Control of Remediation Sample Clauses

Control of Remediation. (a) Subject to subsection (b), the Seller shall direct and control any Remediation of Contaminated Sites the Seller is required to carry out pursuant to the Environmental Covenants including, by way of example and not of limitation, the selection and appointment of consultants and contractors required to carry out the Remediation, the establishment of the scope, strategy, schedule and budget for Remediation, the selection of materials, methods and protocols to accomplish the Remediation and the selection of the applicable Remediation standards, provided that the Remediation does not unreasonably interfere with the operation of the Purchased Assets and the carrying on of the Purchased Business as a going concern and provided the Remediation meets the Remediation Standards required under this Agreement. The Buyer shall permit the Seller and its employees, contractors and agents reasonable access to the Purchased Assets upon prior notice to inspect, test, obtain samples of substances or environmental media and to carry out Remediation.
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Control of Remediation. Subject to the limits and obligations upon Seller and Buyer as stated herein, Seller and Buyer agree that Seller shall reasonably control and lead any and all Category (ii) and Category (iii) Activities on the Property and that Buyer shall reasonably control and lead any and all Category (i)
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Control of Remediation. 74 10.8 Dispute Resolution for Environmental Work.................................................... 75 10.9 Waiver of Site Profile....................................................................... 75 11. EMPLOYEES............................................................................................. 76 11.1
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Control of Remediation. Subject to the dispute resolution ---------------------- procedures set forth in Section 9.3(c), above, if the investigation, remediation, or other action for which indemnity is sought pursuant to this Section 9.3 involves any matter for which Seller is responsible for the larger percentage of the Loss, Seller shall have the right to assume control over and responsibility for conducting and completing the investigation or remediation, subject to reasonable consultation with Purchaser, Purchaser's right to take appropriate action to respond to emergency conditions, and Purchaser's right to approve material actions (such approval not to be unreasonably withheld or delayed). Seller shall retain the right to control such matters providing it diligently and timely commences and promptly performs and completes such activities in compliance with any and all applicable laws. In the event Seller does not within a reasonable time, or is not entitled to, assume control over any matter hereunder, Purchaser shall assume such control.
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Control of Remediation. The party which is responsible for the majority of the cost of any Remedial Action (as defined in Section 8.4(a)) shall be permitted to control such action, subject to the provisions set forth below. For purposes of irrevocably determining which party is responsible for the majority of the cost of the Remedial Action, the parties will attempt to assess such costs in good faith prior to commencement of any Remedial Action. If they are unable to agree on the amount of such costs, the matter of estimating such costs will be referred for resolution to a nationally recognized firm of environmental consultants whose services have not previously been significantly utilized by the parties hereto (the "Independent Environmental Consultants"). The parties will share equally the cost of the Independent Environmental Consultants. The amount of costs determined by the Independent Environmental Consultants will be binding on the parties only for the purpose of determining which party shall control any Remedial Action.
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Control of Remediation. In the event that any Remediation of any ---------------------- Real Property is subject to indemnification by the Seller pursuant to Section 5.02(a), the Purchaser shall control such Remediation, subject to the provisions of Sections 7.04 and 7.05.
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Related to Control of Remediation

  • Control of Litigation The Parties agree and acknowledge that Sellers shall be entitled exclusively to control, defend and settle any litigation, administrative or regulatory proceeding, and any investigation or other activities arising out of or related to any Excluded Liabilities and Buyer agrees to cooperate with Sellers in connection therewith.

  • Discontinuance of Remedies In case Lender shall have proceeded to invoke any right, remedy, or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon same for any reason, Lender shall have the unqualified right so to do and, in such event, Borrower and Lender shall be restored to their former positions with respect to the Debt, the Loan Documents, the Property or otherwise, and the rights, remedies, recourses and powers of Lender shall continue as if same had never been invoked.

  • Exhaustion of Remedies The Claimant must follow these claims review procedures and exhaust all administrative remedies before taking any further action with respect to a claim for benefits.

  • Election of Remedies If Agent or any Lender may, under applicable law, proceed to realize its benefits under any of the Loan Documents giving Agent or such Lender a Lien upon any Collateral, whether owned by any Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Agent or any Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section 12. If, in the exercise of any of its rights and remedies, Agent or any Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Borrower or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Borrower hereby consents to such action by Agent or such Lender and waives any claim based upon such action, even if such action by Agent or such Lender shall result in a full or partial loss of any rights of subrogation that each Borrower might otherwise have had but for such action by Agent or such Lender. Any election of remedies that results in the denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. In the event Agent or any Lender shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or the Loan Documents, Agent or such Lender may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by Agent or such Lender but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Agent, Lender or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 12, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale.

  • Nature of Remedies All Obligations of Borrower and rights of Agent and Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law. No failure to exercise and no delay in exercising, on the part of Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

  • Enforcement of Remedies None of the Agent or the Lenders shall be obliged before taking steps to enforce any rights conferred on it by this Clause or exercising any of the rights, powers and remedies conferred on it hereby or by law:

  • Exclusivity of Remedies To the extent permitted by law, the arbitration and judicial remedies set forth in this Article will be the exclusive remedies available to the Parties with respect to any dispute under this Agreement or claim for damages or indemnification under this Agreement.

  • Waiver of Remedies No delay or failure on the part of the Administrative Agent or any other Guarantied Party in the exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent or any other Guarantied Party of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other such right or remedy.

  • Limitation of Remedies The Credit Enhancement Provider shall not have the right to cause the Loan or any portion thereof to become due and payable prior to the due date for the Loan as set forth herein.

  • Subordination of Remedies Each Creditor (for purposes of this Section 4, the “Junior Creditor”) agrees, subject to Section 5, that, (i) unless and until all Claims of the other Creditor (for purposes of this Section 4, the “Senior Creditor”) have been indefeasibly paid in full and all commitments of the Senior Creditor under its Credit Documents have been terminated, or (ii) until the expiration of a period of 180 days from the date of notice of default under the Senior Creditor’s Credit Documents given by the Senior Creditor to the Junior Creditor, whichever is earlier, and whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Junior Creditor shall not, without the prior written consent of the Senior Creditor, enforce, or attempt to enforce, any rights or remedies under or with respect to any of such Junior Creditor’s Junior Collateral, including causing or compelling the pledge or delivery of such Junior Collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any such Junior Collateral, notifying any account debtors of any Obligor, asserting any claim or interest in any insurance with respect to such Junior Collateral, or exercising any rights under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement with respect to such Junior Collateral, or institute or commence, or join with any person or entity in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency Proceeding involving any Obligor), except that notwithstanding the foregoing, at all times, including during a Proceeds Sweep Period, the Junior Creditor shall be able to exercise its rights under a lockbox agreement or an account control agreement with respect to any deposit account, securities account or commodity account constituting Collateral, including its rights to freeze such account or exercise any rights of offset, provided that any distribution or withdrawal from such account shall be applied in accordance with Section 3(a).

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