Environmental Response Action Sample Clauses

Environmental Response Action. The Purchaser shall determine the ----------------------------- manner of resolution of, and shall otherwise control the management and implementation of any part of the defense, response, Proceedings or settlement relating to any Losses for which the Shareholders have an indemnity obligation under Section 8.1(a)(i), (ii) or (iv) and which involves or relates to the investigation, study, sampling, testing, abatement, monitoring, cleanup, removal, remediation, other response action, third party action or regulatory Proceeding relating to (i) the Release or presence of Contaminants at, from, in, to, on, under, or about any Property currently leased or operated by the Company or any Subsidiary, (ii) the Company's transportation to or arrangements for the treatment, storage, handling or disposal of any Contaminants at any off-site location or (iii) violation of any EHS Requirement of Law. For all matters other than those identified on Schedule 8.4(e), Shareholders' indemnity obligations with respect to the matters identified in this Section 8.4(b) shall be governed in accordance with the following procedures until the Environmental Survival Date:
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Environmental Response Action. “Environmental Response Action” shall have the meaning given in Section 9.7(a).
Sample 1
Environmental Response Action. Seller at its sole option shall have the right to control the manner and method of any investigation and remediation of the Real Property necessary to satisfy its indemnification obligations under Section 8.1(b) ("Environmental Response Actions"), including, but not limited to, selection of consultants and contractors (subject to Purchaser's approval of such consultants and contractors, which approval shall not be unreasonably withheld) and any communications with government authorities (provided that Purchaser is provided with advance copies and an opportunity to comment on such communications with governmental authorities and provided further, that while Seller shall consider Purchaser's comments in good faith, Seller's decision as to the communication shall be final), so long as such Environmental Response Action is conducted in accordance with applicable Environmental and Safety Requirements and in a manner so as to avoid interference with Purchaser's use of the Real Property (including access to or egress therefrom) to the extent commercially practicable.
Sample 1
Environmental Response Action. Sellers, at their sole option, shall have the right to control the manner and method of any investigation and remediation of any Real Property that is subject to a claim for indemnification under Section 8.1 (the “Environmental Response Actions”), including selection of consultants and contractors (subject to Purchasers’ approval of such consultants and contractors, which approval shall not be unreasonably withheld) and any communications with government authorities (provided that Purchasers are provided with advance copies (to the extent commercially practicable) and an opportunity to comment on such communications with governmental authorities and provided further, that while Sellers shall consider Purchasers’ comments in good faith, Sellers’ decision as to the communication shall be final), so long as such Environmental Response Action is conducted in accordance with applicable Law and Environmental and Safety Requirements and in a manner so as to avoid interference with Purchasers’, Company’s and their respective Affiliates’ use of the Real Property (including access to or egress therefrom) to the extent commercially practicable. If Sellers control the Environmental Response Actions, then Sellers shall (a) obtain all licenses, permits, approvals and authorizations required by Law in connection with the Environmental Response Actions, (b) promptly repair any damage to the Real Property resulting from the Environmental Response Actions or, if such damage cannot be repaired, restore the Real Property as near as commercially practicable to the condition that existed before the damage occurred, (c) assume liability for the management, treatment, storage and disposal of any Hazardous Substances handled in connection with the Environmental Response Actions (subject to Section 8.1(b)(i)) and (d) comply with the relevant terms of any lease, mortgage or other document applicable to the Real Property where the Environmental Response Actions are conducted to the extent Sellers have actual notice of such documents.
Sample 1

Related to Environmental Response Action

  • Environmental, Health and Safety Laws There exists no violation by the Borrower or any Restricted Subsidiary of any applicable federal, state, or local law, rule or regulation, or order of any government, governmental department, board, agency, or other instrumentality relating to environmental, pollution, health, or safety matters that has imposed, will impose, or threatens to impose a material liability on the Borrower or a Restricted Subsidiary or that has required or would require a material expenditure by the Borrower or a Restricted Subsidiary to cure. Neither the Borrower nor any Restricted Subsidiary has received any notice to the effect that any part of its operations or properties is not in material compliance with any such law, rule, regulation, or order or notice that it or its property is the subject of any governmental investigation evaluating whether any remedial action is needed to respond to any release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could constitute a Material Adverse Occurrence. Except as set out on Schedule 4.7, the Borrower has no knowledge that it, its property, any Restricted Subsidiary, or any Restricted Subsidiary’s property will become subject to environmental laws or regulations during the term of this Agreement, compliance with which could require Capital Expenditures that could constitute a Material Adverse Occurrence.

  • Environmental, Health and Safety Matters Except as set forth on Schedule 4.20:

  • Environmental Health and Safety i. Environment, Health and Safety Performance. Seller acknowledges and accepts full and sole responsibility to maintain an environment, health and safety management system ("EMS") appropriate for its business throughout the performance of this Contract. Buyer expects that Seller’s EMS shall promote health and safety, environmental stewardship, and pollution prevention by appropriate source reduction strategies. Seller shall convey the requirement of this clause to its suppliers. Seller shall not deliver goods that contain asbestos mineral fibers.

  • Environmental and Safety Laws To its knowledge, the Company is not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, and to its knowledge, no material expenditures are or will be required in order to comply with any such existing statute, law or regulation.

  • Environmental and Safety Matters Except as would not have a Material Adverse Effect:

  • Clean Air Act A. The contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.

  • 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.

  • Environmental Regulations The Contractor shall conduct activities in compliance with applicable laws and regulations and other requirements of the Contract relating to the environment and its protection at all times. Unless otherwise specifically determined, the Owner is responsible for obtaining and maintaining permits related to stormwater run-off. The Contractor shall conduct operations consistent with stormwater run-off permit conditions. Contractor is responsible for all items it brings to the Site, including hazardous materials, and all such items brought to the Site by its Subcontractors and suppliers, or by other entities subject to direction of the Contractor. The Contractor shall not incorporate hazardous materials into the Work without prior approval of Owner, and shall provide an affidavit attesting to such in association with the request for the Substantial Completion Inspection.

  • Environmental Laws and Hazardous Materials The Company and its subsidiaries are in compliance with all foreign, federal, state and local rules, laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment which are applicable to their businesses (“Environmental Laws”). There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its subsidiaries (or, to the Company’s Knowledge, any other entity for whose acts or omissions the Company or any of its subsidiaries is or may otherwise be liable) upon any of the property now or previously owned or leased by the Company or any of its subsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect to which the Company or any of its subsidiaries has knowledge.

  • Emergency Response Partners must develop, maintain, and carry out a response plan for public water system emergencies, including disease outbreaks, spills, operational failures, and water system contamination. Partners must notify DWS in a timely manner of emergencies that may affect drinking water supplies.

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