Potential Liabilities. Each Party hereto will use commercially reasonable efforts to identify situations involving possible liability or obligations under this Article IX (other than Section 9.1(b) and 9.2(b) hereof) and to determine the amount of any such liability or obligations, and, upon having notice of such situations, it will promptly advise the other Party thereof.
Potential Liabilities. (a) If Buyer or any of its subsidiaries (including the Company) become aware of a potential Covered Liability subsequent to the Closing Date (a “Potential Liability”), Buyer shall provide written notice to the Company Seller within five (5) Business Days specifying the Potential Liability in reasonable detail in light of the facts then known to Buyer and its subsidiaries and, if practicable in Buyer’s reasonable judgment, the amount or estimated amount thereof, together with copies of all documents in possession of Buyer and its subsidiaries related to such Potential Liability.
(b) Upon receipt of such notice, the Company Seller will have the right to (i) dispute whether the Potential Liability in the notice is a Covered Liability, (ii) acknowledge that the Potential Liability in the notice is a Covered Liability and satisfy that Covered Liability or (iii) acknowledge that the Potential Liability in the notice is a Covered Liability and defend against (or request that the Company manage or defend against) such Covered Liability. If the Company Seller disputes that the Potential Liability is a Covered Liability, the Parties will attempt to resolve the dispute in accordance with Section 13.10 prior to filing any legal proceeding in accordance with Section 13.6.
(c) With respect to a Covered Liability set forth on Schedule 7.16.2 and any Covered Liability that the Company Seller has elected to defend against under Section 7.16.4(b), the Company and Buyer shall provide prompt, reasonable assistance to the Company Seller in the investigation, defense or prosecution of any action, suit, inquiry, claim, investigation or proceeding which relates to or arises out of the Covered Liability. Such assistance will include: (i) designating an executive-level employee of the Company to be responsible for coordination of the assistance required by this Section 7.16, (ii) providing reasonable access to any Buyer, Company or Marpai employees or consultants assisting with or managing any claims related to Covered Liabilities, (iii) the executive-level employee and such other employees or consultants participating in weekly meetings with a representative of the Company Seller concerning developments in, and resolution of, Covered Liabilities, (iv) promptly providing to the Company Seller a copy of any correspondence or communication received with respect to a Covered Liability and (v) taking reasonable actions requested by the Company Seller which relate to or arise out of the...
Potential Liabilities. Other than as disclosed on Schedule ---------------------- -------- 9.4 attached hereto, the Borrower has no material indebtedness of any kind, --- including, without limitation, contingent liabilities, liabilities for taxes, long term leases or unusual forward or long-term commitments, and has not granted any security interest in any of its assets to any party.
Potential Liabilities. A. In General §7.2 Environmental liability relating to the purchase and sale of real property is governed by statutory and common law principles. Liability may arise by contractual agreement, by a party’s status as an owner or operator of a contaminated site, by a party’s conduct in causing a release or threatened release of contamination, or by a party’s conduct in failing to prevent migration of contamination. Awareness of these potential liabilities will help buyers and sellers consider appropriate avenues to minimize and allocate their risk of exposure to lawsuits or government- mandated response activities.
B. Part 201 §7.3 Part 201 of NREPA, MCL 324.20101 et seq. establishes, in part, the liability scheme for buyers and sellers of contaminated property. Part 201 serves as the Michigan counterpart to the federal liability scheme under CERCLA, 42 USC 9601 et seq., discussed in §7.5 and discussed generally in Chapter 5. Part 201 applies only to property that is a “facility”, which is defined as: any area, place or property where a hazardous substance in excess of the concentrations which satisfy the requirements of section 20120a(1)(a) or (17) or the cleanup criteria for unrestricted residential use under part 213 has been released, deposited, disposed of, or otherwise comes to be located. MCL 324.20101. Whether a “facility” requires cleanup or remediation will depend on its designated use (i.e., residential, commercial, recreational, industrial or other), as well as on the specific types and concentrations of contaminants existing on the property. MCL 324.20120a. The DNRE has established generic soil and groundwater cleanup criteria for various common contaminants for facilities designated for residential, commercial and industrial use. 2002 AACS, R 299.5744, R 299.5748 and R 299.5750 . Buyers can determine if property is a facility by having soil and groundwater samples taken and obtaining a laboratory analysis of those samples to the part per million (ppm) level. In contrast to the status-based strict liability scheme under CERCLA, liability under Part 201 is causation-based and arises where the owner or operator: (i) caused the release or threatened release; or (ii) became the owner or operator of a facility on, or after June 5, 1995 unless the owner or operator conducted a Baseline Environmental Assessment (BEA) prior to or within 45 days after the earlier of the date of purchase, occupancy or foreclosure, and disclosed the results of the BEA to ...
Potential Liabilities. Section 2.1 Separation Transactions Section 2.3(b) Intercompany Agreements Section 2.4 Intercompany Accounts None Potential liabilities related to STWD’s Exchange Act reports relating to disclosures about SWAY’s Assets.
Section 2.1 of the Disclosure Schedule
1. STWD contributes $100,000,000 to SWAY, subject to decrease, in STWD’s sole discretion, for any portion of the amount of (a) SWAY’s reimbursement obligation pursuant to Section 12.1 of the Agreement and (b) cash on hand of SWAY and the SWAY Subsidiaries at or prior to the time of Distribution (but after the date hereof), as reasonably determined by STWD.
2. STWD dividends 100% of its equity interest in Common Shares of SWAY to the shareholders of record of STWD.
Potential Liabilities
