Response Actions. The Borrower covenants and agrees that if any Release or disposal of Hazardous Substances shall occur or shall have occurred on any Real Estate owned by it or any of its Subsidiaries, the Borrower will cause the prompt containment and removal of such Hazardous Substances and remediation of such Real Estate if necessary to comply with all Environmental Laws.
Response Actions. The Borrowers covenant and agree that if any Release or Disposal of Hazardous Substances shall occur or shall have occurred on the Real Property, the Borrowers will cause the prompt containment and removal of such Hazardous Substances and remediation of the Real Property as necessary to comply with all Environmental Laws or to preserve the value of the Real Property.
Response Actions. The Borrower and the Guarantors jointly and severally covenant and agree that if any Release or disposal of Hazardous Materials shall occur or shall have occurred on any Real Estate if the same would have a Material Adverse Effect, the Borrower will cause the prompt containment and removal of such Hazardous Materials and remediation of such Real Estate as necessary to comply with all Environmental Laws or to preserve the value of such Real Estate to the extent necessary to avoid a Material Adverse Effect.
Response Actions. The Company covenants and agrees that if any release or disposal of Hazardous Materials shall occur or shall have occurred on the Property, the Company will cause the prompt containment and removal of such Hazardous Materials and remediation of the Property as necessary to comply in all material respects with all Environmental Laws or to preserve in all material respects the value of the Property.
Response Actions. The Borrower (and, to the extent relating to Real Property owned by it, each Guarantor or Unencumbered Property Subsidiary) covenants and agrees that if any Release or, disposal of Hazardous Materials shall occur or shall have occurred on any Unencumbered Property or any other Real Estate if the same would have a Material Adverse Effect, the Borrower (or the Guarantor or Unencumbered Property Subsidiary that owns the applicable Real Estate) will cause the prompt containment and removal of such Hazardous Materials and remediation of such Unencumbered Property or Real Estate as necessary to comply with all Environmental Laws or to preserve the value of such Unencumbered Property or Real Estate to the extent necessary to avoid a Material Adverse Effect.
Response Actions. As to any claim for indemnification hereunder which may be satisfied by the performance of a Response Action, the parties agree as follows:
(i) An Indemnifying Person shall have no obligation to perform any Response Actions to satisfy a claim for indemnification or to indemnify the Indemnified Person for any Losses related to a Response Action, if the claim for indemnification or the Response Action results from physically invasive tests of soil, groundwater or other environmental media performed or allowed by the Indemnified Person, unless such tests are (A) required by Environmental Law, a Governmental Authority or a judgment or settlement in connection with a Proceeding brought by an unaffiliated third party or (B) performed by such Indemnified Person in the ordinary course of business (without regard to the availability of indemnification hereunder and not including any testing in connection with the financing, lease or sublease of a Transferred Real Property) in connection with (1) the sale or other transfer of ownership by a Purchaser of a Transferred Real Property to an unaffiliated third party or (2) constructing improvements at a Transferred Real Property;
(ii) The Indemnified Person shall have the option of performing such Response Action, in which case it shall be entitled to recover only two-thirds (2/3) of the costs of the Response Action from the Indemnifying Person, or of allowing the Indemnifying Person to perform the Response Action at its expense subject, in either case, to the limits on indemnification hereunder;
(iii) Notwithstanding the preceding clause (ii), for all 5-Year PELs arising from or discovered due to invasive testing pursuant to Section 12.10(c)(i)(B), the Indemnified Person shall perform the Response Action but shall be entitled to recover only one-half (1/2) of the costs of the Response Action from the Indemnifying Person, subject to the limits on indemnification hereunder;
(iv) The costs of any Phase 1 and Phase 2 investigation and reports shall not be included in costs recoverable hereunder except to the extent that such investigation and reports disclose that a Response Action is required under Environmental Law or ordered by a Governmental Authority;
(v) Any Response Action shall be conducted in a Commercially Reasonable Manner. “Commercially Reasonable Manner” shall mean methods reasonably estimated to have the lowest cost on a present value basis (from the perspective of a reasonable business person acting without r...
Response Actions. Each Borrower and Guarantor covenants and agrees that if any Release or disposal of Hazardous Material shall occur or shall have occurred on any Real Property owned by it, such Borrower or Guarantor will cause the prompt containment and removal of such Hazardous Material and remediation of such Real Property as necessary to comply with all Environmental Laws or to preserve the value of such Real Property.
Response Actions. The Parties seek to ensure site-wide consistency, minimize the potential for conflict, eliminate potentially duplicative or uncoordinated requirements, utilize well-established and available processes and guidance, achieve compliance with CERCLA, RCRA, and HWMA, and agree that the HWMA corrective action process is functionally equivalent to the CERCLA response action process. Therefore, the requirements of CERCLA and the NCP shall be reflected in the Action Plan.
Response Actions. The Borrowers shall take all appropriate response actions, including any removal and remedial actions, in the event of a Release of any Hazardous Materials in, on, under or about any of its property, or property owned or operated by any Borrower, so as to keep them free from, and unaffected by Hazardous Materials.
Response Actions. The Contractor shall implement remedial actions and other cleanup or response actions as required to achieve the POs of this contract following DQOs in accordance with Section 5.1.
