Leverkusen Environmental Actions prior to Closing Sample Clauses

Leverkusen Environmental Actions prior to Closing. (a) Except as provided otherwise in Article 6.10.2 below, the Parties agree that there will be no ground soil testing on any of the sites of Leverkusen, during a 36-month period following Closing. However, it is agreed that, as soon as practicable and prior to the Closing Date, URS, the environmental adviser of the Purchaser, will be entitled to (i) obtain groundwater samples from ten (10) of the existing site xxxxx located on the sites of Leverkusen (the “Leverkusen Sites”), such location to be jointly agreed between URS and ERM (provided however that ERM shall not unreasonably withhold or delay its agreement), the environmental adviser of the Sellers, and (ii) conduct chemical analyses on such groundwater samples, such analyses to be performed in accordance with the same chemical parameters as the ones applied in the Xxxxxxx Report of 2003 on soil samples, as attached in the Documentation Schedule (the “Leverkusen Environmental Actions”). It is also agreed between the Purchaser and the Sellers that, should URS provide ERM, the Purchaser and the Sellers with reasonable proofs that an existing groundwater well is not enabling testing for CHC in the near surface aquifer, then URS may be entitled, at the Purchaser’s expenses, to install, under the supervision and following the agreement of ERM (such agreement not be unreasonably withheld or delayed), a duplicate monitoring well allowing for groundwater sampling with regard to CHC testing. The Parties shall procure that the results of the Leverkusen Environmental Actions be completed and provided in a report to be jointly issued by URS and ERM to the Purchaser and the Sellers during the week starting Monday 18 December, 2006 and in any event no later than on Friday 22 December, 2006 (the “Leverkusen Report”);
Sample 1
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Related to Leverkusen Environmental Actions prior to Closing

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Compliance with Environmental Laws; Environmental Reports (a) Comply, and cause all lessees and other persons occupying Real Property owned, operated or leased by any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws; provided that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

  • Environmental Matters; Environmental Reviews (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

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