Priority of Landfill Operations Sample Clauses

Priority of Landfill Operations. Notwithstanding anything herein to the contrary, Developer understands and agrees that Republic’s primary interest and obligation is the safe and efficient operation of the Landfill, the Collection System, and other landfill gas collection systems at the Landfill, [***], and that any interest of Developer in Landfill Gas shall remain secondary to the operation, management, permits, and/or compliance of or relating to the Landfill and its landfill gas collection systems, including, without limitation, the Collection System. For purposes of this Section 2.6 relating to the priority of Landfill operations, the operation of the Landfill shall be deemed to include, without limitation, the operations of any Affiliate of Republic or third party (or any affiliated or successor entity engaged in similar or related activities) at the Landfill. In addition, [***]. Notwithstanding anything herein to the contrary, Developer, and Developer’s rights and interests under this Agreement, shall not interfere with Republic’s compliance with any permits, authorizations, licenses, ordinances or regulations related to the Landfill, the Collection System, and other landfill gas collection systems at the Landfill, or with the lawful and safe operation of the Landfill, the Collection System, and/or other landfill gas collection systems at the Landfill, [***]. Republic shall be free at all times during the term hereof to take any action Republic deems necessary or desirable, in Republic’s sole judgment, in connection with the Landfill, including, without limitation, any action required to comply with any Applicable Law, or to respond to community concerns, without regard to the effect of such action on the quantity or quality of Landfill Gas extracted from the Landfill. Republic may operate its blowers and flares independent of Developer, if Republic deems it necessary. Subject (i) to the priority of Republic’s operations as set forth in this Agreement, including, without limitation, compliance with permit provisions, environmental regulations and requirements, and other Applicable Laws, and (ii) [***]. Notwithstanding anything to the contrary set forth in this Agreement, (i) in the event of any action or event that (a) in the reasonable judgment of Republic [***], or (b) in the reasonable judgment of Republic [***], or (ii) if the delivery of Landfill Gas to Developer pursuant to the terms of this Agreement may, in the reasonable judgment of Republic, [***], then Republic may, in a...
Sample 1
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Priority of Landfill Operations. Notwithstanding anything herein to the contrary, Xxxxx understands and agrees that Seller’s primary interest and obligation are the safe and efficient operation of the Landfill and the Collection System, in compliance with Applicable Laws and permit conditions, and that any interest of Buyer in any Landfill Gas shall remain secondary to the operation of the Landfill and the Collection System. For the sole purpose of this Section 2.4, the operation of the Landfill shall be deemed to include, without limitation, the operations of [***], any Affiliate of [***] and any contractor of [***] or its Affiliates (or any affiliated or successor entity engaged in similar or related activities) at the Landfill. Buyer’s rights and interests hereunder shall not interfere with Seller’s compliance with any permits, authorizations, licenses or Applicable Laws related to the Landfill or the Collection System, or with the lawful and safe operation of the Landfill and the Collection System, including, without limitation, the design, division, construction, operation, expansion (vertical or horizontal), maintenance, and monitoring of the Collection System or the Landfill, or the closure, and post- closure of the Landfill; provided that Seller shall, to the extent reasonably possible considering the circumstances and the priority of the operations of the Landfill under this Section 2.4, utilize reasonable efforts to attempt to maintain Buyer’s priority to the delivery of Landfill Gas provided by Section 2.1(a). Seller shall be free at all times during the Term to take any action Seller deems necessary or desirable, in Seller’s reasonable judgment, in connection with the Landfill, including, without limitation, any action required to comply with any Applicable Law or to respond to community concerns, without regard to the effect of such action on the quantity or quality of Landfill Gas extracted from the Landfill. Seller may operate its blowers and flares independent of Buyer if Seller deems it necessary with respect to the priority of the operations of the Landfill under this Section 2.4.
Sample 1
Priority of Landfill Operations. Notwithstanding anything herein to the contrary, Purchaser understands and agrees that Seller’s primary interest and obligation are the safe and efficient operation of Seller’s Site, in compliance with applicable laws and permit conditions, and that any interest of Purchaser in the Landfill Gas shall remain secondary to the operation of Seller’s Site. Purchaser’s rights and interests hereunder shall not interfere with Seller’s compliance with any permit related to Seller’s Facilities, or with the lawful and safe operation of Seller’s Site, including the design, construction, operation, maintenance, monitoring, closure, and post-closure of Seller’s Site. Seller may, in emergency circumstances, operate its blowers and flares independent of Purchaser, if Seller deems necessary. Subject to the foregoing, Seller and Purchaser will work together in good faith to attempt to minimize adverse impacts to the Landfill Gas flow and Purchaser’s operations resulting from Seller’s primary interest and obligation; provided that nothing in this Agreement shall require Seller to incur out-of-pocket expenses in taking any actions that are not required to be taken by Seller in this Agreement with respect to compliance with applicable laws and permits relating to Seller’s Site and Seller’s operations (without taking into account Purchaser’s activities for purposes of making the foregoing determination).
Sample 1

Related to Priority of Landfill Operations

  • Maintaining Records; Access to Properties and Inspections Maintain all financial records in accordance with GAAP and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of the Borrower or any of the Subsidiaries at reasonable times, upon reasonable prior notice to the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of the Borrower or any of the Subsidiaries with the officers thereof and independent accountants therefor (so long as the Borrower has the opportunity to participate in any such discussions with such accountants), in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract.

  • Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor.

  • Title to Properties; Priority of Liens Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens. Each Borrower and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.

  • Maintenance of Properties and Leases Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof.

  • STORAGE TANKS AND SUMPS 3.1 Is any above or below ground storage of gasoline, diesel, petroleum, or other Hazardous Materials in tanks or sumps proposed in, on or about the Premises? Existing Tenants should describe any such actual or proposed activities. Yes [ ] No [ ] If yes, please explain:

  • Maintaining Records; Access to Properties and Inspections; Annual Meetings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. Each Company will permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the property of such Company at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants).

  • Construction or Rehabilitation of Mortgaged Property No Mortgage Loan was made in connection with the construction or rehabilitation of a Mortgaged Property or facilitating the trade-in or exchange of a Mortgaged Property;

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens (including, without limitation, liens for Taxes), encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

  • Existence; Compliance with Laws; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.

  • Environmental Events The Borrower will give notice to the Agent within five (5) Business Days of becoming aware of (i) any potential or known Release, or threat of Release, of any Hazardous Substances in violation of any applicable Environmental Law; (ii) any violation of any Environmental Law that the Borrower, any Guarantor or any of their respective Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency or (iii) any inquiry, proceeding, investigation, or other action, including a written notice from any agency of potential environmental liability, of any federal, state or local environmental agency or board, that in any case involves (A) a Mortgaged Property, (B) any other Real Estate and could reasonably be expected to have a Material Adverse Effect or (C) the Agent’s liens or security title on the Collateral pursuant to the Security Documents.

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