Environmental Procedures. 9.5.1 The Purchaser Group Members shall provide prompt written notice to Seller with respect to any claim for indemnification under Sections 9.1.1(a) (with respect to the representations in Section 3.18 and 3.17, insofar as it relates to Permits issued pursuant to Environmental Law) and 9.1.2 of any order, demand, notice of potential liability, complaint or claim for indemnification by any Governmental Entity or other third party, or any other claim for indemnification that does not result for a third-party claim, in each case that may result in indemnified Losses (an “Environmental Claim”).
Environmental Procedures. 16.1 Each Party shall provide the other Party with immediate verbal notification and then follow up by written notification within 24 hours of occurrence of any Release of Hazardous Substances or any type of remediation activity that could reasonably be expected to adversely affect the other Party.
Environmental Procedures. With respect to Seller’s and Parent’s indemnification obligations relating in any way to Section 3.13, the following additional provisions shall apply:
Environmental Procedures. Notwithstanding anything to the contrary in this Article 12, with respect to any claim for indemnification hereunder for any Assumed Environmental Liability, Excluded Environmental Liability or Warranty Breach of Section 3.16 (Environmental Compliance) or, to the extent relating to Permits required by Environmental Law, Section 3.17 (Permits), or any other claim for indemnification hereunder relating in any way to any Environmental Law or any spill, release, emission, discharge, disposal or recycling of, or exposure to, any Hazardous Material (collectively, “Environmental Matters”), Buyer and Seller agree, in addition to any other relevant provisions set forth in this Article 12 (and in the case of any conflict between the provisions of this Section 12.06 and any other provision in Article 12, the provisions of this Section 12.06 shall apply), as follows:
Environmental Procedures. (i) Sellers shall have the right, but not the obligation, to conduct and control the defense or negotiation (including any investigatory, monitoring, response or remedial actions) of any Environmental Indemnity Claim for which Purchaser Indemnitees are entitled to indemnification pursuant to Section 8.2(a) or Section 8.2(b), including its resolution, compromise or settlement, with counsel and environmental consultant selected, if any, by Sellers. No resolution, compromise or settlement in respect of such Environmental Indemnity Claim may be reached by Sellers without Purchaser’s prior consent (which consent shall not be unreasonably withheld or delayed). In the event Sellers elect to control the defense or negotiation of any Environmental Indemnity Claim, Purchaser shall provide Sellers with reasonable access to its properties and employees. In the event Sellers elect not to control the defense of any Environmental Indemnity Claim, Purchaser shall control the defense of such Environmental Indemnity Claim, including its resolution, compromise or settlement, and no resolution, compromise or settlement in respect of such Environmental Indemnity Claim may be reached by Purchaser without a Seller’s prior consent (which consent shall not be unreasonably withheld or delayed).
Environmental Procedures. Notwithstanding any other provisions contained in this Agreement, Seller shall have the right to direct, manage and control, and take such actions as are reasonably necessary in connection with, any Remediation or defense or other resolution of any claim, event or condition subject to indemnification under or arising from the breaches of Seller’s representations and warranties set forth in under Section 3.18, and Buyer shall provide Seller with access to the Company property reasonably necessary for Seller to exercise their rights under this Section 7.4. Seller’s obligations to indemnify for any Environmental Liability pursuant to this Article VII or to conduct any Remediation shall be deemed satisfied so long as the remedy (i) complies with the minimum and least stringent standards enforceable under applicable Environmental Laws, and (ii) is approved or authorized by Governmental Authorities with jurisdiction over such matters, where such approval or authorization is required by applicable Environmental Laws (the “Remediation Standard”). Seller may use the most commercially reasonable and cost-effective method of achieving the Remediation Standard, including the use of commercial, industrial and/or other forms of non-residential cleanup criteria and the use of environmental land use restrictions or similar institutional controls. Buyer agrees that, if such environmental land use restrictions or similar institutional controls are approved or authorized by Governmental Authorities or Environmental Laws, as applicable, Buyer will execute any required documents and will cooperate with Seller in the recording, on the applicable land records, of such environmental land use restrictions or similar controls; provided, however, such land use restrictions or similar institutional controls do not render the Company Properties unsuitable for use as such Company Properties were used immediately prior to and up to the Closing.
Environmental Procedures. 5.1 In carrying out the Required Use the Lessee shall at its cost and in addition to its other obligations under this lease and not in derogation from them:
Environmental Procedures. (i) record-keeping and reporting procedures;
Environmental Procedures. Before any lender’s submission requesting a loan guarantee for the acquisition, re- habilitation, or construction of real property can be selected for a loan guarantee, HUD shall determine whether any environmental thresholds are exceeded in accordance with 24 CFR part 50, which implements the National Environmental Policy Act (NEPA) and the related Federal environmental laws and authorities listed under 24 CFR
Environmental Procedures. With respect to any claims involving the investigation, remediation, removal, corrective action, containment, monitoring or other response action relating to the existence of environmental contamination, including claims made under Section 11.02(a)(i) with respect to Section 3.19, under Section 11.02(a)(v) with respect to any Excluded Environmental Liability, under Section 11.03(c) or (d) with respect to environmental matters or under Section 11.07 (collectively, “Environmental Claims”), Buyer, Seller and their respective Affiliates, as the case may be, shall act in a Commercially Reasonable Manner. Seller shall have no obligation for any Damages arising out of any Environmental Claim to the extent such Damages result from or are the consequence, in whole or in part, of any intrusive sampling, testing or monitoring of soil or groundwater performed by or on behalf of Buyer, any of its Affiliates or any of their respective Representatives, unless (and only to the extent) such action is (a) required by an Environmental Law, order, injunction, decree or ruling of any Governmental Authority or a Permit in effect at the time such action is taken; (b) subject to Section 11.05, reasonably necessary in connection with the defense or resolution of a Third-Party Claim; (c) reasonably necessary to investigate conditions that indicate an imminent and substantial endangerment to human health as reasonably determined by Buyer; (d) required pursuant to any applicable Real Property Lease as in effect as of the Closing Date or, if less restrictive, as amended thereafter; (e) reasonably necessary to obtain financing or a mortgage, or in connection with a potential sale of any Real Property or the Business; (f) conducted in connection with construction or maintenance projects at any Real Property provided that such projects serve a legitimate business purpose unrelated to conducting intrusive sampling, testing or monitoring of the Environment for purposes of seeking indemnification hereunder; or (g) conducted in connection with properly maintaining any production or drinking water xxxxx that are the responsibility of Buyer and that exist at any Real Property on the Closing Date. Buyer and Seller agree that, with respect to any Environmental Claim arising out of a Release of any Hazardous Substance, the issuance of a no further action letter or the equivalent indicia of completion issued by any Governmental Authority having jurisdiction over Releases or remediation (“NFA Lette...
