Third Party Environmental Claims Sample Clauses

Third Party Environmental Claims. Subject to the exclusion set forth at 2.4.4.6, Liabilities resulting or arising from, connected with or attributable to, any claim by a Third Party for bodily injury, death, economic loss, damages and/or property damage to the extent resulting or arising from, connected with, attributable to, exposure to or contamination by Hazardous Substances arising from the ownership, operation or use of the Assets prior to the Closing Date and the Continuing Conditions, but excluding any Environmental Liabilities resulting or arising from, or attributable to, any claim by a Third Party for bodily injury, death, economic loss, damages or property damage to the extent resulting or arising from, or attributable to, but only to the extent of (i) the Buyer’s grossly negligent failure to conduct any active remediation required by a Governmental Authority of any Off-Site Contamination, where such failure is shown in a final unappealable order of a Governmental Authority; or (ii) the Buyer’s grossly negligent conduct of any active remediation required by a Governmental Authority of any Off-Site Contamination (“Third Party Environmental Claims”*).
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Third Party Environmental Claims. Effective as of Closing, Sellers shall use their commercially reasonable efforts to assign all claims it has against Third Parties for any Environmental Matter related to the Assets to Purchaser including, in particular, claims against previous owners of the Assets. Purchaser agrees to accept such assignment. Sellers make no representation or warranty in respect of such claims being capable of being assigned to Purchaser, the existence or the enforceability of the assigned claims. Purchaser shall have no claim against Sellers under any legal principle in the event that such claims are not capable of being assigned to Purchaser, do not exist, or are not capable of being enforced by Purchaser.
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Third Party Environmental Claims. If the Environmental Claim is brought or threatened against an Environmental Indemnitee by another person (a "Third Party Claim"), then, within seven (7) days following delivery of the Environmental Indemnitee's written demand for defense, the Company Shareholders shall notify the Environmental Indemnitee that it accepts the tender of the defense to the Third Party Claim. Upon assumption of the defense of a Third Party Claim, the Company Shareholders shall promptly and diligently take all steps necessary in the defense, prosecution or settlement of such Third Party Claim at their sole expense and with counsel reasonably acceptable to the Environmental Indemnitee (including, without limitation, the interposition of mandatory counterclaims), and shall indemnify, protect, and hold harmless the Environmental Indemnitee from and against any settlement reached, or judgment entered, on such claim. However, except with the written consent of the Environmental Indemnitee, the Company Shareholders may not consent to entry of any judgment or enter into any settlement (i) which does not include, as an unconditional term thereof, a full and final release of the Environmental Indemnitee from all liability with respect to all Environmental Claims that were or should have been raised in the action or proceeding in question, (ii) which includes as a term thereof any -43- 51 limitation, restriction or other promise that may affect the Environmental Indemnitee's conduct of its Environmental Activities or other business (then or in the future), or the Environmental Indemnitee's facilities or other assets, or (iii) which includes any requirement for any payment by any Environmental Indemnitee subject to the Third Party Claim.
Sample 1
Third Party Environmental Claims. Effective as of the Closing and to the extent assignable, Sellers shall assign all claims they have against Third Parties for any Environmental Matter related to the Assets to the applicable Purchaser Entity, including, in particular, such claims against previous owners of the Assets. Such Purchaser Entity agrees to accept such assignment. Sellers make no representation or warranty in respect of such claims being capable of being assigned to such Purchaser Entity, or the existence or the enforceability of such claims. The Purchaser Entities shall have no claim against Sellers under any legal principle, to the extent that such claims are not capable of being assigned to the applicable Purchaser Entity, do not exist, or are not capable of being enforced by the Purchaser Entities; provided, that Sellers shall reasonably cooperate with the Purchaser Entities in connection with the Purchaser Entities’ efforts to enforce such claims.
Sample 1
Third Party Environmental Claims. To the knowledge of Cappex, there are no claims with respect to any alleged violation of any Environmental Law against any third party for activities conducted on the Alta Victoria Project or any property now or previously owned, operated, leased or under contract by Cappex or its Subsidiary.
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Third Party Environmental Claims. To the knowledge of Lido, there are no claims with respect to any alleged violation of any Environmental Law against any third party for activities conducted on any property now or previously owned, operated, leased or under contract by Lido or its Subsidiaries.
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Related to Third Party Environmental Claims

  • Environmental Claims Each Obligor shall (through the Company), promptly upon becoming aware of the same, inform the Facility Agent in writing of: (a) any Environmental Claim against any member of the Group which is current, pending or threatened; and (b) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group, where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

  • Environmental Claim The receipt from any Governmental Authority or other Person of any notice of violation, claim, demand, abatement, order or other order or direction (conditional or otherwise) for any damage, including personal injury (including sickness, disease or death), tangible or intangible property damage, contribution, indemnity, indirect or consequential damages, damage to the environment, pollution, contamination or other adverse effects on the environment, removal, cleanup or remedial action or for fines, penalties or restrictions, resulting from or based upon (i) the existence or occurrence, or the alleged existence or occurrence, of a Hazardous Substance Activity or (ii) the violation, or alleged violation, of any Hazardous Materials Laws in connection with any Mortgaged Property or any of the other assets of Borrower;

  • 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.

  • 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. (b) 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 or (iii) has received notice of any claim with respect to any Environmental Liability. (c) There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All material payments due from the Borrower or any of its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

  • Environmental Liability Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) there is no legal, administrative, or other proceeding, claim or action of any nature seeking to impose, or that would reasonably be expected to result in the imposition of, on the Company or any Company Subsidiary, any liability relating to the release of hazardous substances as defined under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, pending or, to the Company’s knowledge, threatened against the Company or any Company Subsidiary; (ii) to the Company’s knowledge, there is no reasonable basis for any such proceeding, claim or action; and (iii) neither the Company nor any Company Subsidiary is subject to any agreement, order, judgment or decree by or with any court, Governmental Entity or third party imposing any such environmental liability.

  • Notice of Environmental Matters Promptly, but in any event within five (5) Business Days from the date Lessee has actual knowledge thereof, Lessee shall provide to Lessor written notice of any pending or threatened claim, action or proceeding involving any Environmental Law or any Release on or in connection with any Property or Properties. All such notices shall describe in reasonable detail the nature of the claim, action or proceeding and Lessee's proposed response thereto. In addition, Lessee shall provide to Lessor, within five (5) Business Days of receipt, copies of all material written communications with any Governmental Authority relating to any Environmental Law in connection with any Property. Lessee shall also promptly provide such detailed reports of any such material environmental claims as may reasonably be requested by Lessor.

  • Environmental Events The Borrower will, and will cause BPI to, promptly give notice in writing to the Agent (i) upon Borrower’s or BPI’s obtaining knowledge of any material violation (as determined by the Borrower or BPI in the exercise of its reasonable discretion) of any Environmental Law regarding any Real Estate Asset or Borrower’s or BPI’s operations, (ii) upon Borrower’s or BPI’s obtaining knowledge of any known Release of any Hazardous Substance at, from, or into any Real Estate Asset which it reports in writing or is reportable by it in writing to any governmental authority and which is material in amount or nature or which could materially affect the value of such Real Estate Asset, (iii) upon Borrower’s or BPI’s receipt of any notice of material violation of any Environmental Laws or of any material Release of Hazardous Substances in violation of any Environmental Laws, including a notice or claim of liability or potential responsibility from any third party (including without limitation any federal, state or local governmental officials) and including notice of any formal inquiry, proceeding, demand, investigation or other action with regard to (A) Borrower’s or BPI’s or any other Person’s operation of any Real Estate Asset, (B) contamination on, from or into any Real Estate Asset, or (C) investigation or remediation of off-site locations at which Borrower or BPI or any of its predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, or (iv) upon Borrower’s or BPI’s obtaining knowledge that any expense or loss has been incurred by such governmental authority in connection with the assessment, containment, removal or remediation of any Hazardous Substances with respect to which Borrower or BPI or any Partially-Owned Real Estate Entity may be liable or for which a lien may be imposed on any Real Estate Asset; any of which events described in clauses (i) through (iv) above would have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole. As of the date hereof, the Borrower has notified the Agent of the matters referenced on Schedule 8.5(b), to the extent such matters are disclosed in the Form 10-K referred to therein.

  • Environmental Justice Executive Order 12898 of February 11, 1994—Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, (59 FR 7629), 3 C.F.R., 1994 Comp. p. 859.

  • 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.

  • Compliance with Environmental Laws; Environmental Reports (a) Comply and use commercially reasonable efforts to cause all lessees and other persons occupying Real Property owned or operated by any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and property and obtain and renew all material Environmental Permits applicable to its operations and property and conduct any Response in accordance with Environmental Laws; provided, however, that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP. (b) If a Default caused by reason of a breach of Section 3.17 or Section 5.09(a) shall have occurred and be continuing for more than 20 Business Days without the Companies commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to the Lenders within 45 days after such request, at the expense of Borrower, an environmental site assessment report regarding the matters which are the subject of such default, including where appropriate, any soil and/or groundwater sampling, prepared by an environmental consulting firm and in form and substance reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them in connection with such Default.

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