Responsibility for Environmental Matters Sample Clauses

Responsibility for Environmental Matters. (a) With regard to any assessment or Remediation required by Law or third party claims as to any Tanks, tanks, or Store sites arising from or in any way relating to leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occurred prior to the First Closing and which are identified on Schedule 11.3(a), as between the parties, the Seller shall be and remain solely responsible for such assessment, Remediation or claim including application for eligibility for a Trust Fund and receipt of payments thereunder. The parties acknowledge and agree that Seller’s liability shall be limited to only those matters specifically identified on Schedule 11.3(a). This Schedule 11.3(a) will be completed prior to the First Closing and will consist of those Store sites (i) which Seller agrees to Remediate pursuant to and under Section 7.7 of this Agreement, and (ii) at which a leak, release, spill or discharge of Petroleum Products or Hazardous Substances occurs and is discovered by Seller or Purchaser after the Phase II Deadline but prior to the First Closing. (b) As between the parties, from and after the First Closing and Second Closing, as applicable, Purchaser shall own all Tanks and tanks, and own or lease the Store sites, and (i) the Purchaser shall be solely responsible for maintaining registration of registered Tanks and Store sites subsequent to the First Closing Date (unless Purchaser does not take possession of a Store site due to Seller’s inability to obtain any required consent to sublease such Store site), and (ii) the Purchaser shall be solely responsible for any assessment or Remediation required by Law and any third-party claims arising from leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occur subsequent to the First Closing Date or which were not identified on Schedule 11.3(a) before the First Closing Date, and the Seller Designate Real Property Subleases shall provide that Purchaser, as tenant and operator, shall be solely responsible for all Liability. (c) The parties acknowledge and agree that with respect to those sites with any prior environmental contamination where Remediation has been performed and the sites are identified as closed or a determination that no further action is required by the applicable Governmental Authorities, from and after the First Closing and Second Closing, as applic...
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Responsibility for Environmental Matters. 33 11.4 Specific Performance; Injunctive Relief..................................................................34 11.5
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Responsibility for Environmental Matters. 36 11.5 Change of Seller's Name...............................................38 11.6 WIP Stores Located in Florence, South Carolina, and Wilmington North Carolina........................................................38 ARTICLE XII SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
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Responsibility for Environmental Matters. 1.1 As between HydroChem and VSI, HydroChem agrees to take full and complete responsibility for remediation of any environmental condition at, under or from the Property which must be remediated under any applicable federal, state, or local statute, rule, or regulation regulating the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release, or threatened release into the environment, of any solid, hazardous, or toxic substance, pollutant, contaminant, or waste, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. ss. 9601 et seq. ("CERCLA"), the Resource Conservation and Recovery Act, 42 U.S.C. ss. 6901, et seq. ("RCRA"), the Clean Water Act, 33 U.S.C. ss. 1251, et seq., the Toxic Substances Control Act, 15 U.S.C. ss. 2601, et seq. ("TSCA"), the Clean Air Act, 42 U.S.C. ss. 7401, et seq., the Hazardous Materials Transportation Uniform Safety Act, 49 App. U.S.C. ss. 2001, et seq., and the Federal Insecticide, Fungicide & Rodenticide Act, 7 U.S.C. ss. 136, et seq. ("FIFRA"), any amendments to such statutes, and any regulations promulgated under such statutes (collectively, the "Environmental Laws") including, without limitation, the environmental conditions identified under the Section Amended APA and the environmental conditions currently under remediation pursuant to the terms and conditions of the VCP Agreement (collectively, all of the foregoing being the "Environmental Conditions"). 1.2 Within fifteen days of this Agreement's execution, HydroChem shall notify the TCEQ that it is substituting itself for VSI as the signatory party under the existing VCP Program and shall file a revised VCP application for VCP Site No. 1066 naming HydroChem as the responsible party. HydroChem shall thereafter abide by the VCP Agreement. VSI shall acknowledge and execute any documents required by TCEQ in connection with the activities contemplated by this paragraph 1.2. HydroChem shall send copies to VSI of its filings with TCEQ and correspondence between HydroChem and TCEQ pertaining to the requirements in this paragraph 1.2. 1.3 If the TCEQ does not allow HydroChem to substitute as the responsible party under the VCP Agreement and assume the obligations of the VCP Agreement, VSI shall be entitled to terminate this Agreement, VSI shall retain all obligations under the Second Amended APA, and the release of Escrow Funds contempla...
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Responsibility for Environmental Matters. 29 11.4 Specific Performance; Injunctive Relief..................................................................30 11.5 Change of Seller's Name..................................................................................30 11.6
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Responsibility for Environmental Matters. The Vendor and the Purchaser have agreed to allocate their responsibility for the Pre-Closing Environmental Conditions as follows: (a) Vendor’s Responsibility – the Vendor will be solely responsible for: (i) Unidentified Pre-Closing Environmental Conditions relating to the Real Property and the other Purchased Assets referred to in subsection 1.1(cccc)(i) (but excluding any real property related to the Other Non-Fee Simple Interests and, except as set out in section 5.7 and the Waste Disposal Agreement, excluding the Landfills and the Landfill Lands), and (ii) Known Non-Fee Simple Environmental Conditions, and the Vendor will indemnify, defend and save harmless the Purchaser and its Representatives from and against any Environmental Claim and any Governmental Order against, and Liabilities suffered or incurred by, the Purchaser or its Representatives as a result of an Environmental Claim or a Governmental Order in connection with or arising out of any Unidentified Pre-Closing Environmental Condition relating to the Real Property or to the other Purchased Assets referred to in subsection 1.1(cccc)(i) (but excluding any real property related to the Other Non-Fee Simple Interests and excluding the Landfills and the Landfill Lands) or any Known Non-Fee Simple Environmental Condition, provided any claim by the Purchaser pursuant to this subsection 3.3(a) will be subject to the procedures and limitations set out in subsection 3.3(c) and (d) and is made within five (5) years of the Closing Date, after which the obligations of the Vendor under this subsection 3.3(a) cease to be of any force or effect;
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Responsibility for Environmental Matters. 41 11.4 Specific Performance; Injunctive Relief............................. 42 11.5 Mutual Cooperation.................................................. 42 11.6 Tax Return.......................................................... 42 11.7 Payable to Mansfield Oil Company.................................... 42 11.8 Title to Certain Equipment.......................................... 41 11.9
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Responsibility for Environmental Matters. (a) With regard to any assessment or remediation required by Law or third party claims as to any Tanks, tanks, or Store sites arising from or in any way relating to leaks, releases, spills or discharges of Petroleum Products which were discovered prior to Closing and which are identified on Schedule 11.3(a), as between the parties, the Seller shall be and remain solely responsible for such assessment, remediation or claim. Seller's responsibility for any such assessment, remediation or claim (other than third party claims) may be satisfied by qualification for Trust Fund coverage and payment of any applicable deductible, if applicable, at no cost or expense to Purchaser. The Seller also shall be responsible for registration and proper upgrading of all Tanks, paying or obtaining waivers of deductibles, and for taking all other necessary action to qualify all Tanks for coverage by the Trust Fund. Schedule 11.3(a) may be revised by Purchaser up to the date of Closing. (b) The Purchaser shall be solely responsible for maintaining registration of registered Tanks and Store sites subsequent to Closing. As between the parties, the Purchaser shall be solely responsible for any assessment or remediation required by Law and any third-party claims arising from or in any way related to leaks, releases, spills or discharges of Petroleum Products which were discovered subsequent to Closing at any of the Store sites, or which were not identified on Schedule 11.3
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Responsibility for Environmental Matters. (a) Any assessment or remediation required by Law or third party claims as to any Tanks, tanks, or Store sites arising from or in any way relating to leaks, releases, spills or discharges of Petroleum Products which occurred prior to Closing and which are identified on Schedule 11.3(a), as between the parties, shall be the responsibility of the Sellers, provided that such responsibility shall be limited to Trust Fund coverage and the Environmental Escrow Agreement. The Sellers also shall be responsible for registration and proper upgrading of all Tanks, paying or obtaining waivers of deductibles, and for taking all other necessary action to qualify all Tanks for maximum coverage by the Trust Fund. Schedule 11.3(a) may be revised by Purchaser up to the date of Closing. (b) The Purchaser or the Company shall be solely responsible for maintaining registration of registered Tanks and Store sites subsequent to Closing. As between the parties, the Purchaser or the Company shall be solely responsible for any assessment or remediation required by Law and any third-party claims arising solely from leaks, releases, spills or discharges of Petroleum Products which occur subsequent to Closing at any of the Store sites, or which were not identified on Schedule 11.3
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Related to Responsibility for Environmental Matters

  • Responsibility for Environmental Contamination 5.20.1 Neither Party shall be liable to the other for any costs whatsoever resulting from the presence or release of any Environmental Hazard that either Party did not introduce to the affected Work Location. Both Parties shall defend and hold harmless the other, its officers, directors and employees from and against any losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses (including reasonable attorneys' fees) that arise out of or result from (i) any Environmental Hazard that the Indemnifying Party, its contractors or agents introduce to the Work Locations or (ii) the presence or release of any Environmental Hazard for which the Indemnifying Party is responsible under Applicable Law. 5.20.2 In the event any suspect materials within Qwest-owned, operated or leased facilities are identified to be asbestos containing, CLEC will ensure that to the extent any activities which it undertakes in the facility disturb such suspect materials, such CLEC activities will be in accordance with applicable local, state and federal environmental and health and safety statutes and regulations. Except for abatement activities undertaken by CLEC or equipment placement activities that result in the generation of asbestos-containing material, CLEC does not have any responsibility for managing, nor is it the owner of, nor does it have any liability for, or in connection with, any asbestos-containing material. Qwest agrees to immediately notify CLEC if Qwest undertakes any asbestos control or asbestos abatement activities that potentially could affect CLEC personnel, equipment or operations, including, but not limited to, contamination of equipment.

  • Certain Environmental Matters (i) The Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

  • Litigation and Environmental Matters (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

  • No Responsibility for Certain Matters No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such Agent to Lenders or by or on behalf of Company to such Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company or any other Person liable for the payment of any Obligations, nor shall such Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

  • Responsibility for Use (a) The Company alone will be responsible for furnishing, or arranging for a third party to furnish, all data and information required by the Documentation and the specifications therein for the Licensed System to function and perform in accordance with the Documentation, other than the data and information residing in the Licensed System in connection with BNYM’s performance of the Core Services. BNYM shall have no liability or responsibility for any Loss caused in whole or in part by the Company’s or a Permitted User’s exercise of the Licensed Rights or use of the Licensed System or by data or information of any nature inputted into the Licensed System by or under the direction or authorization of Company or a Permitted User; provided, however, this Section 2.5 shall not relieve BNYM of its obligation to act in accordance with its obligations under the Main Agreement. Company shall be responsible and solely liable for the cost or expense of regenerating any output or other remedial action if the Company, a Permitted User or an agent of either shall have failed to transmit properly and in the correct format any data or information, shall have transmitted erroneous or incorrect information or data, or shall have failed to timely verify or reconcile any such data or information when it is generated by the Licensed System (“Data Faults”).

  • Responsibility for Evaluation Within each school the Principal will be responsible for the evaluation of employees assigned to that school. Evaluation will be made by the Principal or a qualified administrator. An employee assigned to more than one school will be evaluated by the Principal of the school in which the employee is assigned for the greater amount of time, with input provided by the Principal of the other school. Any Principal or person charged with the responsibility of evaluation of employees may involve other staff and students in the process if acceptable to the certificated teacher being evaluated.

  • Responsibility for Content Vendor is solely responsible for administration, content, intellectual property rights, and all materials at Vendor’s website. DIR reserves the right to require a change of listed content if, in the opinion of DIR, it does not adequately represent the Contract.

  • Environmental Matters (i) There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

  • Responsibility for Taxes (a) Regardless of any action the Company or the Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (iii) withholding in Shares to be issued upon vesting of the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) hereof. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. (c) Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

  • Litigation, Environmental and Labor Matters (a) Except as set forth on Schedule 3.06, (i) there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour matters.

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