. At its discretion, upon written notice to the Landlord, the Tenant shall have the right to undertake such Corrective Measures and the Landlord shall reimburse the Tenant up to a total amount of $5,000,000 (or Tenant may offset against Rent) for its reasonable and necessary documented costs therefor within thirty (30) days after receipt of an invoice by the Landlord (including any costs associated with the work stoppage or interference with the ability of any Facility Contractor to perform its respective obligations under the Facility Contracts (including mobilization and de-mobilization costs, suspension costs, storage costs, rescheduling penalties, and all other direct and indirect costs incurred by the Tenant or any Facility Contractor (and its respective subcontractors) as a result of any delay caused by such Corrective Measures)). The Party not controlling the Corrective Measures under this Section 9.4(b) shall have a reasonable right of participation in the Corrective Measures, consisting of the right to (i) receive copies of material reports, work plans and correspondence relating to the Corrective Measures, (ii) the right to review and comment on draft reports and work plans (and all prompt and reasonable comments shall be considered and addressed by the controlling Party in good faith), and (iii) advance notice of and the right to attend and participate in meetings with Governmental Authorities. This Section 9.4(b) shall not supersede or diminish the provisions or the Landlord’s obligations under Section 9.4(a).
Appears in 6 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
Landlord’s Environmental Indemnification. (a) For purposes of the Landlord’s indemnification obligations, the Landlord agrees that it will comply with all Environmental Laws applicable to the Landlord, including without limitation, those applicable to the use, storage, and handling of Hazardous Substances in, on, or about the Project Site. The Landlord agrees to indemnify and hold harmless the Tenant Indemnitee against and in respect of any and all damages, claims, losses, liabilities, and expenses (including, without limitation, reasonable attorneys, accounting, consulting, engineering, and other fees and expenses), which may be imposed upon, incurred by, or assessed against the Tenant Indemnitee by any other Person (including, without limitation, a Governmental Authority), arising out of, in connection with, or relating to the subject matter of: (i) the presence, discharge or release of Hazardous Substances, including all claims or alleged claims by any Governmental Authority or other Person for penalties, damages or injunctive relief or for the abatement of a nuisance related to the presence, discharge or release of Hazardous Substances, or ; (ii) any actual or alleged violation of Environmental Laws, in the case of each of subclauses (i) and (ii), where the presence, discharge or release of such Hazardous Substances or violation of Environmental Law arises or occurs (1) at, on or from the Project Site on or prior to the Ground Lease Commencement Date or (2) at, on or from the Project Site or any other site as a result of or relating to the Landlord’s Activities or facilities or Landlord’s Improvements, whether before, on or after the Ground Lease Commencement Date, or ; (iii) the Landlord’s breach of the covenant set forth above in this Section 9.4 9.4; or (iv) any environmental condition of contamination on the Project Site or any violation of any Environmental Law with respect to the Project Site to the extent occurring after the Ground Lease Commencement Date and caused by the Landlord’s Activities or facilities.
(b) If Hazardous Substances become present or are discharged onto the Project Site as a result of the Landlord’s Activities or otherwise exist at the Project Site on or prior to the Ground Lease Commencement Date, the Tenant shall so notify the Landlord in writing as soon as practicable after the Tenant’s discovery thereof. Except with respect to Hazardous Substances that become present or are discharged onto the Project Site as a result of the Landlord’s Activities, such discovery and notice to the Landlord must occur within the Initial Term of this Ground Lease for the Landlord to have any obligation to perform any Corrective Measures (as hereinafter defined). Except as provided in the following sentence, upon receipt of such notice from the Tenant, the Landlord shall have a reasonable period of time to undertake, at its own expense, but subject to a limit of $5,000,000, such corrective measures as are necessary to remove such Hazardous Substances and to remediate such presence or discharge as required by applicable Environmental Laws or the requirements of the appropriate Governmental Authority (“Corrective Measures”), except that such Corrective Measures shall not unreasonably interfere with the construction, operation or maintenance of the Facility Facilities and/or interfere the Improvements by the Tenant. At its discretion, upon written notice to the Landlord, the Tenant shall have the right to undertake such Corrective Measures and the Landlord shall reimburse the Tenant up to a total amount of $5,000,000 (or the Tenant may offset against Rent) for its reasonable and necessary documented costs therefor within thirty (30) days after receipt of an invoice by the Landlord (including any costs associated with the work stoppage or interference with the ability of any Facility Contractor to perform its respective obligations under the Facility Contracts (including mobilization and de-mobilization costs, suspension costs, storage costs, rescheduling penalties, and all other direct and indirect costs incurred by the Tenant or any Facility Contractor (and its respective subcontractors) as a result of any delay caused by such Corrective Measures)). The Party not controlling the Corrective Measures under this Section 9.4(b) shall have a reasonable right of participation in the Corrective Measures, consisting of including the right to (i) receive copies of material reports, work plans and correspondence relating to the Corrective Measures, (ii) the right to review and comment on draft reports and work plans (and all prompt and reasonable comments shall be considered and addressed by the controlling Party in good faith), and (iii) advance notice of and the right to attend and participate in meetings with Governmental Authorities. This Section 9.4(b) shall not supersede or diminish the provisions or the Landlord’s obligations under Section 9.4(a).
Appears in 4 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
Landlord’s Environmental Indemnification. (a) For purposes of the Landlord’s indemnification obligations, the Landlord agrees that it will comply with all Environmental Laws applicable to the Landlord, including without limitation, those applicable to the use, storage, and handling of Hazardous Substances in, on, or about the Project Site. The Landlord agrees to indemnify and hold harmless the Tenant Indemnitee against and in respect of any and all damages, claims, losses, liabilities, and expenses (including, without limitation, reasonable attorneys, accounting, consulting, engineering, and other fees and expenses), which may be imposed upon, incurred by, or assessed against the Tenant Indemnitee by any other Person (including, without limitation, a Governmental Authority), arising out of, in connection with, or relating to the subject matter of: (i) the presence, discharge or release of Hazardous Substances, including all claims or alleged claims by any Governmental Authority or other Person for penalties, damages or injunctive relief or for the abatement of a nuisance related to the presence, discharge or release of Hazardous Substances, or (ii) any actual or alleged violation of Environmental Laws, in the case of each of subclauses (i) and (ii), where the presence, discharge or release of such Hazardous Substances or violation of Environmental Law arises or occurs (1) at, on or from the Project Site on or prior to the Ground Lease Commencement Date or (2) at, on or from the Project Site or any other site as a result of or relating to the Landlord’s Activities or facilities or Landlord’s Improvements, whether before, on or after the Ground Lease Commencement Date, or (iii) the Landlord’s breach of the covenant set forth above in this Section 9.4 or (iv) any environmental condition of contamination on the Project Site or any violation of any Environmental Law with respect to the Project Site to the extent occurring after the Ground Lease Commencement Date and caused by the Landlord’s Activities or facilities.
(b) If Hazardous Substances become present or are discharged onto the Project Site as a result of the Landlord’s Activities or otherwise exist at the Project Site on or prior to the Ground Lease Commencement Date, the Tenant shall so notify the Landlord in writing as soon as practicable after the Tenant’s discovery thereof. Except with respect to Hazardous Substances that become present or are discharged onto the Project Site as a result of the Landlord’s Activities, such discovery and notice to the Landlord must occur within the Initial Term of this Ground Lease for the Landlord to have any obligation to perform any Corrective Measures (as hereinafter defined). Except as provided in the following sentence, upon receipt of such notice from the Tenant, the Landlord shall have a reasonable period of time to undertake, at its own expense, but subject to a limit of $5,000,000, such corrective measures as are necessary to remove such Hazardous Substances and to remediate such presence or discharge as required by applicable Environmental Laws or the requirements of the appropriate Governmental Authority (“Corrective Measures”)Authority, except that such Corrective Measures removal or remediation shall not unreasonably interfere with the construction, operation or maintenance of the Facility and/or interfere the Improvements by the Tenant. At its discretion, upon written notice to the Landlord, the The Tenant shall have the right to undertake such Corrective Measures removal and remediation activities in its discretion, and the Landlord shall reimburse the Tenant up to a total amount of $5,000,000 (or the Tenant may offset against Rentrent) for its reasonable and necessary documented costs therefor within thirty (30) days after receipt of an invoice by the Landlord (including any costs associated with the work stoppage or interference with the ability of any Facility Contractor to perform its respective obligations under the Facility Contracts (including mobilization and de-mobilization costs, suspension costs, storage costs, rescheduling penalties, and all other direct and indirect costs incurred by the Tenant or any Facility Contractor (and its respective subcontractors) as a result of any delay caused by such Corrective Measuresremoval and/or remediation activities)). The Party not controlling the Corrective Measures remediation under this Section 9.4(b) shall have a reasonable right of participation in the Corrective Measuresremoval or remediation activities, consisting of including the right to (i) receive copies of material reports, work plans and correspondence relating to the Corrective Measuresremoval or remediation activities, (ii) the right to review and comment on draft reports and work plans (and all prompt and reasonable comments shall be considered and addressed accepted by the controlling Party in good faithParty), and (iii) advance notice of and the right to attend and participate in meetings with Governmental Authorities. This Section 9.4(b) shall not supersede or diminish the provisions or the Landlord’s obligations under Section 9.4(a).
Appears in 2 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
Landlord’s Environmental Indemnification. (a) For purposes of the Landlord’s indemnification obligations, the Landlord agrees that it will comply with all Environmental Laws applicable to the Landlord, including without limitation, those applicable to the use, storage, and handling of Hazardous Substances in, on, or about the Project Site. The Landlord agrees to indemnify and hold harmless the Tenant Indemnitee against and in respect of any and all damages, claims, losses, liabilities, and expenses (including, without limitation, reasonable attorneys, accounting, consulting, engineering, and other fees and expenses), which may be imposed upon, incurred by, or assessed against the Tenant Indemnitee by any other Person (including, without limitation, a Governmental Authority), arising out of, in connection with, or relating to the subject matter of: (i) the presence, discharge or release of Hazardous Substances, including all claims or alleged claims by any Governmental Authority or other Person for penalties, damages or injunctive relief or for the abatement of a nuisance related to the presence, discharge or release of Hazardous Substances, or (ii) any actual or alleged violation of Environmental Laws, in the case of each of subclauses (i) and (ii), where the presence, discharge or release of such Hazardous Substances or violation of Environmental Law arises or occurs (1) at, on or from the Project Site on or prior to the Ground Lease Commencement Date or (2) at, on or from the Project Site or any other site as a result of or relating to the Landlord’s Activities or facilities or Landlord’s Improvements, whether before, on or after the Ground Lease Commencement Date, or (iii) the Landlord’s breach of the covenant set forth above in this Section 9.4 or (iv) any environmental condition of contamination on the Project Site or any violation of any Environmental Law with respect to the Project Site to the extent occurring after the Ground Lease Commencement Date and caused by the Landlord’s Activities or facilities.
(b) If Hazardous Substances become present or are discharged onto the Project Site as a result of the Landlord’s Activities or otherwise exist at the Project Site on or prior to the Ground Lease Commencement Date, the Tenant shall so notify the Landlord in writing as soon as practicable after the Tenant’s discovery thereof. Except with respect to Hazardous Substances that become present or are discharged onto the Project Site as a result of the Landlord’s Activities, such discovery and notice to the Landlord must occur within the Initial Term of this Ground Lease for the Landlord to have any obligation to perform any Corrective Measures (as hereinafter defined). Except as provided in the following sentence, upon receipt of such notice from the Tenant, the Landlord shall have a reasonable period of time to undertake, at its own expense, but subject to a limit of $5,000,000, such corrective measures as are necessary to remove such Hazardous Substances and to remediate such presence or discharge as required by applicable Environmental Laws or the requirements of the appropriate Governmental Authority (“Corrective Measures”), except that such Corrective Measures shall not unreasonably interfere with the construction, operation or maintenance of the Facility Facilities and/or interfere the Improvements by the Tenant. At its discretion, upon written notice to the Landlord, the Tenant shall have the right to undertake such Corrective Measures and the Landlord shall reimburse the Tenant up to a total amount of $5,000,000 (or the Tenant may offset against Rent) for its reasonable and necessary documented costs therefor within thirty (30) days after receipt of an invoice by the Landlord (including any costs associated with the work stoppage or interference with the ability of any Facility Contractor to perform its respective obligations under the Facility Contracts (including mobilization and de-mobilization costs, suspension costs, storage costs, rescheduling penalties, and all other direct and indirect costs incurred by the Tenant or any Facility Contractor (and its respective subcontractors) as a result of any delay caused by such Corrective Measures)). The Party not controlling the Corrective Measures under this Section 9.4(b) shall have a reasonable right of participation in the Corrective Measures, consisting of including the right to (i) receive copies of material reports, work plans and correspondence relating to the Corrective Measures, (ii) the right to review and comment on draft reports and work plans (and all prompt and reasonable comments shall be considered and addressed by the controlling Party in good faith), and (iii) advance notice of and the right to attend and participate in meetings with Governmental Authorities. This Section 9.4(b) shall not supersede or diminish the provisions or the Landlord’s obligations under Section 9.4(a).
Appears in 2 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
Landlord’s Environmental Indemnification. (a) For purposes of the Landlord’s indemnification obligations, the Landlord agrees that it will comply with all Environmental Laws applicable to the Landlord, including without limitation, those applicable to the use, storage, and handling of Hazardous Substances in, on, or about the Project Site. The Landlord agrees to indemnify and hold harmless the Tenant Indemnitee against and in respect of any and all damages, claims, losses, liabilities, and expenses (including, without limitation, reasonable attorneys, accounting, consulting, engineering, and other fees and expenses), which may be imposed upon, incurred by, or assessed against the Tenant Indemnitee by any other Person (including, without limitation, a Governmental Authority), arising out of, in connection with, or relating to the subject matter of: (ia) the presence, discharge or release of Hazardous Substances, including all claims or alleged claims by any Governmental Authority or other Person for penalties, damages or injunctive relief or for the abatement of a nuisance related to the presence, discharge or release of Hazardous Substances, or ; (iib) any actual or alleged violation of Environmental Laws, in the case of each of subclauses (ia) and (iib), where the presence, discharge or release of such Hazardous Substances or violation of Environmental Law arises or occurs (1i) at, on or from the Project Site on or prior to the Ground Lease Commencement Date or (2ii) at, on or from the Project Site or any other site as a result of or relating to the Landlord’s Activities or facilities or Landlord’s Improvements, whether before, on or after the Ground Lease Commencement Date, or ; (iiic) the Landlord’s breach of the covenant set forth above in this Section 9.4 9.4; or (ivd) any environmental condition of contamination on the Project Site or any violation of any Environmental Law with respect to the Project Site to the extent occurring after the Ground Lease Commencement Date and caused by the Landlord’s Activities or facilities.
(b) If Hazardous Substances become present or are discharged onto the Project Site as a result of the Landlord’s Activities or otherwise exist at the Project Site on or prior to the Ground Lease Commencement Date, the Tenant shall so notify the Landlord in writing as soon as practicable after the Tenant’s discovery thereof. Except with respect to Hazardous Substances that become present or are discharged onto the Project Site as a result of the Landlord’s Activities, such discovery and notice to the Landlord must occur within the Initial Term of this Ground Lease for the Landlord to have any obligation to perform any Corrective Measures (as hereinafter defined). Except as provided in the following sentence, upon receipt of such notice from the Tenant, the Landlord shall have a reasonable period of time to undertake, at its own expense, but subject to a limit of $5,000,000, such corrective measures as are necessary to remove such Hazardous Substances and to remediate such presence or discharge as required by applicable Environmental Laws or the requirements of the appropriate Governmental Authority (“Corrective Measures”), except that such Corrective Measures shall not unreasonably interfere with the construction, operation or maintenance of the Facility and/or interfere the Improvements by Tenant. At its discretion, upon written notice to the Landlord, the Tenant shall have the right to undertake such Corrective Measures and the Landlord shall reimburse the Tenant up to a total amount of $5,000,000 (or Tenant may offset against Rent) for its reasonable and necessary documented costs therefor within thirty (30) days after receipt of an invoice by the Landlord (including any costs associated with the work stoppage or interference with the ability of any Facility Contractor to perform its respective obligations under the Facility Contracts (including mobilization and de-mobilization costs, suspension costs, storage costs, rescheduling penalties, and all other direct and indirect costs incurred by the Tenant or any Facility Contractor (and its respective subcontractors) as a result of any delay caused by such Corrective Measures)). The Party not controlling the Corrective Measures under this Section 9.4(b) shall have a reasonable right of participation in the Corrective Measures, consisting of the right to (i) receive copies of material reports, work plans and correspondence relating to the Corrective Measures, (ii) the right to review and comment on draft reports and work plans (and all prompt and reasonable comments shall be considered and addressed by the controlling Party in good faith), and (iii) advance notice of and the right to attend and participate in meetings with Governmental Authorities. This Section 9.4(b) shall not supersede or diminish the provisions or the Landlord’s obligations under Section 9.4(a).
Appears in 2 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
Landlord’s Environmental Indemnification. (a) For purposes of the Landlord’s indemnification obligations, the Landlord agrees that it will comply with all Environmental Laws applicable to the Landlord’s Activities, including without limitation, those applicable to the use, storage, and handling of Hazardous Substances in, on, or about the Project SiteSite by Landlord and specifically excluding to the extent the foregoing arises out of or relates to the activities of Tenant, its officers, representatives, agents, contractors, licensees, Affiliates and employees (collectively, “Tenant’s Activities”). The Except for those related to Tenant’s Activities, the Landlord agrees to indemnify and hold harmless the Tenant Indemnitee against and in respect of any and all damages, claims, losses, liabilities, and expenses (including, without limitation, reasonable attorneys, accounting, consulting, engineering, and other fees and expenses), which may be imposed upon, incurred by, or assessed against the Tenant Indemnitee by any other Person (including, without limitation, a Governmental Authority), arising out of, in connection with, or relating to the subject matter of: (i) the presence, discharge or release of Hazardous Substances, including all claims or alleged claims by any Governmental Authority or other Person for penalties, damages or injunctive relief or for the abatement of a nuisance related to the presence, discharge or release of Hazardous Substances, or ; (ii) any actual or alleged violation of Environmental Laws, in the case of each of subclauses (i) and (ii), where the presence, discharge or release of such Hazardous Substances or violation of Environmental Law arises or occurs (1) at, on or from the Project Site on or prior to the Ground Lease Commencement Date or (2) at, on or from the Project Site or any other site as a result of or relating to the Landlord’s Activities or facilities or Landlord’s Improvements, whether before, on or after the Ground Lease Commencement Date, or ; (iii) the Landlord’s breach of the covenant set forth above in this Section 9.4 9.4; or (iv) any environmental condition of contamination on the Project Site or any violation of any Environmental Law with respect to the Project Site to the extent occurring after the Ground Lease Commencement Date and caused by the Landlord’s Activities or facilities.
(b) If Hazardous Substances become present or are discharged onto Tenant shall obtain at Tenant’s sole cost a Phase I, and if deemed reasonably necessary by the Project Site as Tenant, a result Phase II, environmental study of the Landlord’s Activities or otherwise exist at the Project Site on or prior to the Ground Lease Commencement DateDate (collectively, the “Environmental Study”) and provide a copy thereof to Landlord no later than ninety (90) days prior to the anticipated Ground Lease Commencement Date. If Xxxxxx believes the Environmental Study shows the existence of any Hazardous Substances, Tenant shall so notify provide notice thereof to Landlord, specifying the Landlord in writing as soon as practicable after the Tenant’s discovery thereof. Except with respect to Hazardous Substances that become present or in question and indicating where in the Environmental Study such Hazardous Substances are discharged onto noted to exist, which notice must accompany the Project Site as a result copy of the Landlord’s Activities, such discovery and notice Environmental Study delivered to the Landlord must occur within the Initial Term of this Ground Lease above noted ten (10) day period for the Landlord to have any obligation to perform any Corrective Measures (as hereinafter defined). Except as provided in the following sentence, upon receipt of such notice from the Tenant, Tenant the Landlord shall have a reasonable period of time to investigate and provide written notice to Tenant stating whether Landlord will undertake, at its own expense, but subject to a limit of $5,000,000250,000, such corrective measures as are necessary to remove such Hazardous Substances and to remediate such presence or discharge as required by applicable Environmental Laws or the requirements of the appropriate Governmental Authority (“Corrective Measures”)) and if it will not do so, except stating either that the notice was not timely given (in which case Landlord shall not be responsible for undertaking Corrective Measures) or that it desires to engage at its own expense an environmental firm licensed in Louisiana to substantiate the presence of the Hazardous Substances, in which case Landlord shall have a period of thirty (30) days to obtain a report of said environmental firm. Xxxxxxxx’s environmental firm shall be given reasonable and prompt access by Tenant after written notice of the date(s) said firm plans to be at the Site and shall be allowed to perform such testing as is necessary and customary for the generation of its report. In conducting such testing, the firm will not unreasonably interfere with the construction, operation or maintenance of the Facilities and/or interfere with the Improvements by the Tenant. If the report of the environmental firm engaged by Landlord is in agreement with that of Tenant’s environmental firm as to whether the Hazardous Substances were present thereon prior to the Commencement Date of the Ground Lease, Landlord shall undertake the Corrective Measures and in doing so shall not unreasonably interfere with the construction, operation or maintenance of the Facility Facilities and/or interfere with the Improvements by the Tenant. If the reports by the environmental firms engaged by Tenant and Landlord are not in agreement as set forth above, then the two environmental firms shall select a third firm at the joint cost of the Tenant and Landlord and the decision of said third environmental firm licensed in Louisiana shall be determinative. The foregoing procedure being the “Environmental Evaluation Procedure”. At its discretion, upon written notice to the LandlordLandlord at least sixty-five (65) days after notice to Landlord as provided above and provided Landlord has not already contracted for the performance of the Corrective Measures, commenced Corrective Measures, or given notice to Tenant that Landlord will not undertake the Corrective Measures due to untimely notice by Tenant or that the decision of the Environmental Evaluation Procedure did not substantiate that Landlord is responsible for undertaking Corrective Measures, the Tenant shall have the right to undertake such Corrective Measures and the Landlord shall reimburse the Tenant up to a total amount of $5,000,000 250,000 (or the Tenant may offset against Rent) for its reasonable and necessary documented actual costs incurred therefor within thirty (30) days after receipt of an invoice by the Landlord (including any costs associated with the work stoppage or interference with the ability of any Facility Contractor to perform its respective obligations under the Facility Contracts (including mobilization and de-mobilization costs, suspension costs, storage costs, rescheduling penalties, and all other direct and indirect costs incurred by the Tenant or any Facility Contractor (and its respective subcontractors) as a result of any delay caused by such Corrective Measures))Landlord. The Party not controlling the Corrective Measures under this Section 9.4(b) shall have a reasonable right of participation in the Corrective Measures, consisting of including the right to (i) receive copies of material reports, work plans and correspondence relating to the Corrective Measures, (ii) the right to review and comment on draft reports and work plans (and all prompt and reasonable comments shall be considered and addressed by the controlling Party in good faith), and (iii) advance notice of and the right to attend and participate in meetings with Governmental Authorities. This Section 9.4(b) shall not supersede or diminish the provisions or the Landlord’s obligations under Section 9.4(a).
Appears in 2 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
Landlord’s Environmental Indemnification. (a) For purposes of the Landlord’s indemnification obligations, the Landlord agrees that it will comply with all Environmental Laws applicable to the Landlord, including without limitation, those applicable to the use, storage, and handling of Hazardous Substances in, on, or about the Project Site. The Landlord agrees to indemnify and hold harmless the Tenant Indemnitee against and in respect of any and all damages, claims, losses, liabilities, and expenses (including, without limitation, including reasonable attorneys, attorneys accounting, consulting, engineering, and other fees and expenses), which may be imposed upon, incurred by, or assessed against the Tenant Indemnitee by any other Person (including, without limitation, including a Governmental Authority), arising out of, in connection with, or relating to the subject matter of: (i) the presence, discharge or release of Hazardous Substances, including all claims or alleged claims by any Governmental Authority or other Person for penalties, damages or injunctive relief or for the abatement of a nuisance related to the presence, discharge or release of Hazardous Substances, or (ii) any actual or alleged violation of Environmental Laws, in the case of each of subclauses (i) and (ii), where the presence, discharge or release of such Hazardous Substances or violation of Environmental Law arises or occurs (1) at, on or from the Project Site on or prior to the Ground Lease Commencement Date or (2) at, on or from the Project Site or any other site as a result of or relating to the Landlord’s Activities or facilities or Landlord’s Improvements, whether before, on or after the Ground Lease Commencement Date, or (iii) the Landlord’s breach of the covenant set forth above in this Section 9.4 or (iv) any environmental condition of contamination on the Project Site or any violation of any Environmental Law with respect to the Project Site to the extent occurring after the Ground Lease Commencement Date and caused by the Landlord’s Activities or facilities.
(b) If Hazardous Substances become present or are discharged onto the Project Site as a result of the Landlord’s Activities or otherwise exist at the Project Site on or prior to the Ground Lease Commencement Date, the Tenant shall so notify the Landlord in writing as soon as practicable promptly after the Tenant’s discovery thereof. Except with respect to Hazardous Substances that become present or are discharged onto the Project Site as a result of the Landlord’s Activities, such discovery and notice to the Landlord must occur within the Initial Term of this Ground Lease for the Landlord to have any obligation to perform any Corrective Measures (as hereinafter defined). Except as provided in the following sentence, upon receipt of such notice from the Tenant, the Landlord shall have a reasonable period of time to undertake, at its own expense, but subject to a limit of $5,000,000, such corrective measures as are necessary to remove such Hazardous Substances and to remediate such presence or discharge as required by applicable Environmental Laws or the requirements of the appropriate Governmental Authority (“Corrective Measures”)Authority, except that such Corrective Measures removal or remediation shall not unreasonably interfere with the construction, operation operation, or maintenance of the Facility and/or unreasonably interfere with the Improvements by the Tenant. At its discretion, upon written notice to the Landlord, the The Tenant shall have the right to undertake such Corrective Measures removal and remediation activities in its discretion, and the Landlord shall reimburse the Tenant up to a total amount of $5,000,000 (or the Tenant may offset against Rent) for its reasonable and necessary documented costs therefor within thirty (30) days after receipt of an invoice by the Landlord (including any costs associated with the work stoppage or interference with the ability of any Facility Contractor to perform its respective obligations under the Facility Contracts (including mobilization and de-mobilization costs, suspension costs, storage costs, rescheduling penalties, and all other direct and indirect costs incurred by the Tenant or any Facility Contractor (and its respective subcontractors) as a result of any delay caused by such Corrective Measuresremoval and/or remediation activities)). The Party not controlling the Corrective Measures remediation under this Section 9.4(b) shall have a reasonable right of participation in the Corrective Measuresremoval or remediation activities, consisting of including the right to (i) receive copies of material reports, work plans and correspondence relating to the Corrective Measuresremoval or remediation activities, (ii) the right to review and comment on draft reports and work plans (and all prompt and reasonable comments shall be considered and addressed accepted by the controlling Party in good faithParty), and (iii) advance notice of and the right to attend and participate in meetings with Governmental Authorities. This Section 9.4(b) shall not supersede or diminish the provisions or the Landlord’s obligations under Section 9.4(a).
Appears in 2 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
Landlord’s Environmental Indemnification. (a) For purposes of the Landlord’s indemnification obligations, the Landlord agrees that it will comply with all Environmental Laws applicable to the Landlord, including without limitation, those applicable to the use, storage, and handling of Hazardous Substances in, on, or about the Project Site. The Landlord agrees to indemnify and hold harmless the Tenant Indemnitee against and in respect of any and all damages, claims, losses, liabilities, and expenses (including, without limitation, including reasonable attorneys, attorneys accounting, consulting, engineering, and other fees and expenses), which may be imposed upon, incurred by, or assessed against the Tenant Indemnitee by any other Person (including, without limitation, including a Governmental Authority), arising out of, in connection with, or relating to the subject matter of: (i) the presence, discharge or release of Hazardous Substances, including all claims or alleged claims by any Governmental Authority or other Person for penalties, damages or injunctive relief or for the abatement of a nuisance related to the presence, discharge or release of Hazardous Substances, or (ii) any actual or alleged violation of Environmental Laws, in the case of each of subclauses (i) and (ii), where the presence, discharge or release of such Hazardous Substances or violation of Environmental Law arises or occurs (1) at, on or from the Project Site on or prior to the Ground Lease Commencement Date or (2) at, on or from the Project Site or any other site as a result of or relating to the Landlord’s Activities or facilities or Landlord’s Improvements, whether before, on or after the Ground Lease Commencement Date, or (iii) the Landlord’s breach of the covenant set forth above in this Section 9.4 or (iv) any environmental condition of contamination on the Project Site or any violation of any Environmental Law with respect to the Project Site to the extent occurring after the Ground Lease Commencement Date and caused by the Landlord’s Activities or facilities.
(b) If Hazardous Substances become present or are discharged onto the Project Site as a result of the Landlord’s Activities or otherwise exist at the Project Site on or prior to the Ground Lease Commencement Date, the Tenant shall so notify the Landlord in writing as soon as practicable promptly after the Tenant’s discovery thereof. Except with respect to Hazardous Substances that become present or are discharged onto the Project Site as a result of the Landlord’s Activities, such discovery and notice to the Landlord must occur within the Initial Term of this Ground Lease for the Landlord to have any obligation to perform any Corrective Measures (as hereinafter defined). Except as provided in the following sentence, upon receipt of such notice from the Tenant, the Landlord shall have a reasonable period of time to undertake, at its own expense, but subject to a limit of $5,000,000, such corrective measures as are necessary to remove such Hazardous Substances and to remediate such presence or discharge as required by applicable Environmental Laws or the requirements of the appropriate Governmental Authority (“Corrective Measures”)Authority, except that such Corrective Measures removal or remediation shall not unreasonably interfere with the construction, operation or maintenance Tenant’s use of the Facility and/or interfere the Improvements by TenantSite. At its discretion, upon written notice to the Landlord, the The Tenant shall have the right to undertake such Corrective Measures removal and remediation activities in its discretion, and the Landlord shall reimburse the Tenant up to a total amount of $5,000,000 (or the Tenant may offset against Rent) for its reasonable and necessary documented costs therefor within thirty (30) days after receipt of an invoice by the Landlord (including any costs associated with the work stoppage or interference with the ability of any Facility Contractor contractor for the Plaquemines LNG Project to perform its respective contractual obligations under the Facility Contracts (including mobilization and de-mobilization costs, suspension costs, storage costs, rescheduling penalties, and all other direct and indirect costs incurred by the Tenant or any Facility Contractor such contractor (and its respective subcontractors) as a result of any delay caused by such Corrective Measuresremoval and/or remediation activities)). The Party not controlling the Corrective Measures remediation under this Section 9.4(b) shall have a reasonable right of participation in the Corrective Measuresremoval or remediation activities, consisting of including the right to (i) receive copies of material reports, work plans and correspondence relating to the Corrective Measuresremoval or remediation activities, (ii) the right to review and comment on draft reports and work plans (and all prompt and reasonable comments shall be considered and addressed accepted by the controlling Party in good faithParty), and (iii) advance notice of and the right to attend and participate in meetings with Governmental Authorities. This Section 9.4(b) shall not supersede or diminish the provisions or the Landlord’s obligations under Section 9.4(a).
Appears in 2 contracts
Samples: Ground Lease Agreement (Venture Global, Inc.), Ground Lease Agreement (Venture Global, Inc.)
Landlord’s Environmental Indemnification. (a) For purposes of the Landlord’s indemnification obligationsLandlord shall indemnify, the Landlord agrees that it will comply with all Environmental Laws applicable to the Landlord, including without limitation, those applicable to the use, storage, and handling of Hazardous Substances in, on, or about the Project Site. The Landlord agrees to indemnify defend and hold harmless Tenant, any leasehold mortgagee of Tenant, any purchaser in foreclosure from any leasehold mortgagee of Tenant, any person to whom Tenant assigns its interest in this Lease in compliance with Article 17 hereof, and any person to whom Tenant sublets all or any portion of the Premises in compliance with Article 18 hereof, and their respective successors, shareholders, officers, directors, employees and agents (Tenant Indemnitee and all such others being herein collectively referred to as "Tenant Indemnitees") from and against and in respect of any and all damages, claims, lossesdemands, liabilitiesactions, and expenses suits, orders, proceedings, judgments or injunctions threatened, made, brought, or entered against any Tenant Indemnitee by any federal, state, or local environmental governmental agency, or by any other person (including, without limitation, reasonable attorneys, accounting, consulting, engineering, and other attorneys fees and expenses), which may be imposed upon, incurred by, or assessed against the Tenant Indemnitee by any other Person (expenses resulting therefrom) including, without limitation, a Governmental Authoritythose for bodily injury (including death), arising damage to real or personal property of such person, or costs of response as defined by Section 101(25) of CERCLA, 42 U.S.C. 9601 (25) or any other costs to investigate, abatx, xxmove or remediate as required by an appropriate governmental agency under federal or state law, incurred by such person (collectively referred to herein as "Claims") to the extent such Claims arise out of, of or in connection with, or relating to the subject matter of: with any (i) Hazardous Materials in, on, under or from the presenceComplex other than Tenant's Hazardous Materials, discharge or release of Hazardous Substances, including all claims or alleged claims by any Governmental Authority or other Person for penalties, damages or injunctive relief or for the abatement of a nuisance related to the presence, discharge or release of Hazardous Substances, or (ii) any actual violation by Landlord of an Environmental Law, or alleged violation (iii) acts of any third party present on the Complex pursuant to an agreement entered into by Landlord permitting such party access to the Complex for purposes of testing, monitoring or remediation of Hazardous Materials other than Tenant's Hazardous Materials (collectively referred to herein as "Landlord's Environmental Indemnity Obligations"). Notwithstanding anything to the contrary herein, Landlord's Environmental Indemnity Obligations shall not include any of the following: (a) any Claims to the extent such Claims arise out of or are proximately caused by a breach of any provision of this Lease by Tenant or any other Tenant Indemnitee, (b) any Claims to the extent such Claims arise out of any Tenant's Hazardous Materials, (c) any Claims brought by any employee of Tenant or of any other Tenant Indemnitee where such Claim is covered by worker's compensation insurance maintained by Tenant or such Tenant Indemnitee, and (d) any Claims based on loss of use or occupancy of the Premises or any part thereof by any Tenant Indemnitee, or injury to or inconvenience or interference with Tenant's or any Tenant Indemnitee's business, and any Claims for lost profits or lost revenues of any type or kind resulting therefrom. In no event shall Landlord's Environmental Indemnity Obligations include remediation to standards more stringent than those required by the appropriate governmental agencies in order to Comply with Environmental Laws. In case any Claim that is covered by Landlord's Environmental Indemnity Obligations be initiated against any Tenant Indemnitee, then Landlord, upon notice from such Tenant Indemnitee, shall at its sole cost and expense, resist or defend such Claim by attorneys reasonably approved by such Tenant Indemnitee. Notwithstanding the foregoing, a Tenant Indemnitee may retain its own attorneys, and Landlord shall pay the reasonable fees and disbursements of such attorneys (except for fees and expenses for defense of any Claim brought by a Tenant Indemnitee against another Tenant Indemnitee, which shall not be paid by Landlord), to defend or assist in the case of each of subclauses defending any claim, action or proceeding (i) and involving potential liability of Five Million Dollars ($5,000,000) or more, (ii), where ) if the presence, discharge or release Tenant Indemnitee shall have reasonably concluded that there may be a conflict of interest between Landlord and such Tenant Indemnitee in the conduct of the defense of such Hazardous Substances or violation action (in which case Landlord shall not have the right to direct the defense of Environmental Law arises or occurs (1) atsuch Claim, on or from the Project Site on or prior to the Ground Lease Commencement Date or (2) at, on or from the Project Site or any other site as a result behalf of or relating to the Landlord’s Activities or facilities or Landlord’s Improvements, whether before, on or after the Ground Lease Commencement Datesuch Tenant Indemnitee), or (iii) the Claim is for equitable relief against the Tenant Indemnitee and no monetary damages are being sought against the Tenant Indemnitee. Landlord shall not settle any Claim against a Tenant Indemnitee without such Tenant Indemnitee's consent if such settlement involves relief other than the payment of money. No Tenant Indemnitee shall settle any Claim without Landlord’s breach of the covenant set forth above in this Section 9.4 or (iv) any environmental condition of contamination on the Project Site or any violation of any 's written consent. Any settlement not consented to by Landlord shall not be covered by Landlord's Environmental Law with respect to the Project Site to the extent occurring after the Ground Lease Commencement Date and caused by the Landlord’s Activities or facilitiesIndemnity Obligations.
(b) If Hazardous Substances become present or are discharged onto the Project Site as a result of the Landlord’s Activities or otherwise exist at the Project Site on or prior Landlord agrees to indemnify, defend, and hold harmless Tenant from and against any and all Claims to the Ground Lease Commencement Date, the Tenant shall so notify the Landlord in writing as soon as practicable after the Tenant’s discovery thereof. Except with respect to Hazardous Substances that become present extent arising out of or are discharged onto the Project Site as a result of the Landlord’s Activities, such discovery and notice to the Landlord must occur within the Initial Term of this Ground Lease for the Landlord to have any obligation to perform any Corrective Measures (as hereinafter defined). Except as provided in the following sentence, upon receipt of such notice resulting from the Tenant, the Landlord shall have a reasonable period of time to undertake, at its own expense, but subject to a limit of $5,000,000, such corrective measures as are necessary to remove such Hazardous Substances and to remediate such presence or discharge as required by applicable Environmental Laws or the requirements of the appropriate Governmental Authority (“Corrective Measures”), except that such Corrective Measures shall not unreasonably interfere with the construction, operation or maintenance of the Facility and/or interfere the Improvements by Tenant. At its discretion, upon written notice to the Landlord, the Tenant shall have the right to undertake such Corrective Measures and the Landlord shall reimburse the Tenant up to a total amount of $5,000,000 (or Tenant may offset against Rent) for its reasonable and necessary documented costs therefor within thirty (30) days after receipt of an invoice by the Landlord (including any costs associated with the work stoppage or interference with the ability of any Facility Contractor to perform its respective obligations under the Facility Contracts (including mobilization and de-mobilization costs, suspension costs, storage costs, rescheduling penalties, and all other direct and indirect costs incurred by the Tenant or any Facility Contractor (and its respective subcontractors) as a result of any delay caused by such Corrective Measures)). The Party not controlling the Corrective Measures under this Section 9.4(b) shall have a reasonable right of participation in the Corrective Measures, consisting of the right to (i) receive copies any discovery, disturbance or exacerbation of material reportsHazardous Materials in, work plans and correspondence relating on, under or around the Complex by the Pre-Lease Geotechnical Consultant in the conduct of its activities pursuant to the Corrective MeasuresPre-Lease Access Agreement, including; without limitation, in connection with the storage of soil cuttings, whether or not such Claims result from any negligence or misconduct on the part of the Pre-Lease Geotechnical Consultant, or (ii) the right Landlord's performance of, or failure to review and comment on draft reports and work plans (and all prompt and reasonable comments shall be considered and addressed by the controlling Party in good faith)perform, and (iii) advance notice of and the right to attend and participate in meetings with Governmental Authorities. This Section 9.4(b) shall not supersede or diminish the provisions or the Landlord’s 's obligations under Section 9.4(a)4 of the Pre-Lease Access Agreement.
Appears in 1 contract
Landlord’s Environmental Indemnification. (a) For purposes of the Landlord’s indemnification obligationsLandlord shall indemnify, the Landlord agrees that it will comply with all Environmental Laws applicable to the Landlord, including without limitation, those applicable to the use, storage, and handling of Hazardous Substances in, on, or about the Project Site. The Landlord agrees to indemnify defend and hold harmless Tenant, any leasehold mortgagee of Tenant, any purchaser in foreclosure from any leasehold mortgagee of Tenant, any person to whom Tenant assigns its interest in this Lease in compliance with Article 17 hereof, and any person to whom Tenant sublets all or any portion of the Premises in compliance with Article 18 hereof, and their respective successors, shareholders, officers, directors, employees and agents (Tenant Indemnitee and all such others being herein collectively referred to as "TENANT INDEMNITEES") from and against and in respect of any and all damages, claims, lossesdemands, liabilitiesactions, and expenses suits, orders, proceedings, judgments or injunctions threatened, made, brought, or entered against any Tenant Indemnitee by any federal, state, or local environmental governmental agency, or by any person (including, without limitation, reasonable attorneys, accounting, consulting, engineering, and other ' fees and expenses), which may be imposed upon, incurred by, or assessed against the Tenant Indemnitee by any other Person (expenses resulting therefrom) including, without limitation, a Governmental Authoritythose for bodily injury (including death), arising damage to real or personal property of such person, or costs of response as defined by Section 101(25) of CERCLA, 42 U.S.C. 9601 (25) or any other costs to investigate, xxxxx, remove or remediate as required by an appropriate governmental agency under federal or state law, incurred by such person (collectively referred to herein as "CLAIMS") to the extent such Claims arise out of, of or in connection with, or relating to the subject matter of: with any (i) Hazardous Materials in, on, under or from the presenceComplex other than Tenants' Hazardous Materials, discharge or release of Hazardous Substances, including all claims or alleged claims by any Governmental Authority or other Person for penalties, damages or injunctive relief or for the abatement of a nuisance related to the presence, discharge or release of Hazardous Substances, or (ii) any actual violation by Landlord of an Environmental Law, or alleged violation (iii) acts of any third party present on the Complex pursuant to an agreement entered into by Landlord permitting such party access to the Complex for purposes of testing, monitoring or remediation of Hazardous Materials other than Tenant's Hazardous Materials (collectively referred to herein as "LANDLORD'S ENVIRONMENTAL INDEMNITY OBLIGATIONS"). Notwithstanding anything to the contrary herein, Landlord's Environmental Indemnity Obligations shall not include any of the following: (a) any Claims to the extent such Claims arise out of or are proximately caused by a breach of any provision of this Lease by Tenant or any other Tenant Indenmitee, (b) any Claims to the extent such Claims arise out of any Tenant's Hazardous Materials, (c) any Claims brought by any employee of Tenant or of any other Tenant Indemnitee where such Claim is covered by worker's compensation insurance maintained by Tenant or such Tenant Indemnitee, and (d) any Claims based on loss of use or occupancy of the Premises or any part thereof by any Tenant Indemnitee, or injury to or inconvenience or interference with Tenant's or any Tenant Indemnitee's business, and any Claims for lost profits or lost revenues of any type or kind resulting therefrom. In no event shall Landlord's Environmental Indemnity Obligations include remediation to standards more stringent that those required by the appropriate governmental agencies in order to comply with Environmental Laws. In case any Claim that is covered by Landlord's Environmental Indemnity Obligations be initiated against any Tenant Indemnitee, then Landlord, upon notice from such Tenant Indemnitee, shall at its sole cost and expense, resist or defend such Claim by attorneys reasonably approved by such Tenant Indemnitee. Notwithstanding the foregoing, a Tenant Indemnitee may retain its own attorneys, and Landlord shall pay the reasonable fees and disbursements of such attorneys (except for fees and expenses for defense of any Claim brought by a Tenant Indemnitee against another Tenant Indemnitee, which shall not be paid by Landlord), to defend or assist in the case of each of subclauses defending any claim, action or proceeding (i) and involving potential liability of Five Million Dollars ($5,000,000) or more, (ii), where ) if the presence, discharge or release Tenant Indemnitee shall have reasonably concluded that there may be a conflict of interest between Landlord and such Tenant Indemnitee in the conduct of the defense of such Hazardous Substances or violation action (in which case Landlord shall not have the right to direct the defense of Environmental Law arises or occurs (1) atsuch Claim, on or from the Project Site on or prior to the Ground Lease Commencement Date or (2) at, on or from the Project Site or any other site as a result behalf of or relating to the Landlord’s Activities or facilities or Landlord’s Improvements, whether before, on or after the Ground Lease Commencement Datesuch Tenant Indemnitee), or (iii) the Landlord’s breach of the covenant set forth above in this Section 9.4 or (iv) any environmental condition of contamination on the Project Site or any violation of any Environmental Law with respect to the Project Site to the extent occurring after the Ground Lease Commencement Date and caused by the Landlord’s Activities or facilities.
(b) If Hazardous Substances become present or are discharged onto the Project Site as a result of the Landlord’s Activities or otherwise exist at the Project Site on or prior to the Ground Lease Commencement Date, Claim is for equitable relief against the Tenant shall so notify Indemnitee and no monetary damages are being sought against the Landlord in writing as soon as practicable after the Tenant’s discovery thereofTenant Indemnitee. Except with respect to Hazardous Substances that become present or are discharged onto the Project Site as a result of the Landlord’s Activities, such discovery and notice to the Landlord must occur within the Initial Term of this Ground Lease for the Landlord to have any obligation to perform any Corrective Measures (as hereinafter defined). Except as provided in the following sentence, upon receipt of such notice from the Tenant, the Landlord shall have not settle any Claim against a reasonable period Tenant Indemnitee without such Tenant Indemnitee's consent if such settlement involves relief other that the payment of time money. No Tenant Indemnitee shall settle any Claim without Landlord's written consent. Any settlement not consented to undertake, at its own expense, but subject to a limit of $5,000,000, such corrective measures as are necessary to remove such Hazardous Substances and to remediate such presence or discharge as required by applicable Environmental Laws or the requirements of the appropriate Governmental Authority (“Corrective Measures”), except that such Corrective Measures Landlord shall not unreasonably interfere with the construction, operation or maintenance of the Facility and/or interfere the Improvements be covered by Tenant. At its discretion, upon written notice to the Landlord, the Tenant shall have the right to undertake such Corrective Measures and the Landlord shall reimburse the Tenant up to a total amount of $5,000,000 (or Tenant may offset against Rent) for its reasonable and necessary documented costs therefor within thirty (30) days after receipt of an invoice by the Landlord (including any costs associated with the work stoppage or interference with the ability of any Facility Contractor to perform its respective obligations under the Facility Contracts (including mobilization and de-mobilization costs, suspension costs, storage costs, rescheduling penalties, and all other direct and indirect costs incurred by the Tenant or any Facility Contractor (and its respective subcontractors) as a result of any delay caused by such Corrective Measures)). The Party not controlling the Corrective Measures under this Section 9.4(b) shall have a reasonable right of participation in the Corrective Measures, consisting of the right to (i) receive copies of material reports, work plans and correspondence relating to the Corrective Measures, (ii) the right to review and comment on draft reports and work plans (and all prompt and reasonable comments shall be considered and addressed by the controlling Party in good faith), and (iii) advance notice of and the right to attend and participate in meetings with Governmental Authorities. This Section 9.4(b) shall not supersede or diminish the provisions or the Landlord’s obligations under Section 9.4(a)'s Environmental Indemnity Obligations.
Appears in 1 contract
Samples: Lease (Genencor International Inc)
Landlord’s Environmental Indemnification. (a) For purposes of On the Landlord’s indemnification obligationsSubstantial Completion Date, the Landlord agrees Property shall be free of Hazardous Materials, except Hazardous Materials that it will comply are: (i) present at the Property in compliance with all Environmental Laws applicable to the Landlordincluding, including without limitation, those applicable Hazardous Materials ordinarily used in a first-class office building; (ii) the subject of any ongoing remediation and/or monitoring program as approved by the Connecticut Department of Environmental Protection or a “licensed environmental professional” within the meaning of Connecticut General Statutes §22a-134 et seq., or (iii) present at the Property as a result of Tenant’s actions but in no event shall any Hazardous Materials exist in the Premises as of the Commencement Date other than in minor quantities typical for office needs. Landlord, at its expense, shall cause any ongoing remediation and/or monitoring program as referred to in this Section 24.1(a) to be diligently performed to completion, and Landlord shall have access to the useLand at all times, storageupon reasonable prior notice, for the purpose of performing such remediation and/or monitoring. Landlord shall indemnify Tenant and the Tenant Parties and hold Tenant and the Tenant Parties harmless with respect to all liabilities, costs and expenses (including reasonable attorneys’ fees) arising from (A) the presence of Hazardous Materials on the Property or the Premises other than as permitted hereunder, and handling (B) any violation of Environmental Laws with respect to the Property at any time during the Term, provided that the condition described in clause (A) or (B) was (i) not caused by Tenant or any Tenant Party or by any other tenant at the Property, or (ii) caused by Landlord’s failure to comply with its obligation to cause the Property to be free of Hazardous Substances inMaterials on the Substantial Completion Date as described in the first sentence of this subsection 24.1(a). Landlord shall remediate any condition for which Landlord is providing indemnification under this Section in accordance with all applicable requirements of Environmental Laws. Tenant shall not be liable for the presence of any Hazardous Materials on the Property or the Premises or the violation of any Environmental Law with regard to the Property or the Premises that is caused by Landlord or any of Landlord’s Representatives or that existed at the Premises as of the Substantial Completion Date, onexcept with respect to any condition caused by, but only to the extent caused by, the actions or about inactions of Tenant or the Project SiteTenant Parties, including actions or inactions that exacerbate any environmental condition present on the Premises prior to the date of execution of this Lease. The In addition to the foregoing indemnification, Landlord hereby agrees to indemnify indemnify, protect, defend, save and hold harmless Tenant and the Tenant Indemnitee Parties harmless from and against and in respect of any and all damagesdebts, duties, obligations, liabilities, suits, claims, demands, causes of action, fees, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable legal expenses and attorneys, accounting, consulting, engineering, and other ’ fees and expenseswith respect to the same) (“Losses”), which may be imposed uponin any way relating to, incurred byconnected with or arising out of any environmental condition relating to the time period prior to the Substantial Completion Date, or assessed against the Tenant Indemnitee by any other Person (including, without limitation, a Governmental Authority)any debts, duties, obligations, liabilities, suits, claims, demands, causes of action, damages, losses, costs and expenses in any way relating to, connected with or arising out ofof the foregoing. This agreement to indemnify and hold harmless shall be in addition to any other obligations or liabilities Landlord may have to Tenant at common law, in connection withunder all Applicable Laws or otherwise, or relating and shall survive, with respect to liability that accrues during the subject matter of: Term of this Lease, without limit of time.
(b) Landlord shall notify Tenant, promptly upon Landlord’s learning thereof, of any:
(i) the presence, discharge notice of violation to Landlord or release of Hazardous Substances, including all claims or alleged claims awareness by any Governmental Authority or other Person for penalties, damages or injunctive relief or for the abatement Landlord of a nuisance related to the presence, discharge or release condition which might reasonably result in a notice of Hazardous Substances, or (ii) any actual or alleged violation of Environmental Laws, in the case of each of subclauses (i) and (ii), where the presence, discharge or release of such Hazardous Substances or violation of Environmental Law arises or occurs (1) at, on or from the Project Site on or prior to the Ground Lease Commencement Date or (2) at, on or from the Project Site or any other site as a result of or relating to the Landlord’s Activities or facilities or Landlord’s Improvements, whether before, on or after the Ground Lease Commencement Date, or (iii) the Landlord’s breach of the covenant set forth above in this Section 9.4 or (iv) any environmental condition of contamination on the Project Site or any violation of any applicable Environmental Law with respect to the Project Site to Property; and
(ii) release of Hazardous Materials on the extent occurring after Property or presence of Hazardous Materials on the Ground Lease Commencement Date and Property in violation of Environmental Laws, except such releases or presence caused by the Landlord’s Activities or facilities.
(b) If Hazardous Substances become present or are discharged onto the Project Site as a result of the Landlord’s Activities or otherwise exist at the Project Site on or prior to the Ground Lease Commencement Date, the Tenant shall so notify the Landlord in writing as soon as practicable after the Tenant’s discovery thereof. Except with respect to Hazardous Substances that become present or are discharged onto the Project Site as a result of the Landlord’s Activities, such discovery and notice to the Landlord must occur within the Initial Term of this Ground Lease for the Landlord to have any obligation to perform any Corrective Measures (as hereinafter defined). Except as provided in the following sentence, upon receipt of such notice from the Tenant, the Landlord shall have a reasonable period of time to undertake, at its own expense, but subject to a limit of $5,000,000, such corrective measures as are necessary to remove such Hazardous Substances and to remediate such presence or discharge as required by applicable Environmental Laws or the requirements of the appropriate Governmental Authority (“Corrective Measures”), except that such Corrective Measures shall not unreasonably interfere with the construction, operation or maintenance of the Facility and/or interfere the Improvements by Tenant. At its discretion, upon written notice to the Landlord, the Tenant shall have the right to undertake such Corrective Measures and the Landlord shall reimburse the Tenant up to a total amount of $5,000,000 (or Tenant may offset against Rent) for its reasonable and necessary documented costs therefor within thirty (30) days after receipt of an invoice by the Landlord (including any costs associated with the work stoppage or interference with the ability of any Facility Contractor to perform its respective obligations under the Facility Contracts (including mobilization and de-mobilization costs, suspension costs, storage costs, rescheduling penalties, and all other direct and indirect costs incurred by the Tenant or any Facility Contractor (and its respective subcontractors) as a result of any delay caused by such Corrective Measures)). The Party not controlling the Corrective Measures under this Section 9.4(b) shall have a reasonable right of participation in the Corrective Measures, consisting of the right to (i) receive copies of material reports, work plans and correspondence relating to the Corrective Measures, (ii) the right to review and comment on draft reports and work plans (and all prompt and reasonable comments shall be considered and addressed by the controlling Party in good faith), and (iii) advance notice of and the right to attend and participate in meetings with Governmental Authorities. This Section 9.4(b) shall not supersede or diminish the provisions or the Landlord’s obligations under Section 9.4(a)Tenant Parties.
Appears in 1 contract
Samples: Lease (KAYAK SOFTWARE Corp)
Landlord’s Environmental Indemnification. (a) For purposes of On the Landlord’s indemnification obligationsSubstantial Completion Date, the Landlord agrees Property shall be free of Hazardous Materials, except Hazardous Materials that it will comply are: (i) present at the Property in compliance with all Environmental Laws applicable to the Landlordincluding, including without limitation, those applicable Hazardous Materials ordinarily used in a first-class office building; (ii) the subject of any ongoing remediation and/or monitoring program as approved by the Connecticut Department of Environmental Protection or a “licensed environmental professional” within the meaning of Connecticut General Statutes §22a-134 ef seq., or (iii) present at the Property as a result of Tenant’s actions but in no event shall any Hazardous Materials exist in the Premises as of the Commencement Date other than in minor quantities typical for office needs. Landlord shall indemnify Tenant and the Tenant Parties and hold Tenant and the Tenant Parties harmless with respect to all liabilities, costs and expenses (including reasonable attorneys’ fees) arising from (A) the presence of Hazardous Materials on the Property or the Premises other than as permitted hereunder, and (B) any violation of Environmental Laws with respect to the useProperty at any time during the Tern, storageprovided that the condition described in clause (A) or (B) was (i) not caused by Tenant or any Tenant Party or by any other tenant at the Property, and handling or (ii) caused by Landlord’s failure to comply with its obligation to cause the Property to be free of Hazardous Substances inMaterials on the Substantial Completion Date as described in the first sentence of this subsection 24.1(a), onLandlord shall remediate any condition for which Landlord is providing indemnification under this Section in accordance with all applicable requirements of Environmental Laws. Tenant shall not be liable for the presence of any Hazardous Materials on the Property or the Premises or the violation of any Environmental Law with regard to the Property or the Premises that is caused by Landlord or any of Landlord’s Representatives or that existed at the Premises as of the Substantial Completion Date, except with respect to any condition caused by, but only to the extent caused by, the actions or about inactions of Tenant or the Project Site. The Tenant Parties, including actions or inactions that exacerbate any environmental condition present on the Premises prior to the date of execution of this Lease, In addition to the foregoing indemnification, Landlord hereby agrees to indemnify indemnify, protect, defend, save and hold harmless Tenant and the Tenant Indemnitee Parties harmless from and against and in respect of any and all damagesdebts, duties, obligations, liabilities, suits, claims, demands, causes of action, fees, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable legal expenses and attorneys’ fees with respect to the same) (“Losses”), accountingin any way relating to, consultingconnected with or arising out of any environmental condition relating to the time period prior to the Substantial Completion Date, engineeringincluding, without limitation, any debts, duties, obligations, liabilities, suits, claims, demands, causes of action, damages, losses, costs and expenses in any way relating to, connected with or arising out of the foregoing. This agreement to indemnify and hold harmless shall be in addition to any other obligations or liabilities Landlord may have to Tenant at common law, under all Applicable Laws or otherwise, and other fees and expenses)shall survive, with respect to liability that accrues during the Term of this Lease, without limit of time.
(b) Landlord shall notify Tenant, promptly upon Landlord’s learning thereof, of any:
(i) notice of violation to Landlord or awareness by Landlord of a condition which may be imposed uponmight reasonably result in a notice of violation of any applicable Environmental Law with respect to the Property; and
(ii) release of Hazardous Materials on the Property or presence of Hazardous Materials on the Property in violation of Environmental Laws, incurred by, except such releases or assessed against presence caused by Tenant or any of the Tenant Indemnitee Parties.
(c) Notwithstanding anything to the contrary contained in this Lease, in the event any Hazardous Materials are discovered at the Property except as permitted by subsection 24.1(a) (other than Hazardous Materials brought onto the Property by Tenant or the Tenant Parties and violations of Environmental Laws arising from Tenant’s performance of the Tenant Improvements) or any other Person violation of Environmental Laws exists with respect to the Property, prior to the date Tenant completes the Tenant Improvements and takes initial occupancy of the Premises for the conduct of its business, then (i) Landlord, at Landlord’s cost and expense, shall remove such Hazardous Materials and/or cure such violation in compliance with Applicable Laws (any such work being “Landlord Cure Work”) so that Tenant shall be permitted to perform the Tenant Improvements (including, without limitation, a Governmental Authority), arising out of, in connection with, or relating to the subject matter of: (i) the presence, discharge or release of Hazardous Substances, including all claims or alleged claims by obtain any Governmental Authority building permits or other Person for penalties, damages governmental approvals or injunctive relief or signoffs with respect thereto) and to occupy the Premises for the abatement of a nuisance related to the presence, discharge or release of Hazardous Substances, or use permitted under this Lease and (ii) any actual if Tenant is actually delayed in completing the Tenant Improvements and/or taking occupancy of the Premises in the condition required on the Occupancy Date due to (x) the existence of such Hazardous Materials to the extent not permitted by subsection 24.1(a) or alleged violation violation(s) of Environmental Laws, in or (y) the case performance of the Landlord Cure Work the following shall apply (each day that Tenant is prevented from using or occupying the Premises due to the provisions herein is referred to herein as the “Environmental Delay Period”): (a) if the Environmental Delay Period shall consist of subclauses sixty (i60) and (ii)or fewer days, where the presence, discharge or release of such Hazardous Substances or violation of Environmental Law arises or occurs then Tenant shall be entitled to a Rent abatement equal to one (1) at, on or from the Project Site on or prior to the Ground Lease Commencement Date or (2) at, on or from the Project Site or any other site as a result of or relating to the Landlord’s Activities or facilities or Landlord’s Improvements, whether before, on or after the Ground Lease Commencement Date, or (iii) the Landlord’s breach day for each day of the covenant set forth above in this Section 9.4 or (iv) any environmental condition of contamination on the Project Site or any violation of any Environmental Law with respect to the Project Site to the extent occurring after the Ground Lease Commencement Date Delay Period; and caused by the Landlord’s Activities or facilities.
(b) If Hazardous Substances become present or are discharged onto if the Project Site as Environmental Delay Period shall consist of more than sixty (60) days, then (in addition to the abatement described in clause (a) of this Section for the initial sixty (60) day period) Tenant shall be entitled to a result Rent abatement equal to one and one half (1.5) days for each day of the Landlord’s Activities or otherwise exist at the Project Site on or prior to the Ground Lease Commencement Date, the Tenant shall so notify the Landlord in writing as soon as practicable Environmental Delay Period after the Tenant’s discovery thereof. Except with respect to Hazardous Substances that become present or are discharged onto the Project Site as a result of the Landlord’s Activities, such discovery and notice to the Landlord must occur within the Initial Term of this Ground Lease for the Landlord to have any obligation to perform any Corrective Measures sixtieth (as hereinafter defined). Except as provided in the following sentence, upon receipt of such notice from the Tenant, the Landlord shall have a reasonable period of time to undertake, at its own expense, but subject to a limit of $5,000,000, such corrective measures as are necessary to remove such Hazardous Substances and to remediate such presence or discharge as required by applicable Environmental Laws or the requirements of the appropriate Governmental Authority (“Corrective Measures”), except that such Corrective Measures shall not unreasonably interfere with the construction, operation or maintenance of the Facility and/or interfere the Improvements by Tenant. At its discretion, upon written notice to the Landlord, the Tenant shall have the right to undertake such Corrective Measures and the Landlord shall reimburse the Tenant up to a total amount of $5,000,000 (or Tenant may offset against Rent60th) for its reasonable and necessary documented costs therefor within thirty (30) days after receipt of an invoice by the Landlord (including any costs associated with the work stoppage or interference with the ability of any Facility Contractor to perform its respective obligations under the Facility Contracts (including mobilization and de-mobilization costs, suspension costs, storage costs, rescheduling penalties, and all other direct and indirect costs incurred by the Tenant or any Facility Contractor (and its respective subcontractors) as a result of any delay caused by such Corrective Measures)). The Party not controlling the Corrective Measures under this Section 9.4(b) shall have a reasonable right of participation in the Corrective Measures, consisting of the right to (i) receive copies of material reports, work plans and correspondence relating to the Corrective Measures, (ii) the right to review and comment on draft reports and work plans (and all prompt and reasonable comments shall be considered and addressed by the controlling Party in good faith), and (iii) advance notice of and the right to attend and participate in meetings with Governmental Authorities. This Section 9.4(b) shall not supersede or diminish the provisions or the Landlord’s obligations under Section 9.4(a)day.
Appears in 1 contract
Samples: Assignment and Assumption of Lease (SpringWorks Therapeutics, Inc.)
