Leakage 5.1 The Sellers undertake to the Buyer to pay to the Buyer on demand an amount equal to any Leakage Amount (Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred by the Buyer and/or the Company in relation to the Leakage Demand. 5.2 Any demand for payment under clause 5.1 is invalid and the Sellers shall not be liable under clause 5.1 unless such demand is notified to the Sellers on or before the date falling 9 months after the Completion Date, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) in accordance with the provisions of this agreement and to make such determination as soon as practicable and in any event within 10 Business Days of the Expert being instructed or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the parties. The costs of the Expert shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountants.
Sprinklers Subject to any terms, conditions and limitations set forth herein, Landlord shall provide an operative sprinkler system consisting of mains, laterals, and heads “AS IS” on the date of delivery of the Premises to Tenant. Tenant shall pay for piping distribution, drops and relocation of, or additional, sprinkler system heads and Building firehose or firehose valve cabinets, if Tenant’s Plans and/or any applicable Laws necessitate such.
Water Provide hot water for lavatory purposes and cold water for drinking, lavatory and toilet purposes.
AIR OR WATER POLLUTION VIOLATION Under the State laws, the Contractor shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.
Drainage ▪ Prevent silt bearing road surface and ditch runoff from delivering sediment to any streams or wetlands. ▪ Maintain rolling dips and drivable waterbars as needed to keep them functioning as intended. ▪ Maintain headwalls to the road shoulder level with material that will resist erosion. ▪ Maintain energy dissipaters at culvert outlets with non-erodible material or rock. ▪ Keep ditches, culverts, and other drainage structures clear of obstructions and functioning as intended. ▪ Inspect and clean culverts at least monthly, with additional inspections during storms and periods of high runoff. This shall be done even during periods of inactivity. ▪ Perform preventative maintenance work to safeguard against storm damage, such as blading to ensure correct runoff, ditch and culvert cleaning, and waterbar maintenance.