Responsibility for Remedial Action Sample Clauses

Responsibility for Remedial Action. Subject to Sections 7.1 and 7.2 hereof, (a) Seller shall bear responsibility for Remedial Action relating to (i) Non-Listed Contaminants; and (ii) Listed Contaminants, up to the concentrations set forth in Schedule 7.5, unless and to the extent attributable to the operation of Seller's business after the Closing Date, in which case Seller shall bear such responsibility. Buyer shall bear responsibility for Remedial Action relating to Listed Contaminants for the concentrations exceeding the concentrations set forth in Schedule 7.5, unless and to the extent attributable to the operation of Seller's business after the Closing Date, in which case Seller shall bear such responsibility. In the event that Remedial Action is conducted for Common Contaminants that are attributable to the conduct of both Company's (and/or CEVCO's) business and Seller's business (other than through Seller's interests in Company or CEVCO), responsibility for such Remedial Action shall be shared between Company and Seller in proportion to the respective responsibility of Company's, CEVCO's and/or Seller's business for such Release. Any dispute regarding the allocation of responsibility of Listed Contaminants that cannot be resolved by good faith negotiation among the parties within thirty (30) days after any party has delivered the other party written notice of the dispute, shall be submitted to such independent environmental consultant as may be mutually agreed between Buyer and Seller. Said consultant shall, in reliance upon the conclusions of the Survey and any other information the consultant chooses to rely on, including new information developed at the Sites through additional investigation, make a determination as to the appropriate allocation of responsibility for Remedial Action, based upon its evaluation of the respective responsibilities of the parties as regards the relevant Releases that are subject of the Remedial Action. If said consultant can not determine the origin of the Release(s) of Listed Contaminants, and as a result, the proportion of the respective responsibility of Company's, CEVCO's and/or Seller's business for such Release(s), then responsibility for such Remedial Action shall be shared equally between Company and Seller. If Seller and Buyer can not agree on the choice of such consultant within a period of thirty (30) days, or if the consultant mutually chosen by Seller and Buyer shall not accept such mission, either party shall be entitled to request the des...
Sample 1
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Responsibility for Remedial Action. (a) Seller Group shall bear responsibility for any Remedial Action to the extent the Release(s) giving rise to the requirement of Remedial Action relate solely to the operation of the Sites (as defined at Section 8.4 (b)) prior to the Closing. Buyer Group shall bear responsibility for Remedial Action pursuant to Section 8.2 to the extent the Release(s) giving rise to the requirement of Remedial Action relate solely to the operation of the Sites after the Closing Date. To the extent the Release(s) giving rise to the requirement of Remedial Action relate to the operation of the Sites both prior to and after the Closing Date, responsibility for such Remedial Action shall be allocated between Seller Group and Buyer Group, Seller Group bearing responsibility for Remedial Action with respect to that portion of Release(s) originating prior to the Closing Date even though manifestations thereof occurred after the Closing Date and Buyer Group bearing responsibility for Remedial Action with respect to that portion of Release(s) originating subsequent to such date. Any dispute regarding die allocation of responsibility under this Section 8.4 that cannot be resolved by good faith negotiation among the parties shall be submitted to such independent environmental consulting group as may be
Sample 1
Responsibility for Remedial Action. If a finding is made that Federal and STATE regulations do require protection, management or remediation of Hazardous Material or a protected cultural material in its present condition within the existing STATE Right-of-Way utilized for PROJECT, AUTHORITY shall be responsible, at AUTHORITY expense, for any protective, managerial, custodial or remedial action required as a result of proceeding with PROJECT. Locations subject to protection or remediation include any utility relocation work undertaken by AUTHORITY within STATE Rights-of-Way required for PROJECT.
Sample 1

Related to Responsibility for Remedial Action

  • Responsibility for Collateral The Debtors assume all liabilities and responsibility in connection with all Collateral, and the Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability for any reason. Without limiting the generality of the foregoing, (a) neither the Agent nor any Secured Party (i) has any duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to the Collateral, or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor shall remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed by such Debtor thereunder. Neither the Agent nor any Secured Party shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent or any Secured Party of any payment relating to any of the Collateral, nor shall the Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent or any Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent or any Secured Party may be entitled at any time or times.

  • 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 Costs The Servicer is responsible for collection from such Borrower of any recording or similar costs or expenses incidental to the granting of relief with respect to a delinquent Mortgage Loan.

  • Remedial Action A. If a represented individual has worked more than one thousand fifty (1,050) hours in the twelve (12) month period from the individual’s original date of hire, the represented individual may request remedial action from the State Human Resources Director in accordance with WAC 357-49. Following the Director’s review of the remedial action request, an individual may file exceptions to the Director’s decision in accordance with WAC 357.

  • Responsibility of PFPC (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties.

  • Responsibility for Taxes This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for 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”) 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 (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awards, including, but not limited to, the grant, vesting or settlement of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards or any aspect of the Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, 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. 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 their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/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 his or her obligations in connection with the Tax-Related Items.

  • Liability for Deficiency If any sale or other disposition of Collateral by Secured Party or any other action of Secured Party hereunder results in reduction of the Obligations, such action will not release Debtor from its liability to Secured Party for any unpaid Obligations, including costs, charges and expenses incurred in the liquidation of Collateral, together with interest thereon, and the same shall be immediately due and payable to Secured Party at Secured Party's address set forth in the opening paragraph hereof.

  • Investigations and Remediations Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in Paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.

  • Liability for Default 4.1 If Borrower conducts any material breach of any term of this Agreement, Lender shall have right to terminate this Agreement and require the Borrower to compensate all damages; this Section 4.1 shall not prejudice any other rights of Lender herein.

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