Remediation Agreement. The Company agrees not to materially amend or make any material changes to the Remediation Agreement without Parent’s prior written consent; provided that Parent shall consider any such proposed amendments or changes in good faith and shall not unreasonably withhold, condition or delay its consent thereto. The Company agrees to cooperate in good faith with Parent and to use its reasonable best efforts to perform its obligations under and in accordance with the Remediation Agreement.
Remediation Agreement. A copy of the Remediation Agreement is attached hereto as Exhibit B. The parties acknowledge that the Remediation Agreement provides in part that: The Remediation Agreement shall be binding upon Landlord, its successors, heirs, administrators and assigns and with respect to the remediation obligations set forth therein, the Remediation Agreement shall run with the land, consisting of all or any portion of the Cambridge Research Park Site, including the Property, be binding upon any and all subsequent owners, ground tenants, and mortgagees of the Cambridge Research Park Site, including the Property, or any portion thereof or interest therein. The Remediation Agreement further provides that notwithstanding the preceding sentence, that (a) Landlord may, at its election, perform its remediation and development obligations under the Remediation Agreement in phases and (b) with respect to any subsequent owner, ground tenant or mortgagee of any such phase or any portion thereof, the remediation obligation set forth in the Remediation Agreement shall not be binding upon any such subsequent owner, ground tenant or mortgagee, provided the obligations under the Remediation Agreement have been satisfied with respect to such phase. Prior to the Substantial Completion Date Landlord shall deliver to Tenant (i) the certification of Landlord's Licensed Site Professional certifying that the XXX has been completed in accordance with the MCP with respect to the Property and (ii) an estoppel certificate of COM/Energy pursuant to Paragraph 14 of the Remediation Agreement certifying, to the best of COM/Energy's knowledge, there is no default on the part of Landlord under the Remediation Agreement and further stating that COM/Energy has approved the XXX and that Landlord has satisfied Landlord's obligations under the Remediation Agreement with respect to the Property.
Remediation Agreement. No later than five days immediately following the date hereof, Seller and Cott shall execute and deliver a Remediation Agreement (the "Remediation Agreement") containing the terms and conditions of Exhibit I attached hereto and such other terms and conditions as the parties determine to be mutually acceptable (both acting reasonably and in good faith) and which are not inconsistent with Exhibit I.
Remediation Agreement. Optionor has delivered to Optionee a copy of the Remediation Agreement, and shall deliver to Optionee within five (5) business days after the Effective Date, copies of both the “Contribution Agreement” (as defined in the Remediation Agreement) and the Tri-Party Agreement. Optionor changed its name from FASL to Spansion LLC, a Delaware limited liability company, and therefore holds the beneficial interests of FASL under the Remediation Agreement, and possesses the power and authority to assign the Remediation Agreement to Optionee in the manner contemplated by this Agreement. To the best of Optionor’s actual knowledge, the Remediation Agreement is in full force and effect in accordance with its terms. Optionor is not in material default under the Remediation Agreement, and Optionor has no actual knowledge that there is currently any default or breach by AMD under the Remediation Agreement. To the best of Optionor’s actual knowledge, there exists no fact or condition which, with the passage time, giving of notice or both, would constitute a default or breach by either AMD or Optionor under the Remediation Agreement. Except for this Agreement, Optionor has not alienated, encumbered, transferred, assigned or otherwise conveyed its interest in the Remediation Agreement or any portion thereof, nor entered into any agreement to do so which is still in effect, nor shall Optionor do so prior to the Closing. Following the Effective Date, Optionor shall not modify, amend or terminate the Remediation Agreement without the prior written consent of Optionee, which consent shall not be unreasonably withheld or delayed.
Remediation Agreement. The Parties shall have entered into an environmental indemnification and remediation agreement in the form set out in Schedule 7.14. If any of the foregoing conditions in this Article has not been fulfilled by Closing, the Purchaser may terminate this Agreement by notice in writing to the Vendor, in which event the Purchaser is released from all obligations under this Agreement, and unless the Purchaser can show that the condition relied upon could reasonably have been performed by the Vendor, the Vendor is also released from all obligations under this Agreement. However, the Purchaser may waive compliance with any condition in whole or in part if it sees fit to do so, without prejudice to its rights of termination in the event of non-fulfilment of any other condition, in whole or in part, or to its rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.
Remediation Agreement. To the extent required in order to achieve compliance under the New Jersey Industrial Site Recovery Act (N.J.
Remediation Agreement. Shareholder shall have caused DRC to execute a Remediation Agreement in accordance with Section 4.3(a) hereof.
Remediation Agreement. Simultaneously with the execution and delivery hereof, the parties shall enter into an agreement (the "Remediation Agreement") in the form attached as Exhibit A hereto.
Remediation Agreement. Kali shall, as soon as practicable, seek to obtain ISRA Clearaxxx via an Authorization Letter in respect of the Facility. If the Parties shall reasonably determine that, without a Remediation Agreement, it is unlikely that ISRA Clearance will be obtained to permit the Closing to occur within forty-five (45) days of the Effective Date, then the Parties shall execute a Remediation Agreement, pursuant to which neither VGS nor the Kali Shareholders shall have any future monetary obligation; PROVIDED, HOWEVER, that if the related Preliminary Assessment Report shall reasonably estimate the costs in respect of such remediation to exceed $700,000 (including the use of Controls), then PRI shall not be obligated to execute the Remediation Agreement.
Remediation Agreement. (a) Seller has undertaken, at it sole expense, an investigation of Hazardous Substances potentially associated with discarded drums, containers, pipes, and other debris (collectively referred to as "Debris") at locations within the "Debris Area" as shown on the map marked Exhibit H, attached hereto. Seller's consultants have opined that there is no release or threatened release of Hazardous Substances within the Debris Area that require any further investigation and that no cleanup of Hazardous Substances is necessary.
(b) On or before Closing, the Seller shall remove and dispose of the exposed or partially exposed Debris from the Debris Area. Seller shall prepare a Work Plan for the removal, and Seller shall promptly provide and use best efforts to provide, not later than July 30, 2002, a copy of that Work Plan to Purchaser and to complete the removal before Closing. Within ten (10) days of the completion of the removal, Seller will provide Purchaser with a written closure report (the "Closure Report") that confirms the completion of the Work Plan, and which shall include all sampling and analytical results. Regardless of any other provisions in this or any other agreement, and after Closing, Purchaser can then treat both the Work Plan and the Closure Report generated in conjunction with the removal as a public document not subject to any confidentiality or disclosure restrictions. Regardless of any other provision in this or any other agreement, including but not limited to any confidentiality or disclosure restrictions, and prior to Closing, the Work Plan and the Closure Report may be disclosed by either party to the City of Gresham, or with the consent of the Seller, by the Purchaser to any other person.
(c) Seller will defend, using legal counsel reasonably acceptable to Purchaser, and indemnify Purchaser, its employees, officers, directors, representatives, invitees and agents harmless from and against all claims, demands, liabilities, costs, losses, damages, suits, proceedings and other obligations (including, without limitation, reasonable attorneys' fees and costs) (the "Claims") if all three of the following are true: (i) the Claims arise from the presence of Hazardous Substances or solid waste at the Debris Area as of the date of Closing; (ii) the Claims arise under Environmental Laws or common law trespass or nuisance, and (iii) the Purchaser takes title to Parcel 2 at Closing. The parties agree, that as to any cleanup pursuant to this Section ...
