Remediation and Monitoring Projects Sample Clauses

Remediation and Monitoring Projects. (i) Where consent is needed, Seller agrees (x) to use commercially reasonable efforts to obtain consent to assignment of Seller’s rights with respect to Remediation and Monitoring Projects under agreements with prior owners (the “Settlement Agreements”), including the settlement agreements listed on Schedule 6.1(j)(i), at Closing and (y) until such consent requirement is satisfied, waived or such agreement expires in accordance with its terms, Seller shall provide Buyer, on a quarterly basis, with a payment equivalent to the economic benefits of the Settlement Agreements (the “Settlement Agreement Payment Obligations”).
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Remediation and Monitoring Projects. Buyer shall, from and after the Closing Date, diligently pursue and complete any and all investigatory, corrective or remedial actions or obligations required by Governmental Authorities or arising under Environmental Laws associated with the Remediation and Monitoring Projects related to the Purchased Assets sold at any individual Closing. Buyer acknowledges and agrees that it shall be Buyer’s sole responsibility to procure its own contractors in connection with the same.
Sample 1
Remediation and Monitoring Projects. (i) Where consent is needed, Seller agrees (x) to use commercially reasonable efforts to obtain consent to assignment of Seller’s rights with respect to Remediation and Monitoring Projects under agreements with prior owners (the “Settlement Agreements”), including the settlement agreements listed on Schedule 6.1(j)(i), at Closing and (y) until such consent requirement is satisfied, waived or such agreement expires in accordance with its terms, Seller shall provide Buyer, on a quarterly basis, with a payment equivalent to the economic benefits of the Settlement Agreements (the “Settlement Agreement Payment Obligations”). (ii) For a period of ten years following the Closing Date (the “Reimbursement Period”), Seller agrees to reimburse Buyer for the amount by which the aggregate operating expenses incurred, and capital investments made, by Buyer associated with Remediation and Monitoring Projects, including any modification of the Remediation and Monitoring Projects pursuant to ISRA (the “Remediation and Monitoring Costs”), in a given year exceeds $250,000 after giving effect to (i) the payments actually received by Buyer from Seller in respect of the Settlement Agreements Payment Obligations, prior to the assignment of such agreements and (ii) the third party reimbursement obligations directly made to Buyer under the Settlement Agreements, following assignment of such agreements (the “Operating and Capital Expense Reimbursement Obligations”). (iii) For each fiscal quarter for which Buyer requests reimbursement of the Operating and Capital Expense Reimbursement Obligations set forth in Section 6.1(j) 27 (ii), Buyer shall deliver to Seller, an itemized invoice for all expenses related to the Remediation and Monitoring Projects. (iv) During the Reimbursement Period, Buyer shall provide Seller with its projected Remediation and Monitoring Costs for each year and representatives of Buyer and Seller shall (x) schedule a meeting to discuss Remediation and Monitoring Costs to the extent that such Costs will result in Seller having an Operating and Capital Expense Reimbursement Obligation. Seller shall have the right to approve Remediation and Monitoring Costs to the extent that Seller’s Operating and Capital Expense Reimbursement Obligation will exceed $100,000, such consent not to be unreasonably withheld, provided that in no event shall Seller be relieved of its Operating and Capital Expense Reimbursement Obligation if the Remediation and Monitoring Costs to be in...
Sample 1

Related to Remediation and Monitoring Projects

  • Periodic Review of Costs of Environmental Compliance In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review and the amount of its established reserves, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, result in a Material Adverse Change.

  • Information Systems Acquisition Development and Maintenance Security of System Files. To protect City Information Processing Systems and system files containing information, Service Provider will ensure that access to source code is restricted to authorized users whose specific job function necessitates such access.

  • ANALYSIS AND MONITORING The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

  • 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 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.

  • Repairs; Maintenance and Compliance Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause the Property to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall promptly comply with all Legal Requirements and immediately cure properly any violation of a Legal Requirement. Borrower shall notify Lender in writing within two (2) Business Days after Borrower first receives notice of any such non-compliance. Borrower shall promptly repair, replace or rebuild any part of the Property that becomes damaged, worn or dilapidated and shall complete and pay for any Improvements at any time in the process of construction or repair.

  • Investigation and Prevention Transfer Agent shall reasonably assist Fund in investigating of any such unauthorized access and shall use commercially reasonable efforts to:

  • Environmental Compliance and Reports Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests.

  • 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.

  • Remediation The Charter School shall provide remediation in required cases pursuant to State Board of Education Rule 160-4-5-.01 and No Child Left Behind, subject to any amendment, waiver or reauthorization thereof

  • Site Visits and Inspections; Regulatory Examinations During the term of this Agreement, authorized representatives of the Fund may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Fund under or pursuant to this Agreement. Such inspections shall be conducted at the Fund’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Fund and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Fund’s representatives to execute a confidentiality agreement before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to the Fund’s governmental regulators, at the Fund’s expense, solely to (i) the Fund’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to the Fund under the Agreement.

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