Common use of No Liability for Clean Up of Hazardous Materials Clause in Contracts

No Liability for Clean Up of Hazardous Materials. In the event that the Trustee or Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Trustee’s or the Collateral Agent’s sole discretion may cause it to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause it to incur liability under CERCLA or any other federal, state or local law, the Trustee and the Collateral Agent reserve the right, instead of taking such action, to either resign or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Neither the Trustee nor the Collateral Agent shall be liable to any person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Trustee’s or the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or under the Collateral Documents or the Intercreditor Agreements or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time it is necessary or advisable for the Collateral to be possessed, owned, operated or managed by any person other than the Issuer, Holdings, Intermediate Holdings or any Note Guarantor, a majority in interest of the Holders shall direct the Trustee or the Collateral Agent to appoint an appropriately qualified person who they shall designate to possess, own, operate or manage, as the case may be, the Collateral.

Appears in 3 contracts

Samples: Indenture (Domus Holdings Corp), Indenture (Domus Holdings Corp), Indenture (Realogy Corp)

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No Liability for Clean Up of Hazardous Materials. In the event that the Trustee or Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Trustee’s or the Collateral Agent’s sole discretion may cause it the Trustee to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause it the Trustee to incur liability under CERCLA or any other federal, state or local environmental law, the Trustee and the Collateral Agent reserve reserves the right, instead of taking such action, to either resign as the Trustee or arrange for the transfer of the title or control of the asset to a court-court appointed receiver. Neither the The Trustee nor the Collateral Agent shall not be liable to the Company or any person other Person for any environmental claims or contribution actions under any federal, state or local environmental law, rule or regulation by reason of the Trustee’s or the Collateral Agent’s actions and conduct exercised with reasonable care as authorized, empowered and directed hereunder or under the Collateral Documents or the Intercreditor Agreements or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time after the occurrence of an Event of Default that is continuing, it is necessary or advisable for the Collateral Mortgaged Property to be possessed, owned, operated or managed by any person Person (including the Trustee) other than the Issuer, Holdings, Intermediate Holdings or any Note GuarantorCompany, a majority in interest aggregate principal amount of the Holders shall direct the Trustee or the Collateral Agent to appoint an appropriately qualified person who Person (excluding the Trustee) whom they shall designate to possess, own, operate or manage, as the case may be, the CollateralMortgaged Property.

Appears in 2 contracts

Samples: Supplemental Indenture (SOUTH JERSEY GAS Co), First Mortgage Indenture (South Jersey Industries Inc)

No Liability for Clean Up of Hazardous Materials. In the event that the Trustee or Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Trustee’s or the Collateral Agent’s sole discretion may cause it Collateral Agent to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause it Collateral Agent to incur liability under CERCLA or any other federal, state or local law, the Trustee and the Collateral Agent reserve reserves the right, instead of taking such action, to either resign as Collateral Agent or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Neither the Trustee nor the Collateral Agent shall not be liable to Grantors, Holders or any person other Person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Trustee’s or the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or under the Collateral Documents or the Intercreditor Agreements or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time it is necessary or advisable for the Collateral Facility to be possessed, owned, operated or managed by any person Person (including Collateral Agent) other than the Issuer, Holdings, Intermediate Holdings or any Note GuarantorGrantors, a majority Majority in interest Interest of the Holders shall direct the Trustee or the Collateral Agent to appoint an appropriately qualified person Person (excluding Collateral Agent) who they shall designate to possess, own, operate or manage, as the case may be, the CollateralFacility.

Appears in 1 contract

Samples: Note Security Agreement (Cellu Tissue Holdings, Inc.)

No Liability for Clean Up of Hazardous Materials. In the event that the Collateral Trustee or Collateral Agent is required requested to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Collateral Trustee’s or the Collateral Agent’s sole discretion may cause it the Collateral Trustee to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation Response Cleanup and Liability Act or any similar Environmental Laws (collectively, “CERCLA”), 42 U.S.C. §9601, et seq., ) or otherwise cause it the Collateral Trustee to incur incur, or be exposed to, any Environmental Liability or any liability under CERCLA or any other federal, state or local law, the Collateral Trustee shall not be required to acquire such title and the Collateral Agent reserve reserves the right, instead of taking such action, either to either resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset to a court-court appointed receiver. Neither the The Collateral Trustee nor the Collateral Agent shall not be liable to any person Person for any Environmental Liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Trustee’s or the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or under the Collateral Documents or the Intercreditor Agreements or relating to the any kind of discharge, release Release or threatened release Release of hazardous materials Hazardous Materials into the environment. If at any time it is necessary or advisable for the Collateral to be possessed, owned, operated or managed by any person other than the Issuer, Holdings, Intermediate Holdings or any Note Guarantor, a majority in interest of the Holders shall direct the Trustee or the Collateral Agent to appoint an appropriately qualified person who they shall designate to possess, own, operate or manage, as the case may be, the Collateral.

Appears in 1 contract

Samples: Revolving Credit Agreement (GenOn Energy, Inc.)

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No Liability for Clean Up of Hazardous Materials. In the event that the Trustee or Controlling Collateral Agent is required requested to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Trustee’s or the Controlling Collateral Agent’s sole discretion may cause it the Collateral Agent to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation Response Cleanup and Liability Act or any similar environmental laws (collectively, “CERCLA”), 42 U.S.C. §9601, et seq., ) or otherwise cause it the Controlling Collateral Agent to incur incur, or be exposed to, any environmental liability or any liability under CERCLA or any other federal, state or local law, the Trustee and the Controlling Collateral Agent reserve shall not be required to acquire such title and reserves the right, instead of taking such action, either to either resign as Controlling Collateral Agent or to arrange for the transfer of the title or control of the asset to a court-court appointed receiver. Neither the Trustee nor the The Controlling Collateral Agent shall not be liable to any person Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Trustee’s or the Controlling Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or under the Collateral Documents or the Intercreditor Agreements or relating to the any kind of discharge, release or threatened release of hazardous materials into the environment. If at any time it is necessary or advisable for the Collateral to be possessed, owned, operated or managed by any person other than the Issuer, Holdings, Intermediate Holdings or any Note Guarantor, a majority in interest of the Holders shall direct the Trustee or the Collateral Agent to appoint an appropriately qualified person who they shall designate to possess, own, operate or manage, as the case may be, the Collateral.

Appears in 1 contract

Samples: First Lien Intercreditor Agreement (Avantor, Inc.)

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