Right to Terminate and Adjustments Based On Potential Environmental Liabilities Sample Clauses

Right to Terminate and Adjustments Based On Potential Environmental Liabilities. If Buyer identifies Potential Environmental Liabilities of more than Five Million Dollars ($5,000,000), Buyer shall so notify Seller and Buyer and Seller shall, on or before February 14, 2003, attempt to agree upon appropriate adjustments to the Company Purchase Price and LLC Purchase Price. In the absence of such mutual agreement, either Buyer or Seller may at any time on or before February 15, 2003 terminate this Agreement, and Seller must return any Earnest Money previously paid by Buyer within three days. Adjustments xxxxx be made to the calculation of 2002 Adjusted Partnership EBITDA and 2002 LLC EBITDA to correct for accruals or changes in accruals (other than accruals of environmental liabilities for environmental conditions existing as of December 31, 2001) that (i) if known by any Seller Entity on or before December 31, 2002, would have been required to be recorded in a financial statement under generally accepted accounting principles consistently applied to make the Financial Statements or any of them not misleading or inaccurate and (ii) are discovered by Buyer or Buyer's auditors or consultants in the course of its due-diligence review, have a magnitude of Twenty-Five Thousand Dollars ($25,000) or more and would have been required to be recorded in a financial statement under generally accepted accounting principles consistently applied. If in the course of its due diligence review Buyer identifies any Potential Environmental Liability (whether or not such liability would be required to be recorded in a financial statement under generally accepted accounting principles) but the condition in Section 8.6 is either satisfied or waived, (a) the LLC Purchase Price shall be reduced by the aggregate amount of Potential Environmental Liabilities at the LLC's Facilities, less (ii) the amount of any Third-Party Indemnification Obligations with respect to such liabilities, plus (iii) costs and expenses, including consulting and attorneys fees, Buyer reasonably expects to incur in collecting on such Third-Party Indemnification Obligations, and (b) the Company Purchase Price shall be reduced by: (i) fifty percent (50%) of the aggregate amount of Potential Environmental Liabilities at the Facilities of all other Seller Entities, less (ii) fifty percent (50%) of the amount of any Third-Party Indemnification Obligations with respect to such liabilities, plus (iii) costs and expenses, including consulting and attorneys fees, Buyer reasonably expects to incur i...
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Related to Right to Terminate and Adjustments Based On Potential Environmental Liabilities

  • Environmental Liabilities No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Company's knowledge, threatened concerning any Environmental Permit, Hazardous Material or any Hazardous Materials Activity of the Company. The Company is not aware of any fact or circumstance which could involve the Company in any environmental litigation or impose upon the Company any environmental liability.

  • Total Liabilities to Tangible Net Worth Permit or suffer the ratio of the consolidated Total Liabilities of the Company and its subsidiaries to the consolidated Tangible Net Worth of the Company and its subsidiaries to be greater than 1.85 to 1.00.

  • No Obligation to Mitigate Damages; No Effect on Other Contractual Rights (a) The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise.

  • Litigation, Environmental and Labor Matters (a) There are no actions, suits, proceedings or investigations 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 or (ii) that involve this Agreement or the Transactions.

  • Total Liabilities to Tangible Net Worth Ratio Maintain a ratio of total liabilities to Tangible Net Worth of less than .80 to 1.0 as of the end of each fiscal quarter.

  • No Liability for Clean Up of Hazardous Materials In the event that the Collateral Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Collateral Trustee’s sole discretion may cause the Collateral Trustee to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Trustee reserves the right, instead of taking such action, either to resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Trustee will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment.

  • Environmental Liability Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:

  • Survivability of Servicer Liabilities Notwithstanding anything herein to the contrary, upon termination of the Servicer hereunder, any liabilities of the Servicer which accrued prior to such termination shall survive such termination.

  • 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.

  • Termination Liability If any Pricing Agreement shall be terminated pursuant to Section 7 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 4(a)(viii) and Section 6 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 4(a)(viii) and Section 6 hereof.

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