Environmental Escrow Sample Clauses
The Environmental Escrow clause establishes a dedicated escrow account to hold funds specifically for addressing environmental liabilities or remediation costs related to a property or transaction. Typically, a portion of the purchase price or a separate sum is set aside in escrow until certain environmental conditions are met, such as the completion of cleanup activities or receipt of regulatory approvals. This clause ensures that sufficient resources are available to manage environmental risks, protecting both parties from unforeseen expenses and facilitating compliance with environmental laws.
POPULAR SAMPLE Copied 52 times
Environmental Escrow. At Closing, a portion of the Purchase Price equal to TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), together with the accrued interest on such portion, shall be placed in escrow with the Escrow Agent out of the Deposit pursuant to the Escrow Agreement, which amount shall be held in escrow (the “Environmental Escrow”) as prescribed in Paragraph 3 of the Escrow Agreement, until three (3) years from the date both ISRA Compliance and UST Case Closure are achieved. The Environmental Escrow Amount shall be the sole recourse of Buyer to satisfy any claims of Buyer for indemnification arising from any breach by Seller of Section 4(m). The Environmental Escrow may also be used for the purposes and subject to the conditions set forth in Schedule II of the Escrow Agreement. Any portion of the Environmental Escrow not used for the purposes described in this Section 11(c) and any interest earned thereon shall be distributed to Seller in accordance with the terms of the Escrow Agreement upon expiration of the three (3) year period during which a DEP R▇▇ Audit may by law occur following ISRA Compliance and UST Case Closure. The Environmental Escrow Amount shall be held and disbursed solely for the purposes and in accordance with the terms hereof and the Escrow Agreement.
Environmental Escrow. (i) Notwithstanding the minimum Funding Source established by Sellers pursuant to ISRA, Sellers shall establish, with proceeds from the Closing, an environmental escrow in the amount of $4,500,000 of the Purchase Price “Environmental Escrow Amount”), guaranteeing the performance and completion of the Company’s and the Subsidiaries’ obligations pursuant to ISRA and pursuant to this Section 9.16 (“Environmental Escrow”). The Company and Subsidiaries shall be able to withdraw monies from the Environmental Escrow reasonably necessary to fund the Remedial Work, consistent with the Environmental Escrow Agreement (the form of which is attached in Exhibit I), provided that a minimum Environmental Escrow of $1,500,000 (the “Minimum Environmental Escrow”) is maintained until such time as the Company and Subsidiaries have received final approval of the cleanup, in the form of a final unconditional NFA from NJDEP. Notwithstanding the foregoing sentence, in the event that Purchaser and the NJDEP approve an MNA Remedy for the New Jersey Real Estate, then upon the NJDEP’s issuance of a conditional NFA, the minimum amount remaining in the Minimum Environmental Escrow may be reduced from $1,500,000 to the amount of the MNA Remedy Operational Cost, as defined below. Upon receipt of the NFA and the fulfillment of all conditions within the NFA, the Company and Subsidiaries may withdraw any funds remaining in the Environmental Escrow, including the Minimum Environmental Escrow. Earnings on the Environmental Escrow will be retained in the environmental escrow account and used to either fund the Remedial Work or for reimbursement of taxes (such taxes to be the responsibility of Sellers and such taxes not to exceed forty-two percent (42%) of the earnings annually) to the responsible party; like the Minimum Environmental Escrow, the remainder of the earnings shall be released to Sellers upon receipt of a NFA. The availability or non-availability of funds from the Environmental Escrow shall not in any manner limit, modify or change the obligations of Sellers, the Company and the Subsidiaries under this Agreement.
Environmental Escrow. (a) An Environmental Escrow Fund in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) shall be established at Closing and fully funded by Seller to secure performance of Seller's obligations under Section 9.09 above. Seller and Buyer shall execute the Environmental Escrow Fund Agreement attached hereto as Exhibit 9.11 at the Closing.
(b) The funds in the Environmental Escrow Fund shall be released periodically and paid directly to the Environmental Consultant upon approval by Buyer and Seller or approval is deemed provided pursuant to the Environmental Escrow Fund Agreement. Buyer shall be reasonable and cooperative with respect to exercising its approval of the Environmental Consultant's request for payment of invoices. After the Closing, all reasonable costs of the Environmental Consultant shall be paid from the Environmental Escrow Fund. Seller shall be permitted to replace the Environmental Consultant with another environmental consultant, provided that Buyer first approves of any successor Environmental Consultant, which approval shall not be unreasonably withheld or delayed.
(c) If Seller fails, refuses or delays to engage an acceptable environmental consultant or direct the payment of funds necessary to complete the remediation or satisfaction of Environmental Matters required by this Agreement to the satisfaction of Buyer, then Buyer may engage its environmental consultant to perform any or all of the required environmental activities and make claims for such costs against the Environmental Escrow Fund in the same manner as Seller, as provided in the Environmental Escrow Fund Agreement. In such case, Seller shall receive notice of Buyer's filed claim against the Fund, in the same manner as Buyer would receive for claims made by Seller.
Environmental Escrow. The purpose of the environmental escrow is to provide funding for the Remediation Projects. - GCERG will draw down from the escrow uniform monthly payments over a 34-month period during which the Remediation Projects are to be completed. - As remediation projects are substantially completed, the $36.5M performance bond will be reduced in accordance with a schedule in the APA. The APA contains provisions ensuring that the sum of the bonding capacity and amounts held in escrow will be sufficient to cover the costs of remediation for the duration of the project. - $2,854,600 of the escrow fund will be retained until GCERG provides post-closure bonding for the remediation projects. - TMPA will appoint an individual or environmental consultant as TMPA’s “Environmental Designee” to audit GCERG’s performance of the Remediation Projects, as well as GCERG’s performance of any post- closure regulatory requirements during the post-closure period. - The Environmental Designee will confirm in writing that certain closure activities have been performed. - The Environmental Designee may suspend environmental escrow payments if the Environmental Designee determines that work has fallen behind schedule. Payments from escrow will be resumed once the schedule is restored. A schedule for the Remediation Projects is attached as an Exhibit to the APA. - Potential violations of environmental laws identified by the Environmental Designee in writing must be corrected at GCERG’s expense.
Environmental Escrow. At Closing, the sum of $185,000 from and out of the Purchase Price (the "Escrowed Funds") shall be deposited into an Escrow Account maintained by Shereff, Friedman, Hoff▇▇▇ & ▇ood▇▇▇, ▇▇torneys for Buyer ("Escrowee"). The Escrowed Funds shall be held and disbursed in accordance with the terms and provisions of an Escrow Agreement which the parties hereto agree to execute at or prior to Closing. Such Escrow Agreement shall be substantially in the form annexed hereto as Exhibit Y and made a part hereof by reference. Seller shall have no obligations or liabilities to Buyer that survive the delivery of the deed with respect to the environmental condition of the Property. This paragraph shall survive delivery of the deed.
Environmental Escrow. To satisfy the Shareholders' obligations -------------------- under the Connecticut Transfer Act, CONN. General Statutes 229-134-134(d) (hereafter "Transfer Act"), as amended, an environmental escrow account ------------ ("Environmental Escrow"), in the amount of $1.5 million, shall be established -------------------- at the Closing through deposits made by the Buyer. The Environmental Escrow shall be used to pay for the Remedial Work (as defined below) at the facility located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ("Facility") under the -------- following terms and conditions:
(i) within ten days of the Closing, the appropriate form reflecting site conditions will be filed by the Shareholders pursuant to the Transfer Act with the Connecticut Department of Environmental Protection ("DEP") for --- the Facility, identifying the Shareholders as the "certifying party" for purposes of Transfer Act compliance; and
(ii) the scope of any investigation and remedial work that will be required to be performed under applicable Remediation Standard Regulations ("RSRs"), including any required post-remediation monitoring (hereafter, ---- "Remedial Work"), shall be determined by either: (A) as authorized by the ------------- Transfer Act, the Licensed Environmental Professional ("LEP") selected as --- responsible for the Facility by the Seller with the concurrence of the Buyer, which concurrence shall not be unreasonably withheld; or (B) DEP in the event DEP rather than an LEP is responsible for the Facility.
Environmental Escrow. Seller shall deposit One Hundred Thousand Dollars and No/100 ($100,000.00) with the Escrow Agent at closing necessary to cover expenses incurred by Buyer for investigation and remediation of potential contamination associated with the Real Property (“Environmental Escrow”). Buyer shall apply to the Minnesota Department of Commerce PetroFund for financial assistance for remediation of petroleum contamination, if any, at the Real Property. Buyer shall use funds from the Environmental Escrow to reimburse Buyer to the extent financing from the PetroFund does not cover expenses incurred by Buyer for investigation and remediation of contamination of any kind associated with the Real Property. Buyer shall refund any remaining amounts in the Environmental Escrow to Seller upon receipt of written confirmation from the Minnesota Pollution Control Agency that Buyer has adequately addressed contamination at the Real Property and no further action is necessary.
Environmental Escrow. At the Closing, Buyer will pay $1,375,000 to the Escrow Agent to be held and disbursed pursuant to the Environmental Escrow Agreement. Buyer shall have no claim against ▇▇▇▇▇▇▇▇▇▇ for breach of any representation or warranty related to the matters specified on Exhibit A to the Environmental Escrow Agreement, other than the right which Buyer has under the Escrow Agreement to apply the escrowed funds to correct and address the matters specified on Exhibit A. Prior to Closing, Buyer and Sellers will mutually agree on the independent consultant to serve as contemplated by the Environmental Escrow Agreement.
Environmental Escrow. At the Closing, an amount equal to Two Million Dollars ($2,000,000) of the Purchase Price shall be deposited in escrow. Such deposit shall be held and paid to Seller by the escrow agent in accordance with the terms of the escrow agreement attached hereto as Exhibit A and by this reference incorporated herein (“Environmental Escrow Agreement”) which shall be executed and delivered by the parties at Closing.
Environmental Escrow. 28 4.2.PLANT CONSOLIDATION ESCROW........................................................29