Post-Closing Environmental Matters Sample Clauses

Post-Closing Environmental Matters. (a) On and after the Closing Date, with respect to Environmental Liabilities which constitute Excluded Environmental Liabilities, Buyer will (i) use commercially reasonable efforts not to prejudice or impair Seller’s rights under the Environmental Laws or interfere with Seller’s ability to contest in appropriate administrative, judicial or other proceedings its Liability, if any, for Environmental Claims or Remediation, and (ii) provide reasonable access to Seller to any Facility for purposes of (x) assisting in Seller’s ability to contest its Liability, if any, for Environmental Claims or Remediation or (y) undertaking Remediation; provided, however, such access may not unreasonably interfere with ordinary business operations of any Facility. Until such time as Seller’s obligations for Excluded Environmental Liabilities are extinguished and only to the extent relevant to those Environmental Liabilities which constitute Excluded Environmental Liabilities, (A) Buyer further agrees to provide to Seller draft copies of all plans and studies prepared in connection with any Site investigation or Remediation related to the Acquired Assets prior to their submission to the Governmental Authority with jurisdiction under Environmental Laws, (B) Seller shall have the right, without the obligation, to attend all meetings between Buyer, its Representatives, and such Governmental Authorities, and (C) Buyer shall promptly provide to Seller copies of all written information, plans, documents and material correspondence submitted to or received from such Governmental Authorities relating to Buyer’s discharge of any Environmental Liabilities assumed pursuant to this Agreement. (b) Buyer shall provide Seller with reasonable advance written notice before commencing any Dig Activities prior to the Excluded Environmental Liability Termination Date.
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Post-Closing Environmental Matters. Neither the Buyer nor any Buyer Affiliate shall intentionally take any action which causes any Stockholder to incur, directly or indirectly, any Losses, Liabilities and Obligations (other than pursuant to this Agreement) that actually arise out of, result from or relate to or are alleged by a third party to arise out of, result from or relate to any of the following: (i) any actual or alleged violation of one or more Environmental Laws; (ii) any actual or alleged requirements of one or more Environmental Laws; (iii) any Materials of Environmental Concern;
Sample 1
Post-Closing Environmental Matters. From and after the Closing Date the Buyer will perform, at its expense, all Landfill Management Obligations in a timely manner. Pursuant to the terms of September 9, 2004 (Steel Mills) the closure permits heretofore issued therxxxxx, the Buyer will monitor and maintain the St. Paul Landfills in compliance with said permits. Noxxxxhstanding the foregoing, Seller will perform, at its expense, all such additional remediation as is necessary to discharge all Landfill Excluded Liabilities.
Sample 1
Post-Closing Environmental Matters. Following the Closing, Buyer will conduct an investigation of environmental conditions around the underground storage tank (UST) systems at the Owned Real Property based on the recommendations in the Report of Phase I Environmental Site Assessment, dated December 28, 2012, prepared by Civil & Environmental Consultants, including, without limitation, a Phase II investigation that may include sampling and analysis of soil, materials and/or groundwater (“Post-Closing Environmental Investigation”). The Post-Closing Environmental Investigation shall be conducted pursuant to a scope of work reasonably acceptable to Buyer, the Seller Parties and the Bondholders’ Representative. Upon receipt, Buyer shall provide the Seller Parties and the Bondholders’ Representative with a copy of the results and report of the Post-Closing Environmental Investigation. To the extent the Post-Closing Environmental Investigation indicates that the Owned Real Property, or any portion thereof or equipment or structure thereon, requires repair, corrective action or remediation, Buyer shall prior to beginning any repair, corrective action or remediation: consult with the Seller Parties and the Bondholders’ Representative to determine a commercially reasonable scope of work for such repairs, corrective action or remediation; and provide to the Seller Parties a written workplan of the proposed scope of the repairs, corrective action or remediation to be performed at the Owned Real Property. Buyer will conduct and control any repairs, corrective action or remediation at the Owned Real Property; provided, however, that any repairs or corrective action shall be limited to actions to prevent leaks or Releases from the UST systems and that any remediation subject to this Section 5.14 shall be limited to: remediation of soils and groundwater impacted by the UST systems currently in use at the Owned Real Property; and the extent as would be necessary in the discretion of Buyer to achieve a no further action or equivalent determination from the Ohio Bureau of Underground Storage Tank Regulations, State of Ohio Environmental Protection Agency or other Government Entity with jurisdiction over remediation of soil and groundwater at the Owned Real Property. The Seller Parties and the Bondholders shall be jointly and severally liable for all costs and expenses of, or related to, such repairs, corrective action or remediation, which costs or expenses shall be made from the Escrow Amount; provided, howev...
Sample 1
Post-Closing Environmental Matters. Within forty-five (45) days of Closing, or such shorter time necessary to avoid any fines or penalties, Seller shall cause a qualified environmental consultant to develop, and shall implement, a written Storm Water Pollution Prevention Plan ("SWPP PLAN") that meets all applicable requirements of the stormwater construction general permit (no. TXR101V28) covering the Property. If the SWPP is developed by an environmental consultant other than Law Engineering and Environmental Services, Inc. ("LAW ENGINEERING") then upon completion, Seller shall submit the SWPP Plan to Law Engineering, or such other qualified environmental consultant reasonably acceptable to the Company (the "ENVIRONMENTAL CONSULTANT"), for review. Seller shall promptly implement any provisions reasonably recommended by the Environmental Consultant.
Sample 1
Post-Closing Environmental Matters. The liability of the Buyer to provide indemnification pursuant to Section 13.3(a) shall be limited as follows: the Buyer shall not be liable with respect to any matter referred to in Sections 13.3(a)(i)-(v), but excluding any liability in connection with any fraud or illegality on the Buyer's part in connection with the preparation, negotiation or execution of this Agreement, unless the aggregate Losses thereunder exceed $50,000 (the "Buyer's Basket"), in which event the Indemnified Person will be entitled to make a claim against Buyer to the extent such Losses exceed the Buyer's Basket and are less than or equal to $1,000,000 (the "Buyer's Cap"). For purposes of this Section 13.3(b), Losses will be aggregated (x) to determine whether Buyer's Basket has been exceeded, and (y) to determine whether the applicable cap has been met. The Buyer's liability under this Article XIII arising in connection with any fraud or illegality on Buyer's part in connection with the preparation, negotiation or execution of this Agreement shall not be subject to the Buyer's Basket or the Buyer's Cap. The indemnification given by Buyer in this Agreement shall survive until the Outside Indemnification Date (or until resolution or payment of all claims made on or prior to the Outside Indemnification Date, but only to the extent such claims have been made on or prior to the Outside Indemnification Date). Seller waives any rights it may have against Buyer for any and all claims under this Agreement or under any federal, state or municipal law, rule or regulation relating to this Agreement or the Purchased Assets (other than claims arising out of fraud or illegality on Buyer's part in connection with the preparation, negotiation or execution of this Agreement) which are not asserted before the Outside Indemnification Date at which time they shall expire and the Losses, if any (other than in connection with claims arising out of fraud or illegality on Buyer's part in connection with the preparation, negotiation or execution of this Agreement) which exceed the Buyer's Cap. Any claim asserted within any such period of survival as herein provided shall be timely made for purposes hereof.
Sample 1
Post-Closing Environmental Matters. (a) Prior to the Closing, or as soon as reasonably possible following the Closing, but in no event later than February 29, 2008, Shareholders, at their cost, shall install secondary containment around all aboveground storage tanks (“ASTs”) in use at the Real Properties and shall remove all ASTs not in use at the Real Properties, including, without limitation, the two 4,000-gallon ASTs located at 0000 Xxxxxxx Xxxx, Nashville, TN. The Shareholders’ installation of secondary containment and their removal of the ASTs no longer in use shall be completed to the reasonable satisfaction and approval of Purchaser and in compliance with all applicable Environmental Laws and Environmental Requirements. (b) Prior to the Closing, or as soon as reasonably possible following the Closing, but in no event later than February 29, 2008, Shareholders, at their cost, shall, with respect to the Real Property located at 0000 Xxxxxxx Xxxx, Nashville, TN, remediate the drain located in the mechanic shop, the drain outfall and other surrounding areas as recommended in the Phase II Limited Subsurface Assessment completed by Tetra Tech EM Incorporated, dated December 20, 2007 (except that Shareholders will not install an improved fluid collection system). The remediation shall be completed to the reasonable satisfaction and approval of Purchaser and in compliance with all applicable Environmental Laws and Environmental Requirements. (c) Prior to the Closing, or as soon as reasonably possible following the Closing, but in no event later than February 29, 2008, Shareholders, at their cost, shall remove the residence located on the Real Property located at 0000 Xxxxxxx Xxxx, Nashville, TN and restore the areas where the residences were located to grade. The Shareholders’ demolition, removal and restoration activities shall be completed to the reasonable satisfaction and approval of the Purchaser and in compliance with all applicable Environmental Laws and Environmental Requirements. (d) The Shareholders agree to indemnify Purchaser Indemnified Parties for any Losses that arise from or occur as a result of the Shareholders’ completion of the matters identified in subsections (a) through (c) of Section 13.05. In the event that these matters have not been completed by February 29, 2008 to the reasonable satisfaction and approval of the Purchaser, Purchaser shall have the right to complete the matters described in subsections (a) through (c), and Shareholders shall indemnify Purchaser for a...
Sample 1
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Post-Closing Environmental Matters. Purchaser has performed a Phase II Environmental Assessment of the Property, including additional testing activities during the weeks commencing March 31, 2013 and April 7, 2013 (the “Phase II Assessment”). Such Phase II Assessment has disclosed the existence of contamination by certain Hazardous Substances above legal limits in certain dry xxxxx at the Property and some above-ground and underground airborne contamination in a chemical usage/storage area of the building (the “Disclosed Contamination”). Such contamination has been, or will be, reported to the governmental authorities having jurisdiction (collectively, the “Governmental Authorities”), including the Suffolk County Health Department. The Governmental Authorities are expected to open up case files with respect to the Disclosed Contamination and any other contamination by Hazardous Substances that may be disclosed by remediation activities with respect to the Disclosed Contamination (collectively, the “Cases”). The Disclosed Contamination and any such other contamination are referred to herein as the “Contamination”. The estimated cost of the Phase II Assessment and remediating the Disclosed Contamination is $55,300.00.00. Purchaser is buying the Property subject to the Disclosed Contamination and agrees to make no claim against Lender with respect to the Contamination, subject to the provisions of Section 27.02 below.
Sample 1

Related to Post-Closing Environmental Matters

  • Environmental Matters (i) There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

  • Certain Environmental Matters (i) The Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

  • Litigation and Environmental Matters (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

  • Notice of Environmental Matters Promptly, but in any event within five (5) Business Days from the date Lessee has actual knowledge thereof, Lessee shall provide to Lessor written notice of any pending or threatened claim, action or proceeding involving any Environmental Law or any Release on or in connection with any Property or Properties. All such notices shall describe in reasonable detail the nature of the claim, action or proceeding and Lessee's proposed response thereto. In addition, Lessee shall provide to Lessor, within five (5) Business Days of receipt, copies of all material written communications with any Governmental Authority relating to any Environmental Law in connection with any Property. Lessee shall also promptly provide such detailed reports of any such material environmental claims as may reasonably be requested by Lessor.

  • Environmental Events The Borrower will, and will cause BPI to, promptly give notice in writing to the Agent (i) upon Borrower’s or BPI’s obtaining knowledge of any material violation (as determined by the Borrower or BPI in the exercise of its reasonable discretion) of any Environmental Law regarding any Real Estate Asset or Borrower’s or BPI’s operations, (ii) upon Borrower’s or BPI’s obtaining knowledge of any known Release of any Hazardous Substance at, from, or into any Real Estate Asset which it reports in writing or is reportable by it in writing to any governmental authority and which is material in amount or nature or which could materially affect the value of such Real Estate Asset, (iii) upon Borrower’s or BPI’s receipt of any notice of material violation of any Environmental Laws or of any material Release of Hazardous Substances in violation of any Environmental Laws, including a notice or claim of liability or potential responsibility from any third party (including without limitation any federal, state or local governmental officials) and including notice of any formal inquiry, proceeding, demand, investigation or other action with regard to (A) Borrower’s or BPI’s or any other Person’s operation of any Real Estate Asset, (B) contamination on, from or into any Real Estate Asset, or (C) investigation or remediation of off-site locations at which Borrower or BPI or any of its predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, or (iv) upon Borrower’s or BPI’s obtaining knowledge that any expense or loss has been incurred by such governmental authority in connection with the assessment, containment, removal or remediation of any Hazardous Substances with respect to which Borrower or BPI or any Partially-Owned Real Estate Entity may be liable or for which a lien may be imposed on any Real Estate Asset; any of which events described in clauses (i) through (iv) above would have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole. As of the date hereof, the Borrower has notified the Agent of the matters referenced on Schedule 8.5(b), to the extent such matters are disclosed in the Form 10-K referred to therein.

  • Compliance with Environmental Laws; Environmental Reports (a) Comply and use commercially reasonable efforts to cause all lessees and other persons occupying Real Property owned or operated by any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and property and obtain and renew all material Environmental Permits applicable to its operations and property and conduct any Response in accordance with Environmental Laws; provided, however, 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. (b) If a Default caused by reason of a breach of Section 3.17 or Section 5.09(a) shall have occurred and be continuing for more than 20 Business Days without the Companies commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to the Lenders within 45 days after such request, at the expense of Borrower, an environmental site assessment report regarding the matters which are the subject of such default, including where appropriate, any soil and/or groundwater sampling, prepared by an environmental consulting firm and in form and substance reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them in connection with such Default.

  • Environmental Monitoring (a) Borrower shall give prompt written notice to Lender of (i) any proceeding or inquiry by any party (including any Governmental Authority) with respect to the presence of any Hazardous Substance on, under, from or about the Property, (ii) all claims made or threatened by any third party (including any Governmental Authority) against Borrower or the Property or any party occupying the Property relating to any loss or injury resulting from any Hazardous Substance, and (iii) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property to be subject to any investigation or cleanup pursuant to any Environmental Law. Upon becoming aware of the presence of mold or fungus at the Property, Borrower shall (i) undertake an investigation to identify the source(s) of such mold or fungus and, to the extent required by applicable law, shall develop and implement an appropriate remediation plan to eliminate the presence of any Toxic Mold, (ii) perform or cause to be performed all acts reasonably necessary for the remediation of any Toxic Mold (including taking any action necessary to clean and disinfect any portions of the Property affected by Toxic Mold, including providing any necessary moisture control systems at the Property), and (iii) provide evidence reasonably satisfactory to Lender of the foregoing. Borrower shall permit Lender to join and participate in, as a party if it so elects, any legal or administrative proceedings or other actions initiated with respect to the Property in connection with any Environmental Law or Hazardous Substance, and Borrower shall pay all reasonable attorneys’ fees and disbursements incurred by Lender in connection therewith. (b) If Lender, on its good faith judgment, determines that reasonable cause exists for the performance of an environmental inspection or audit of the Property, at any time and from time to time upon Lender’s request, Borrower shall provide such inspection or audit of the Property prepared by a licensed hydrogeologist, licensed environmental engineer or qualified environmental consulting firm approved by Lender assessing the presence or absence of Hazardous Substances on, in or near the Property, and if Lender in its good faith judgment determines that reasonable cause exists for the performance of such environmental inspection or audit, then the cost and expense of such audit or inspection shall be paid by Borrower. Such inspections and audit may include soil borings and ground water monitoring. If Borrower fails to provide any such inspection or audit within thirty (30) days after such request, Lender may order same, and Borrower hereby grants to Lender and its employees and agents access to the Property and a license to undertake such inspection or audit. (c) If any environmental site assessment report prepared in connection with such inspection or audit recommends that an operations and maintenance plan be implemented for any Hazardous Substance, whether such Hazardous Substance existed prior to the ownership of the Property by Borrower, or presently exists or is reasonably suspected of existing, Borrower shall cause such operations and maintenance plan to be prepared and implemented at its expense upon request of Lender, to the extent required by applicable law, and with respect to any Toxic Mold, Borrower shall, to the extent required by applicable law, take all action necessary to clean and disinfect any portions of the Improvements affected by Toxic Mold in or about the Improvements, including providing any necessary moisture control systems at the Property. If any investigation, site monitoring, containment, cleanup, removal, restoration or other work of any kind is reasonably necessary under an applicable Environmental Law (“Remedial Work”), Borrower shall commence all such Remedial Work within thirty (30) days after written demand by Lender and thereafter diligently prosecute to completion all such Remedial Work within such period of time as may be required under applicable law. All Remedial Work shall be performed by licensed contractors approved in advance by Lender and under the supervision of a consulting engineer approved by Lender which approval shall not be unreasonably withheld or delayed. All costs of such Remedial Work shall be paid by Borrower, including Lender’s reasonable attorneys’ fees and disbursements incurred in connection with the monitoring or review of such Remedial Work. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, Lender may (but shall not be obligated to) cause such Remedial Work to be performed at Borrower’s expense. Notwithstanding the foregoing, Borrower shall not be required to commence such Remedial Work within the above specified time period: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time period would result in Borrower or such Remedial Work violating any Environmental Law, or (z) if Borrower, at its expense and after prior written notice to Lender, is contesting by appropriate legal, administrative or other proceedings, conducted in good faith and with due diligence, the need to perform Remedial Work. Borrower shall have the right to contest the need to perform such Remedial Work, provided that, (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Property nor any part thereof or interest therein will be sold, forfeited or lost if Borrower fails to promptly perform the Remedial Work being contested, and if Borrower fails to prevail in contest, Borrower would thereafter have the opportunity to perform such Remedial Work, (3) Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which Borrower has not furnished additional security as provided in clause (4) below, or to any risk of criminal liability, and neither the Property nor any interest therein would be subject to the imposition of any Lien for which Borrower has not furnished additional security as provided in clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to Lender additional security in respect of the Remedial Work being contested and the loss or damage that may result from Borrower’s failure to prevail in such contest in such amount as may be reasonably requested by Lender but in no event less than the cost of such Remedial Work as estimated by Lender and Borrower or Lender’s Consultant and any loss or damage that may result from Borrower’s failure to prevail in such contest. (d) Borrower shall not install or permit to be installed on the Property any underground storage tank.

  • Environmental Conditions A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-13 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Xxxxx’x Investors Service, Inc., S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, Fitch Ratings, Inc. and/or A.M. Best Company; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-13 or its successor) at the related Mortgaged Property.

  • Governmental Matters The filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting Group Members thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

  • Environmental Remediation Failure to remediate (or pursue the remediation process with due diligence and good faith) within the time period required by law or governmental order, (or within a reasonable time in light of the nature of the problem if no specific time period is so established), environmental problems in violation of Applicable Law related to Properties of the Borrower and/or its Subsidiaries where the estimated cost of remediation is in the aggregate in excess of Seventy-Five Million Dollars ($75,000,000), in each case after all administrative hearings and appeals have been concluded.

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