Project Sunshine Consent Decree Sample Clauses

Project Sunshine Consent Decree. Buyer represents and warrants that it has received a copy of the Project Sunshine Consent Decree and that it has the financial and technical capability to assume the obligations set forth in the Project Sunshine Consent Decree with respect to the Purchased Assets. Buyer covenants and agrees that prior to or at the Closing it will execute and deliver a modification to the Project Sunshine Consent Decree, in a form satisfactory to Seller and the United States of America, pursuant to which Buyer shall agree to be bound by the terms and conditions of the Project Sunshine Consent Decree applicable to the Purchased Assets, and Buyer further covenants and agrees that from and after the Closing Date it shall comply in all respects with those provisions of the Project Sunshine Consent Decree (including any amendments, supplements or revisions thereto) relating to the operation, maintenance, insurance, and use of the Refinery and the Business and assume all costs and expenses associated therewith, and Buyer shall be responsible and liable for all costs and expenses arising from or relating in any way to compliance with the Project Sunshine Consent Decree as it relates to the Business. Buyer further agrees that the provisions of this paragraph shall be binding upon (A) any successors or assigns of Buyer, (B) any transferees of all or any portion of the Business and (C) any grantee of rights of use and/or operation thereof. Prior to transferring any interest in the Business, Buyer shall deliver to Seller written evidence satisfactory to Seller that such transferee has agreed to assume and has the financial and technical capability to assume the obligations set forth in the Project Sunshine Consent Decree with respect to the Purchased Assets.
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Related to Project Sunshine Consent Decree

  • APPROVAL OF PLANS AND SPECIFICATIONS The Plans and Specifications will conform to the requirements and conditions set out by applicable law or any effective restrictive covenant, and to all governmental authorities which exercise jurisdiction over the Leased Premises or the construction thereon.

  • Non-Consent Operations Seller has not elected not to participate in any operation or activity proposed with respect to the Assets which could result in any of Seller’s interest in any Assets becoming subject to a penalty or forfeiture as a result of such election not to participate in such operation or activity, except to the extent reflected in the Net Revenue Interests and Working Interests set forth in Exhibit A.

  • Underground Storage Tanks Borrower shall not install or permit to be installed on the Property any underground storage tank.

  • Environmental and Safety Matters Except as disclosed in Schedule 4.13:

  • Cooperation; Consents Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.

  • Regulatory and Special Allocations Notwithstanding the provisions of Section 5.01:

  • Access to Properties Subject to the rights of Tenants, Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

  • Tax Reclamation Services May be subject to additional charges depending upon the service level agreed. Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[ ] per claim. Out of Pocket Expenses § Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred. § A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate. § SWIFT reporting and message fees.

  • Environmental, Health and Safety Matters (a) The Company has complied and is in compliance with all Environmental, Health, and Safety Requirements.

  • Remedial Actions Relating to Hazardous Materials Activities Borrower shall, in compliance with all applicable Environmental Laws, promptly undertake, and shall cause each of its Subsidiaries promptly to undertake, any and all investigations, studies, sampling, testing, abatement, cleanup, removal, remediation or other response actions necessary to remove, remediate, clean up or xxxxx any Hazardous Materials Activity on, under or about any Facility that is in violation of any Environmental Laws or that presents a material risk of giving rise to an Environmental Claim. If Borrower or any of its Subsidiaries undertakes any such action with respect to any Hazardous Materials, Borrower or such Subsidiary shall conduct and complete such action in compliance with all applicable Environmental Laws and in accordance with the policies, orders and directives of all federal, state and local Government Authorities except when, and only to the extent that, Borrower’s or such Subsidiary’s liability with respect to such Hazardous Materials Activity is being diligently contested in good faith and by appropriate proceedings by Borrower or such Subsidiary.

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