Hazardous Substances. (a) Tenant agrees that it will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan. (b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term. (c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 5 contracts
Sources: Master Lease Agreement (Old National Bancorp /In/), Master Lease Agreement (Old National Bancorp /In/), Master Lease Agreement (Old National Bancorp /In/)
Hazardous Substances. (a) Tenant agrees that it will shall not ongenerate, aboutstore (except for small quantities of substances ordinarily stored and used in connection with general office use if stored, used and disposed of, in accordance with all laws relating thereto), dispose of or release, or permit the storage, use, disposal or release of, any "Hazardous Substances" (as hereinafter defined), in, above, on or under any Leased Propertythe Premises or the Project. Tenant shall remove, release, treat or dispose of clean-up and remedy any Hazardous Materials; but Substance on the foregoing shall not prevent the use, storage Premises or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants law, provided that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction presence of such O&M PlanHazardous Substance resulted from the action or inaction of Tenant, (ii) prevent or any Asbestos from becoming friable Tenant Parties and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill be obligated to continue to pay Rent hereunder until such removal, clean-up or remedy is completed in accordance with law as soon as practicable following applicable laws, whether or not the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M PlanTerm shall terminate or expire.
(b) To Tenant shall not take or permit any action that would cause the extent required by Environmental LawsPremises or Project to become an "establishment" (as defined in the Connecticut Transfer Act, C.G.S. ss. 22a-134). Tenant hereby grants Landlord the right to inspect the Premises on not less than twenty-four (24) hours notice to Tenant (except in the event of an emergency in which case Landlord will use reasonable efforts commensurate with the nature of the emergency condition to give Tenant prior notice) throughout the Term, to determine that Tenant is in compliance with applicable laws and Tenant agrees to provide Landlord with all information necessary to ascertain that Tenant is in compliance with applicable laws. Tenant shall cooperate with Landlord in satisfying any legal requirements imposed upon Landlord relating to Tenant's operations, and, upon Landlord's written request, shall furnish complete information to Landlord with regard to its operations. In connection with any transfer of the Premises or Project, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, comply with the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release Connecticut Transfer Act and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termother applicable laws relative to its operations.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 4 contracts
Sources: Lease Agreement (Startech Environmental Corp), Lease Agreement (Greenfield Online Inc), Lease Agreement (Greenfield Online Inc)
Hazardous Substances. A. Tenant shall not cause or permit any Hazardous Substance (aas hereinafter defined) Tenant to be used, stored, generated, contained or disposed of on or in the Complex by Tenant, Tenant’s agents, employees, contractors or invitees in violation of Environmental Laws (as hereinafter defined). Landlord acknowledges and agrees that it will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course as part of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy use of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates Leased Premises as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friablea research laboratory, Tenant shall abe permitted to use lab alcohols, acids, radioactive agents, liquid nitrogen (including installation of liquid nitrogen freezers) and other related medical research items as are necessary to the operation of a research laboratory up to and including Biosafety ▇▇▇▇▇ said Asbestos ▇, provided Tenant must use and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when store such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable laws, rules and regulations, including, without limitation, all Environmental Laws. All bio-hazardous waste shall be removed, at Tenant’s sole cost and expense, and at Tenant’s risk, by a third party company following any and all Environmental Laws, insurance requirements and industry disposal regulations regarding said waste. If Hazardous Substances are used, stored, generated, contained or disposed of on or in the Complex in violation of Environmental Laws, or if the Complex becomes contaminated with Hazardous Substances in any manner due to the actions or omissions of Tenant or its agents, employees, contractors or invitees, Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord) and hold the Landlord Parties harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities and losses (including, without limitation, a decrease in value of the Complex, damages caused by loss or restriction of rentable or usable space or any damages caused by adverse impact on marketing of the space and any and all sums paid for settlement of claims, attorneys’ fees, consultant and expert fees) arising during or after the Term and as a result of such use, storage, generation, disposal or contamination in violation of Environmental Laws. This indemnification includes, without limitation, any and all costs incurred because of any investigation of the site or any cleanup, removal or restoration mandated by a federal, state or local agency or political subdivision. Without limitation of the foregoing, if Tenant causes or permits the presence of any Hazardous Substance on the Complex in violation of Environmental Laws that results in contamination, Tenant shall promptly, at its sole expense, take any and all necessary actions to return the Complex to the condition existing prior to the presence of any such Hazardous Substance on the Complex; provided, however, Tenant must obtain Landlord’s prior written approval for any such remedial action. Tenant shall be responsible for the application for and maintenance of all required permits, the submittal of all notices and reports, proper labeling, training and record keeping, and timely and appropriate response to any release or other discharge by Tenant of a Hazardous Substance under Environmental Laws. The indemnity obligations of Tenant under this Section 39 shall survive the expiration or earlier termination of this Lease Agreement. Notwithstanding the foregoing to the contrary, Tenant acknowledges that the Building will be used by various tenants for medical-related purposes and as such, certain Hazardous Substances will be present in the Complex from time to time. To Landlord’s current actual knowledge, without the duty of investigation or injury, as of the Effective Date, no Hazardous Substances are in, on, under or about the Leased Premises in violation of any Environmental Law, or requiring any notice, investigation, clean-up, or other response and Landlord shall indemnify, defend (with counsel reasonably acceptable to Tenant) and hold the Tenant and its officers, directors, agents and employees harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities and losses arising during or after the Term as a result of Landlord’s breach of such representation and warranty. Landlord’s obligations set forth in this Section 39 shall survive the expiration or termination of this Lease Agreement.
B. As used herein, “Hazardous Substance” means (i) any substance that is toxic, ignitable, reactive or corrosive or that is regulated by any local, state or federal law, and includes any and all material or substances that are defined as “hazardous waste”, “extremely hazardous waste”, “hazardous substance” or a “hazardous material” pursuant to any such laws and includes, but is not limited to, asbestos, polychlorobiphenyls and petroleum and any fractions thereof, (ii) any substance which is now or hereafter considered a biological contaminant or which could adversely impact air quality, including mold, fungi and other bacterial agents and (iii) all biohazardous, infectious and medical waste. Notwithstanding anything in this Section 39 to the contrary, “Hazardous Substances” shall not include materials commonly used in the ordinary operations of a general office building, provided that (1) such materials are used and properly stored in the Leased Premises in quantities ordinarily used and stored in comparable medical space, (2) such materials are not introduced into the Building’s plumbing systems or are not otherwise released or discharged in the Leased Premises or the Building and (3) such materials are in strict compliance with local, state or federal law. As used herein, “Environmental Laws” means all applicable federal, state or local laws, regulations, orders, judgments and decrees regarding health, safety or the environment.
Appears in 4 contracts
Sources: Lease Agreement (Bellicum Pharmaceuticals, Inc), Lease Agreement (Bellicum Pharmaceuticals, Inc), Lease Agreement (Bellicum Pharmaceuticals, Inc)
Hazardous Substances. (a) Tenant agrees acknowledges that it will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause occupied each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan Premises listed on the original Schedule A to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as this Lease prior to the progress and satisfaction of Commencement Date for such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance Premises as set forth on Schedule A. Except with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related respect to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond matters arising prior to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition toPremises, and without limiting Paragraph 10or matters caused by Landlord or any of Landlord’s employees, of this Leaseagents, or contractors, Tenant shall and hereby does agree at all times comply with, or cause to defendbe complied with, indemnify and hold any “Environmental Law” (as defined below in Section 4.4) governing each Lender, of the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and Premises or the use thereof by Tenant or any of Tenant’s employees, harmless from agents, contractors, invitees, licensees, customers, or clients, except as permitted in Section 4.5 below, shall not use, store, generate, treat, transport, or dispose of, or permit any of Tenant’s employees, agents, contractors, invitees, licensees, customers, or clients to use, store, generate, treat, transport, or dispose of, any “Hazardous Substance” (as defined below in Section 4.4) on any of the Premises without first obtaining Landlord’s written approval, shall promptly and against completely respond to and clean up any and all causes of actions, suits, demands release or judgments presence of any nature whatsoeverHazardous Substances upon each of the Premises, lossesexcept to the extent such release or presence either occurred prior to the date on which Tenant occupied such Premises or was caused by Landlord or any of Landlord’s employees, damagesagents, penalties, expenses, fees, claims, costs (including response and remedial costs)or contractors, and liabilitiesshall pay all costs incurred as a result of the environmental state, condition and quality of each of the Premises, including, but not limited to, the costs of any “Environmental Cleanup Work” (as defined below in Section 4.4) and the preparation of any closure or other required plans, except to the extent such release or presence either occurred prior to the date on which Tenant occupied such Premises or was caused by Landlord or any of Landlord’s employees, agents, or contractors, (all of the foregoing obligations of Tenant under this Section 4.3 are hereinafter collectively “Tenant’s Environmental Obligations”). Tenant shall indemnify, defend and hold harmless Landlord from and against any and all claims, actions, damages, penalties, fines, liabilities and expenses, including reasonable attorneys’ fees and costs of litigationfees, arising which are directly or indirectly, in whole or in part, caused by or arise out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or Tenant’s failure to remove or otherwise remediatetimely perform Tenant’s Environmental Obligations. Landlord represents and warrants to Tenant that, as required by this Paragraph 26of the date on which Tenant occupied each Premises, no Hazardous Materials from, Substances were located on or to any Leased Property or any portion or portions thereof, including any past or current Release such Premises and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except such Premises were in compliance with all applicable Environmental Laws. Landlord shall indemnify, defend and hold harmless Tenant from and against any and all claims, actions, damages, penalties, fines, liabilities and expenses, including reasonable attorneys’ fees, to the extent caused by or arising out of any failure of the foregoing representation and warranty of being true and accurate. Landlord and Tenant shall promptly deliver to the other true and complete copies of all notices, correspondence and requests received by the notifying party from any governmental authority or third parties relating to the presence, release, use, storage, treatment, transportation, or disposal of Hazardous Substances on any of the Premises. Tenant shall permit Landlord and Landlord’s agents to enter into and upon each of the Premises, during normal business hours on prior reasonable notice, for the purpose of inspecting the Premises and verifying Tenant’s compliance with these covenants. The provisions of this Section 4.3 shall survive the expiration or other termination of this Lease.
Appears in 4 contracts
Sources: Master Lease Agreement (Nu Skin Enterprises Inc), Master Lease Agreement (Nu Skin Enterprises Inc), Master Lease Agreement (Nu Skin Enterprises Inc)
Hazardous Substances. (a) Tenant represents and warrants to Landlord and agrees that it will not onthat, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, during the term of this Lease and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos any extensions or asbestos-containing materials are present in or at any Leased Property (“Asbestos”)renewals thereof, Tenant shall: :
(i) preparepromptly comply at Tenant’s sole cost and expense, maintain and timely comply with an asbestos operations and maintenance plan all laws, orders, rules, regulations, certificates of occupancy, or other requirements, as the same now exist or may hereafter be enacted, amended or promulgated, of any federal, municipal, state, county or other governmental or quasi-governmental authorities and/or any department or agency thereof relating to the manufacturing, processing, distributing, using, producing, treating, storing (above or below ground level), disposing or allowing to be present (the “Environmental Activity”) of hazardous substances in or about the Premises (each, an “O&M PlanEnvironmental Law”) , and shall provide a copy all of the O&M Plan to Landlord andthem, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, “Environmental Laws”).
(ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries its agents and employees, harmless from and against any and all demands, claims, causes of actions, suits, demands or judgments of any nature whatsoever, losses, damagesaction, penalties, expensesliabilities, feesjudgments, claims, costs damages (including response consequential damages) and remedial expenses including, without limitation, court costs and reasonable attorneys’ fees incurred by Landlord as a result of (a) Tenant’s failure or delay in properly complying with any Environmental Law, or (b) any adverse effect which results from the Environmental Activity, whether of Tenant or Tenant’s subtenants or any of their respective agents, employees, contractors or invitees, with or without Tenant’s consent, which has caused, either intentionally or unintentionally, such Environmental Activity. If any action or proceeding is brought against Landlord, its agents or employees by reason of any such claim, Tenant, upon notice from Landlord, will defend such claim at Tenant’s expense with counsel reasonably satisfactory to Landlord. This indemnity obligation by Tenant of Landlord will survive the expiration or earlier termination of this Lease.
(iii) promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in this Lease, a copy of any forms, submissions, notices, reports, or other written documentation (each, a “Communication”) relating to any Environmental Activity by Tenant or any of Tenant’s subtenants or any of their respective agents, employees, contractors or invitees, whether any such Communication is delivered to Tenant or any of its subtenants or is requested of Tenant or any of its subtenants by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
(iv) in the event there is a release of any hazardous substance as a result of or in connection with any Environmental Activity by Tenant or any of Tenant’s subtenants or any of their respective agents, employees, contractors or invitees, which must be remediated under any Environmental Law, Tenant shall immediately notify Landlord and Landlord shall perform the necessary remediation and Tenant shall reimburse Landlord for all costs thereby incurred within fifteen (15) days after delivery of a written demand therefor from Landlord (which shall be accompanied by reasonable substantiation of such costs). In the alternative, Landlord shall have the right to require Tenant, at its sole cost and expense, to perform the necessary remediation in accordance with a detailed plan of remediation which shall have been approved in advance in writing by Landlord. Landlord shall give notice to Tenant within thirty (30) days after Landlord receives notice or obtains knowledge of the required remediation. The rights and obligations of Landlord and Tenant set forth in this subparagraph (iv) shall survive the expiration or earlier termination of this Lease.
(v) notwithstanding any other provisions of this Lease, allow Landlord, and liabilitiesany authorized representative of Landlord, access and the right to enter and inspect the Premises for Environmental Activity, at any time deemed reasonable by Landlord, without prior notice to Tenant. The term “hazardous substances” as used in the Lease, is defined as follows: any element, compound, mixture, solution, particle or substance, which presents danger or potential danger of damage or injury to health, welfare or to the environment including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with : (i) the violation of any Environmental Law with respect to any Leased Property those substances which are inherently or any prior ownership of any Leased Property; potentially radioactive, explosive, ignitable, corrosive, reactive, carcinogenic or toxic and (ii) the Release those substances which have been recognized as dangerous or threatened Release of or failure potentially dangerous to remove or otherwise remediatehealth, as required by this Paragraph 26, Hazardous Materials from, on welfare or to the environment by any Leased Property federal, municipal, state, county or other governmental or quasi-governmental authority and/or any portion department or portions agency thereof, including . Compliance by Tenant with any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or provision of this Article 9 shall not arising out of or in any manner connected with Tenant’s occupancy be deemed a waiver of any Leased Property during other provision of this Lease. Without limiting the Initial Term or foregoing, Landlord’s consent to any extension or Renewal TermEnvironmental Activity shall not relieve Tenant of its indemnity obligations under the terms hereof.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 3 contracts
Sources: Office Lease, Office Lease (Acucela Inc), Office Lease (Zillow Inc)
Hazardous Substances. (a) Tenant agrees that it will not onIf the Company should commence the use, abouttreatment, transportation, generation, storage or under any Leased Property, release, treat or dispose disposal of any Hazardous Materials; but Substance in reportable quantities in its operations in addition to those (if any) noted in Schedule 5.01(j) attached to this Agreement, the foregoing Company shall not prevent immediately notify the use, storage or existence FHI of the commencement of such activity with respect to each such Hazardous Substance. The Company shall cause any Hazardous Materials Substances which are now or may hereafter be used or generated in the ordinary course operations of Tenant’s business the Company in accordance reportable quantities to be accounted for and disposed of in compliance with all Environmental Laws and other applicable federal, state and local laws and regulations. Tenant covenants that it will The Company shall notify the FHI immediately upon obtaining knowledge that:
(1) any premises which have at all times complyany time been owned or occupied by or have been under lease to the Company are the subject of an environmental investigation by any federal, and will cause each Leased Property state or local governmental agency having jurisdiction over the regulation of any Hazardous Substances, the purpose of which investigation is to quantify the levels of Hazardous Substances located on such premises, or
(2) the Company has been named or is threatened to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide named as a copy of party responsible for the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments possible contamination of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilitiesreal property or groundwater with Hazardous Substances, including, but not limited to, reasonable attorneys’ fees to the contamination of past and costs of litigation, arising out of or in any manner connected with (i) present waste disposal sites. If the violation Company is notified of any Environmental Law event described in Sections 5.01(j)(1) or (2) above, the Company shall immediately engage a firm or firms of engineers or environmental consultants appropriately qualified to determine as quickly as practical the extent of contamination and the potential financial liability of the Company with respect to any Leased Property or any prior ownership thereto, and the FHI shall be provided with a copy of any Leased Property; (ii) report prepared by such firm or by any governmental agency as to such matters as soon as any such report becomes available to the Release Company, and Company shall immediately establish reserves in the amount of the potential financial liability of the Company identified by such environmental consultants or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy engineers. The selection of any Leased Property during engineers or environmental consultants engaged pursuant to the Initial Term requirements of this Section shall be subject to the approval of the FHI, which approval shall not be unreasonably withheld or any extension or Renewal Termdelayed.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 3 contracts
Sources: Credit Agreement (Obsidian Enterprises Inc), Credit Agreement (Obsidian Enterprises Inc), Credit Agreement (Obsidian Enterprises Inc)
Hazardous Substances. (a) Tenant Grantee agrees that it will not, and will not onpermit any third party to use, aboutgenerate, or under any Leased Propertystore, release, treat or dispose of any Hazardous Materials; but Material (as defined below) in, on, under, about, or within the foregoing shall Premises in violation of any law or regulation. Grantor represents and agrees that Grantor will not, and will not prevent the permit any third party to use, storage generate, store, release, or existence dispose of any Hazardous Materials in Material in, on, under, about, or within the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times complySite (including the soil, surface water, and will cause each Leased Property to be groundwater thereunder) except in compliance with, in all material respects with each any applicable Environmental Law. If asbestos law or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Planregulation.
(b) To the extent required by Environmental LawsGrantee shall defend, Tenant shall respond to any release ofindemnify, protect, and shall remove hold harmless Grantor and its employees, partners, affiliates, agents, contractors, directors, successors, representatives, and assigns from any Hazardous Materialsagainst any and all losses, whether existing prior toliabilities, or occurring duringdamages, the Term on any Leased Property penalties, fines, claims, and/or costs (including reasonable attorneys’ and whether or not consultants’ fees and costs) of every type and nature arising out of or in connection with the generation, storage, release, or disposal of any manner connected with Tenant’s occupancy Hazardous Materials by Grantee in, on under, about, or within the Premises in violation of such Leased Property during any laws or regulations, except to the Term. In addition toextent caused by Grantor or its employees, and without limiting Paragraph 10partners, of this Leaseaffiliates, Tenant shall and hereby does agree to defendagents, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officerscontractors, directors, shareholderssuccessors, partnersrepresentatives, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or assigns in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termapplicable law.
(c) The Tenant agrees that it will not install any underground Grantee and its partners, affiliates, agents, and employees, contractors, directors, successors, representatives, or above-ground storage tank at any Leased Property without specificassigns shall store and handle all equipment and materials in a safe, prior written approval careful, and workmanlike manner while on the Site. Grantee shall promptly remove from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except Site and remediate in compliance with all applicable Environmental Lawsthe law any discharge, leak emission, or release of Hazardous Materials from Grantee’s activities, improvements, or other Grantee equipment. All costs and expenses associated in any way with a discharge, leak, emission, or release of Hazardous Material from Grantee’s activities, other improvements, or other Grantee equipment shall be at the sole cost and expense of Grantee.
(d) As used herein, the term “Hazardous Material” means:
Appears in 2 contracts
Sources: Renewal Right of Way Use Agreement, Renewal Right of Way Use Agreement
Hazardous Substances. a. Tenant hereby agrees that: (ai) Tenant agrees no activity will be conducted on the Premises that it will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Tenant’s business (the “Permitted Activities”) provided said Permitted Activities comply and are documented in accordance with all Environmental Laws; and, (ii) the Premises will not on, about, or under be used in any Leased Property, release, treat or dispose manner for the storage of any Hazardous Materials; but Substances except for the foregoing shall not prevent the use, temporary storage or existence of any Hazardous Materials such materials that are used in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (the “Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M PlanPermitted Materials”) provided that such Permitted Materials are properly stored in a manner and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with location meeting all Environmental Laws related with notice to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Planright to inspect by Landlord.
(b) To the extent required by Environmental Laws, b. Tenant shall respond hereby agrees to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and harmless Landlord, their respective successors and assignsits directors, officers, employees, agents and any assignees, or successors to Landlord’s interest in the Premises and Shopping Center and their directors, shareholdersofficers, partners, members, affiliates, beneficiaries and employees, harmless and agents, from and against any and all causes of actionslosses, suits, demands or judgments of any nature whatsoever, lossesclaims, damages, penalties, expensesand liability (including all out-of-pocket litigation costs and the reasonable fees and expenses of counsel) incurred as a result of the Tenant’s (including Tenant’s contractors, feesagents, employees and invitees any of whom may be within the Premises) use or misuse of any Hazardous Substance within the Premises. Such damages include: (i) all foreseeable and all unforeseeable consequential damages, directly or indirectly arising out of the use, generation, storage, release or disposal of Hazardous Substances by Tenant, its agents or employees on the Premises; and (ii) including, without limitation, the cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, following the Ready for Occupancy Date, to the full extent that such action is attributable, directly or indirectly, to the presence or use, generation, storage, release, threatened release, or disposal of Hazardous Substances by Tenant, its agents or employees on the Premises.
c. Landlord hereby represents and warrants that there are no violations of any federal, state, or local Environmental Laws, rules, regulations or orders relating to industrial hygiene or to environmental conditions, on, under or about the Premises. Landlord further covenants and agrees that the Shopping Center is not subject to the effects of a Hazardous Substance which require remediation.
d. Landlord hereby agrees to indemnify and hold harmless Tenant, its directors, officers, employees, agents and any assignees, or successors to Tenant’s interest in this Lease and their directors, officers, employees, and agents, from and against any and all losses, claims, costs damages, penalties, and liability (including response all out-of-pocket litigation costs and remedial costs), and liabilities, including, but not limited to, the reasonable attorneys’ fees and costs expenses of litigationcounsel) incurred as a result of the Landlord’s use or misuse of any Hazardous Substance outside of the Premises. Such damages include: (i) all foreseeable and all unforeseeable consequential damages, directly or indirectly arising out of the use, generation, storage, release or in any manner connected with (i) the violation disposal of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased PropertyHazardous Substances; and (ii) including, without limitation, the Release cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, to the full extent that such action is attributable, directly or indirectly, to the presence or use, generation, storage, release, threatened Release release, or disposal of Hazardous Substances by Landlord, its agents or failure employees on the Premises.
e. In the event Hazardous Substances are present at the Premises or the Shopping Center due to the acts of any party other than Tenant, or any of Tenant’s contractors, agents, employees and invitees any of whom may be within the Premises or any of Tenant’s contractors, agents, employees and invitees any of whom may be within the Premises and/or future remediation work is required to remove and/or monitor the Hazardous Substances caused to be present by any party other than Tenant, or otherwise remediateany of Tenant’s contractors, agents, employees and invitees any of whom may be within the Premises , and the presence, remediation and monitoring of such Hazardous Substances commercially materially and adversely affects the operation of Tenant’s business for in excess of thirty (30) consecutive days, or commercially materially jeopardizes the health of Tenant’s employees and/or customers, Tenant, upon Notice delivered to Landlord within sixty (60) days after the occurrence of such event, shall have the right to terminate this Lease, in which event this Lease will be of no further force and effect or, at Tenant’s option, receive a full abatement of change Rent and other payment obligations hereunder until such Hazardous Substances are removed or remediated to the satisfaction of applicable governmental authorities, as required documented by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termsuch authorities.
(c) f. The Tenant agrees that it will not install any underground indemnities contained in this Article shall survive the expiration or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Lawsearlier termination of this Lease.
Appears in 2 contracts
Sources: Shopping Center Lease, Shopping Center Lease (Natural Grocers by Vitamin Cottage, Inc.)
Hazardous Substances. (a) Tenant agrees that it will not onIn addition to Project Site information referenced in Appendix J, aboutOwner also shall disclose to Contractor, or under any Leased Propertyas information becomes available to Owner, releasethe existence of Hazardous Substances at the Project Site as to which Owner has actual knowledge. Subject to Section 2.2.13, treat or dispose of Owner shall be and remain responsible for any Hazardous Materials; but Substances that are brought onto the foregoing shall Project Site by Owner or any other Person performing activities on behalf of Owner (other than Contractor, its Subcontractors or Owner Suppliers) or that exist on the Project Site prior to the Commencement Date or releases caused by Owner or any other Person acting on its behalf (other than Contractor, its Subcontractors and Owner Suppliers) and not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property Contractor’s direction (“AsbestosOwner Hazardous Substances”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent including any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill required Remediation and/or site restoration in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) connection therewith. To the fullest extent required permitted by Environmental LawsApplicable Legal Requirements, Tenant shall respond Owner agrees to any release ofrelease, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, Contractor Indemnitees harmless from and against all liability (except for any and all causes of actions, suits, demands liability arising from the negligence or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs intentional Release by such indemnified Persons (including response and remedial costsas set forth in Section 2.2.13.2), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, ) arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove Owner Hazardous Substances, or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of fulfilling Owner’s obligations under this Section 3.9, whether through suits or causes of action in a court of law or claim, complaints or penalties arising out of a violation or alleged violation of Applicable Legal Requirements. If Contractor discovers or encounters any manner connected Owner Hazardous Substances, which under Applicable Legal Requirements or Professional Standards would require Contractor to suspend Work to avoid injury to individuals or damage to property, then Contractor shall promptly give Notice to Owner and cease performance of the Work in and around the affected area. Except as provided in Section 2.2.13.2, Contractor shall have no responsibility for the removal, treatment, transportation, disposal or Remediation of Owner Hazardous Substances. Contractor shall not have or exert any control over Owner or interfere with TenantOwner or any Person acting on behalf of Owner in Owner’s occupancy performance of its obligations or responsibilities in connection with the storage, transportation or disposal of any Leased Property during Owner Hazardous Substances. Contractor shall reasonably cooperate with Owner in connection with the Initial Term or Remediation by Owner of any extension or Renewal TermOwner Hazardous Substances identified at the Project Site; provided, however, that Contractor shall not be required to provide disposal services for Owner Hazardous Substances.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 2 contracts
Sources: Engineering, Procurement and Construction Agreement (Ada-Es Inc), Engineering, Procurement and Construction Agreement (Ada-Es Inc)
Hazardous Substances. (a) Tenant agrees that it will not on, about, or under any the Leased PropertyPremises, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each the Leased Property Premises to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestosWithin one-containing materials are present in or at any Leased Property hundred and eighty (“Asbestos”)180) days from the Commencement Date, Tenant shall: (i) prepare, maintain shall cause to be prepared by a duly licensed engineer an Asbestos Operations and timely comply with an asbestos operations and maintenance plan Maintenance Plan (an “O&M Plan”) with respect to all asbestos-containing materials present at the Leased Premises and shall provide a copy of at all times during the Term maintain and comply with the O&M Plan Plan. In addition, with respect to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to asbestos-containing materials present in the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friableLeased Premises, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and including, without limitation, the National Emissions Standards for Hazardous Air Pollutants (ivNESHAP) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Planprogram for Asbestos.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any the Leased Property Premises and whether or not arising out of or in any manner connected with Tenant’s occupancy of such the Leased Property Premises during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any the Leased Property Premises or any prior ownership of any the Leased PropertyPremises; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any the Leased Property Premises or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any the Leased Property Premises during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any the Leased Property Premises without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any the Leased Property Premises except in compliance with all applicable Environmental Laws.
Appears in 2 contracts
Sources: Lease Agreement (Old National Bancorp /In/), Lease Agreement (Old National Bancorp /In/)
Hazardous Substances. (a) Tenant agrees that it will not 4.20.1 Neither Tenant, any of Tenant’s Agents nor any other person shall store, place, generate, manufacture, refine, handle, or locate on, aboutin, under or under any Leased Property, release, treat around the Land or dispose of Building any Hazardous Materials; but Substance, except for storage, handling and use of reasonable quantities and types of cleaning fluids and office supplies in the foregoing shall not prevent the use, storage or existence of any Hazardous Materials Premises in the ordinary course and the prudent conduct of Tenant’s business in accordance with applicable laws and regulationsthe Premises. Tenant covenants agrees that it will (a) the storage, handling and use of such permitted Hazardous Substances must at all times complyconform to all Governmental Requirements and to applicable fire, safety and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
insurance requirements; (b) To the extent required by Environmental Lawstypes and quantities of permitted Hazardous Substances which are stored in the Premises must be reasonable and appropriate to the nature and size of Tenant’s operation in the Premises and reasonable and appropriate for a first-class building of the same or similar use and in the same market area as the Building; and (c) no Hazardous Substance shall be spilled or disposed of on, in, under or around the Land or Building or otherwise discharged from the Premises or any area adjacent to the Land or Building. In no event will Tenant be permitted to store, handle or use on, in, under or around the Premises any Hazardous Substance which will increase the rate of fire or extended coverage insurance on the Land or Building, unless: (1) such Hazardous Substance and the expected rate increase have been specifically disclosed in writing to Landlord; (2) Tenant has agreed in writing to pay any rate increase related to each such Hazardous Substance; and (3) Landlord has approved in writing each such Hazardous Substance, which approval shall be subject to Landlord’s discretion.
4.20.2 Tenant shall respond to any release ofindemnify, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify defend and hold each Lender, the Trustee harmless Landlord and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless ’s Agents from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, Claims arising out of any breach of any provision of this paragraph 4.20, which expenses shall also include laboratory testing fees, personal injury claims, clean-up costs and environmental consultants’ fees. Tenant agrees that Landlord may be irreparably harmed by Tenant’s breach of this paragraph 4.20 and that a specific performance action may appropriately be brought by Landlord; provided that, Landlord’s election to bring or not bring any such specific performance action shall in no way limit, waive, impair or hinder Landlord’s other remedies against Tenant.
4.20.3 As of the execution date of this Lease, Tenant represents and warrants to Landlord that, except as otherwise disclosed by Tenant to Landlord, Tenant has no intent to bring any manner connected with (i) Hazardous Substances on, in or under the Premises except for the type and quantities authorized in the subparagraph 4.20.1, above.
4.20.4 Landlord represents and warrants that, to the best of its actual knowledge, without any independent inquiry or investigation, as of the Effective Date, there are no Hazardous Substances in the Premises, nor in the portions of the common areas of the Building that would impact Tenant’s use and occupancy of the Premises, which are in violation of applicable Governmental Requirements. Landlord covenants not to bring onto the Land or Building during the Lease Term any Hazardous Substances in violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermGovernmental Requirements.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 2 contracts
Sources: Deed of Lease (Opower, Inc.), Deed of Lease (Opower, Inc.)
Hazardous Substances. (a) Tenant agrees that it will shall not ongenerate, aboutstore (except for small quantities of substances ordinarily stored and used in connection with general office use if stored, used and disposed of, in accordance with all laws relating thereto), dispose of or release, or permit the storage, use, disposal or release of, any "HAZARDOUS SUBSTANCES" (as hereinafter defined), in, above, on or under any Leased Propertythe Premises or the Project. Tenant shall remove, release, treat or dispose of clean-up and remedy any Hazardous Materials; but Substance on the foregoing shall not prevent the use, storage Premises or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants law, provided that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction presence of such O&M PlanHazardous Substance resulted from the action or inaction of Tenant, (ii) prevent or any Asbestos from becoming friable Tenant Parties and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill be obligated to continue to pay Rent hereunder until such removal, clean-up or remedy is completed in accordance with law as soon as practicable following applicable laws, whether or not the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M PlanTerm shall terminate or expire.
(b) To Tenant shall not take or permit any action that would cause the extent required by Environmental LawsPremises or Project to become an "establishment" (as defined in the Connecticut Transfer Act, C.G.S. Section 22a-134). Tenant hereby grants LandloRd the right to inspect the Premises on not less than twenty-four (24) hours notice to Tenant (except in the event of an emergency in which case Landlord will use reasonable efforts commensurate with the nature of the emergency condition to give Tenant prior notice) throughout the Term, to determine that Tenant is in compliance with applicable laws and Tenant agrees to provide Landlord with all information necessary to ascertain that Tenant is in compliance with applicable laws. Tenant shall cooperate with Landlord in satisfying any legal requirements imposed upon Landlord relating to Tenant's operations, and, upon Landlord's written request, shall furnish complete information to Landlord with regard to its operations. In connection with any transfer of the Premises or Project, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, comply with the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release Connecticut Transfer Act and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termother applicable laws relative to its operations.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 2 contracts
Sources: Lease (Greenfield Online Inc), Lease (Greenfield Online Inc)
Hazardous Substances. Grantor covenants and agrees as follows:
(a) Tenant agrees that it Grantor will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related applicable to Asbestos the ownership or use of the Property, (ii) use its best efforts to cause all tenants and other persons occupying the Property to comply with all Environmental Laws, (iii) immediately pay or cause to be paid all costs and expenses incurred in such compliance, and (iv) if keep or cause the O&M Plan requires Property to be kept free and clear of any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Planliens imposed thereon pursuant to any Environmental Laws.
(b) To Grantor will not generate, use, treat, store, Release or dispose of, or permit the extent required generation, use, treatment, storage, Release or disposal of, any Hazardous Substances on the Property, or transport or permit the transportation of any Hazardous Substances to or from the Property, in each case in any quantity or manner which violates any Environmental Law. The foregoing to the contrary notwithstanding, (i) Grantor may store, maintain and use on the Property janitorial and maintenance supplies, paint and other Hazardous Substances of a type and in a quantity readily available for purchase by the general public and normally stored, maintained and used by owners and managers of properties of a type similar to the Property, and (ii) tenants of the Property may store, maintain and use on the Property (and, if any tenant is a retail business, hold in inventory and sell in the ordinary course of such tenant’s business) Hazardous Substances of a type and quantity readily available for purchase by the general public and normally stored, maintained and used (and, if tenant is a retail business, sold) by tenants in similar lines of business on properties similar to the Property.
(c) If Grantee (i) has knowledge of any pending or threatened Environmental Claim against Grantor or the Property or (ii) has reason to believe that the Grantor or the Property are in violation of any Environmental Law or (iii) receives a request for an environmental site assessment report from a regulatory or other governmental entity with jurisdiction over Grantee, then at Grantee’s written request, at any time and from time to time, Grantor will provide to Grantee an environmental site assessment report concerning the Property, prepared by an environmental consulting firm approved by Grantee, indicating the presence or absence of Hazardous Substances and the potential cost of any removal or remedial action in connection with any Hazardous Substances on the Property (except that any request arising from clause (iii) above shall be at Grantee’s sole cost and expense). Except as provided above, any such environmental site assessment report shall be conducted at Grantor’s sole cost and expense. If Grantor fails to deliver to Grantee any such environmental site assessment report within thirty (30) days after being requested to do so by Grantee pursuant to this Section 4.27, Grantee may obtain the same, and Grantor hereby grants to Grantee and its agents access to the Property and specifically grants to Grantee an irrevocable nonexclusive license to undertake such an assessment, and the cost of such assessment (together with interest thereon at the Default Rate as defined in the Note) will be payable by Grantor on demand.
(d) Grantee may, at its option, at any time and from time to time, perform at its sole cost and expense an environmental site assessment report for the Property, and Grantor hereby grants to Grantee and its agents access to the Property upon reasonable prior notice to Grantor, and specifically grants to Grantee an irrevocable non-exclusive license to undertake such an assessment, expressly excluding any invasive inspections. Grantor shall have the right to have an agent or representative of Grantor present during any such inspection.
(e) Grantor will advise Grantee in writing immediately upon learning of any of the following: (i)any pending or threatened Environmental Claim against Grantor or the Property; (ii) any condition or occurrence on the Property that (A) results in noncompliance by Grantor with any applicable Environmental Law, or (B) could reasonably be anticipated to form the basis of an Environmental Claim against Grantor or the Property; (iii) any condition or occurrence on the Property that could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any Environmental Law; and (iv) the taking of any removal or remedial action in response to the actual or alleged presence, in any quantity or manner which violates any Environmental Law, of any Hazardous Substances on the Property. Each such notice shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and Grantor’s response thereto. In addition, Grantor will provide Grantee with copies of all communications to or from Grantor and any governmental agency relating to Environmental Laws, Tenant all communications to or from Grantor and any person relating to Environmental Claims, and such detailed reports of any Environmental Claim as may be requested by Grantee.
(f) Grantee shall respond have the right but not the obligation to participate in or defend, as a party if it so elects, any Environmental Claim. Without Grantee’s prior written consent, Grantor shall not enter into any settlement, consent or compromise with respect to any release ofEnvironmental Claim that might impair the value of the Property.
(g) At its sole expense, Grantor will conduct any investigation, study, sampling and testing, and shall undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Substances from the Property which must be so removed or cleaned up in accordance with the requirements of any Hazardous Materialsapplicable Environmental Laws, whether existing prior to, or occurring during, to the Term on any Leased Property and whether or not arising out reasonable satisfaction of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition toa professional environmental consultant selected by Grantee, and without limiting Paragraph 10in accordance with all such requirements and with orders and directives of all governmental authorities. If all or any portion of the Loan shall be outstanding, Grantor may prepay the Loan in full, together with all applicable prepayment penalties, in lieu of this Leasecomplying with the preceding sentence.
(h) Grantor will defend (with attorneys satisfactory to the Indemnitees), Tenant shall and hereby does agree to defendprotect, indemnify and hold harmless each Lender, of the Trustee Indemnitees and Landlord, their its respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless attorneys and agents from and against any and all causes of liabilities, obligations (including removal and remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, actions, judgments, suits, demands or judgments claims, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) of any kind or nature whatsoeverwhatsoever that may at any time be incurred by, lossesimposed on or asserted against any of them directly or indirectly based on, damagesor arising or resulting from (i) the actual or alleged presence of Hazardous Substances on the Property in any quantity or manner which violates Environmental Law, penaltiesor the removal, expenseshandling, feestransportation, claimsdisposal or storage of such Hazardous Substances, (ii) any Environmental Claim with respect to Grantor or the Property, or (iii) the exercise of any Indemnitee’s rights under this Section 4.27 (collectively, the “Indemnified Matters”), regardless of when such Indemnified Matters arise, but excluding any Indemnified Matter arising out of the gross negligence or willful misconduct of any Indemnitee or with respect to Hazardous Substances first Released on the Property after the earlier of (1) the date neither Grantor nor any of its affiliates holds title to or any other interest in or lien on the Property as a result of a transfer permitted under Section 5.4(c), below, or through foreclosure (or deed in lieu thereof) of the lien of the Deed to Secure Debt, or (2) the payment in full of the Secured Obligations. To the extent that this indemnity is unenforceable because it violates any law or public policy, Grantor agrees to contribute the maximum portion that it is permitted to contribute under applicable law to the payment and satisfaction of all Indemnified Matters. For the purposes of the preceding sentence, “the Secured Obligations have been paid in full” shall mean the Secured Obligations have been voluntarily repaid in full by Grantor in cash, only, and shall not include the acceptance by Grantee of a deed in lieu of foreclosure or the making of any bid made by Grantee in connection with a foreclosure of the Property.
(i) Grantor will reimburse each Indemnitee for all sums paid and costs incurred by such Indemnitee with respect to any Indemnified Matter within ten (10) days following written demand therefor, with interest thereon at the Default Rate (as defined in the Note) if not paid within such ten (10) day period.
(j) Should any Indemnitee institute any action or proceeding at law or in equity, or in arbitration, to enforce any provision of this Deed to Secure Debt (including response and remedial costs)an action for declaratory relief or for damages by reason of any alleged breach of any provision of this Section 4.27) or otherwise in connection with this Deed to Secure Debt or any provision hereof, and liabilities, including, but not limited to, it shall be entitled to recover from Grantor its reasonable attorneys’ fees and costs disbursements incurred in connection therewith if it is the prevailing party in such action or proceeding.
(k) Grantor agrees that notwithstanding any term or provision contained in the Loan Documents to the contrary, the obligations of litigationGrantor as set forth in this Section 4.27 shall be exceptions to any non-recourse or exculpatory provision relating to the Loan, arising out and Grantor shall be fully liable for the performance of its obligations under this Section, and such liability shall not be limited to the original principal amount of the Loan.
(l) The liability of Grantor under this Section 4.27 shall in no way be limited to or impaired by any amendment or modification of the provisions of the Loan Documents unless such amendment or modification expressly refers to this Section 4.27. In addition, the liability of Grantor under this Section 4.27 shall in any manner connected with no way be limited or impaired by (i) any extensions of time for performance required by any of the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; Loan Documents, (ii) any sale, assignment or foreclosure of the Release Note or threatened Release any sale or transfer of all or failure any part of the Property, (iii) any exculpatory provision in any of the Loan Documents limiting any Indemnitee’s recourse to remove or otherwise remediate, as required property encumbered by this Paragraph 26, Hazardous Materials from, on Deed to Secure Debt or to any Leased Property other security, or limiting the Indemnitees’ rights to a deficiency judgment against Grantor, (iv) the accuracy or inaccuracy of the representations and warranties made by Grantor under any of the Loan Documents, (v) the release of Grantor or any portion other person from performance or portions observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, any Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Note or (vii) Grantee’s failure to record this Deed to Secure Debt or file any financing statements (or Grantee’s improper recording or filing of any thereof) or to otherwise perfect, including protect, secure or insure any past security interest or current Release and lien given as security for the Note; and, in any Release or threatened release during the Initial Term or any Renewal Termsuch case, whether with or not arising out without notice to Grantor and with or without consideration. Notwithstanding the foregoing, and notwithstanding anything else stated to the contrary in this Deed to Secure Debt, none of the constituent members or partners in Grantor (nor any manner connected with Tenantof their constituent members or partners) shall have any liability whatsoever for any of Grantor’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termobligations hereunder.
(cm) The Tenant agrees that it will not install any underground provisions of this Section 4.27 shall be binding on and inure to the benefit of Grantor, the Indemnitees, and their respective successors and assigns. Without limiting the generality of the foregoing, the provisions of this Section 4.27 shall inure to the benefit of each assignee or above-ground storage tank at any Leased Property holder of the Note and each of such assignee’s or holder’s officers, directors, employees, agents and affiliates. Notwithstanding the foregoing, Grantor, without specific, the prior written approval from the Landlord. The Tenant agrees that it will consent of Grantee in each instance, may not store combustible assign, transfer or flammable materials on set over in whole or in part, all or any Leased Property except in compliance with all applicable Environmental Lawspart of its benefits, rights, duties and obligations hereunder.
(n) THE PROVISIONS OF THIS SECTION 4.27 SHALL SURVIVE FORECLOSURE, RECONVEYANCE, TERMINATION, CANCELLATION, SURRENDER AND RELEASE OF THIS DEED TO SECURE DEBT, BUT GRANTOR’S LIABILITY HEREUNDER SHALL BE SUBJECT TO SECTION 18 OF THE NOTE.
Appears in 2 contracts
Sources: Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents (KBS Real Estate Investment Trust, Inc.), Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents (KBS Real Estate Investment Trust, Inc.)
Hazardous Substances. 46.1. Tenant represents, warrants and covenants that (a1) except in connection with the Permitted Use and in compliance with applicable Governmental Requirements, the Demised Premises shall not be used by Tenant or its employees, licensees, agents, sublessees or contractors (“Tenant Parties”) for any dangerous, noxious or offensive trade or business and that Tenant Parties will not cause or maintain a nuisance there, (2) Tenant agrees that it will Parties shall not onbring, aboutgenerate, treat, dispose or under any Leased Propertystore Hazardous Substances (as hereinafter defined) at the Demised Premises in violation of applicable law except nothing herein shall prohibit lawful storage, releaseuse, treat or treatment and disposal of Hazardous Substances of the types and in the amounts typically used in a manner consistent with the Permitted Use, and other uses within the Permitted Use, (3) Tenant Parties shall not dispose of Hazardous Substances at the Demised Premises or Center except in compliance with Environmental Laws, (4) Tenant Parties shall at all times comply with all Governmental Requirements with respect to Tenant’s use of the Demised Premises and the construction of the Tenant Improvements (as defined in the Work Letter attached hereto as Exhibit “B”) and any Hazardous Materials; but other alterations made by Tenant, (5) Tenant shall keep the foregoing shall not prevent the use, storage or existence Demised Premises free of any Hazardous Materials in the ordinary course lien imposed pursuant to any Environmental Laws by reason of Tenant’s acts or omissions, including but not limited to any breach of any of the foregoing warranties and covenants, and (6) Tenant shall not work with any biohazards classified above level 2. Notwithstanding the foregoing, Landlord acknowledges that the Permitted Use includes the use of small animals (e.g., rats and mice) at the Demised Premises for experimental use. Tenant covenants and agrees that all animals shall be stored in cages and shall not be kept on site for longer than 24 hours at any one time, and that Tenant shall not have more than thirty (30) small animals at the Demised Premises at any one time.
46.2. Tenant shall enter into a contract with a licensed disposal company for the regular and lawful disposal of all waste which contains Hazardous Substances generated at the Demised Premises, except any waste that is neutralized or diluted in accordance with Environmental Laws, and any animal carcasses or remains and shall provide Landlord with evidence thereof (together with all required manifests, if any) promptly upon written request for same. Likewise, Tenant shall provide to Landlord upon written request for same a list of Hazardous Substances then present in the Demised Premises and/or used in the conduct of its business in accordance with applicable laws and regulationsthe Permitted Use together with the quantities of such substances and, if requested, the Material Safety Data Sheets with respect thereto. Tenant shall comply with all good practices established or generally followed by similar businesses and institutions using the similar Hazardous Substances or performing similar work as being used and performed by Tenant and Tenant shall comply with the Radiation Hygiene Plan attached hereto as Exhibit “G”, the Chemical Hygiene Plan attached hereto as Exhibit “H”, the Biohazardous Waste Disposal Plan attached hereto as Exhibit “I”, and the Biological Hygiene Plan and Biosafety Manual attached hereto as Exhibit “J” (collectively, the “Plans”). Tenant shall have the ongoing obligation to update the Plans to accurately reflect at all times its use of the Demised Premises and all applicable laws, regulations and requirements applicable to the Permitted Use and to provide Landlord with all such updated Plans.
46.3. Tenant warrants and covenants that it will at all times complyshall promptly deliver to Landlord, (1) copies of any documents received from the United States Environmental Protection Agency and/or any state, county or municipal environmental or health agency concerning an Environmental Default or Tenant’s operations upon or relating to the Demised Premises, (2) copies of any documents submitted by the Tenant to the United States Environmental Protection Agency and/or any state, county or municipal environmental or health agency concerning an Environmental Default or its operations upon or relating to the Demised Premises, including but not limited to copies of permits, licenses, annual (or other periodic) filings and registration forms, and will cause each Leased Property (3) copies of any and all documents, including, but not limited to be in compliance withany correspondence, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at analytical data, draft reports, and final reports, relating to any Leased Property Tenant Releases (“Asbestos”as hereinafter defined), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To 46.4. At the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, expiration or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, earlier termination of this Lease, Tenant shall surrender the Demised Premises to Landlord in compliance with Environmental Laws and hereby does agree as set forth in Section 16 above.
46.5. Except in the event of an emergency or if compelled by applicable governmental authority, any work performed by Tenant relating to defendHazardous Substances shall be performed by Tenant so as to (i) not adversely affect ingress to or egress from the Center, indemnify (ii) have no adverse effect on the visibility of the Center or the buildings located therein or any signs which contain the names of other occupants of the Center; and (iii) not otherwise materially interfere with the normal conduct of any business operations at the Center. Except in the event of an emergency or if compelled by applicable governmental authority, prior to Tenant performing any work relating to Hazardous Substances at the Demised Premises or Center other than in connection with Tenant’s normal course of conduct of Tenant’s business operations at the Demised Premises, Tenant shall first submit a written workplan to Landlord at least five (5) business days prior to the performance of the work and Tenant shall not perform the work until Landlord approves the workplan, which approval shall not be unreasonably denied or delayed (it being agreed that it shall be reasonable for Landlord to require that any Tenant Parties requiring access to the Center be adequately insured, naming Landlord as an additional insured, and that any cost or expense incurred by Landlord related to such workplan shall be borne by Tenant).
46.6. Tenant shall indemnify, defend (with counsel approved by Landlord) and hold each LenderLandlord and its affiliates, the Trustee and Landlordshareholders, their respective successors and assignsmembers, partners, directors, officers, directors, shareholders, partners, members, affiliates, beneficiaries employees and employees, agents harmless from and against any and all causes of actionsclaims, suits, demands or judgments of any nature whatsoever, lossesjudgments, damages, penalties, expensesfines, feesliabilities, claimslosses, suits, administrative proceedings, costs (including response and remedial costs), and liabilities, including, but not limited to, expense together with reasonable attorneys’ attorney’s fees and costs of litigationwhich arise at any time during or after the Lease Term, arising out from the occurrence of one or in any manner connected with (i) the violation of any more Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required Defaults by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release Tenant during the Initial Lease Term or any Renewal Termbreach of the Plans. Notwithstanding any other provision of this Lease, whether or not arising out of or in any manner connected with Tenant’s occupancy foregoing obligation to indemnify Landlord pertains only to Hazardous Substances at, on, in, under or emanating from the Demised Premises or the Center or from any off-site location at which Hazardous Substances originating at the Demised Premises have come to be located which were caused by or contributed to or exacerbated (to the extent of such contribution or exacerbation) by Tenant or Tenant’s agents, which shall expressly include, without limitation, any Leased Property during the Initial Term or any extension or Renewal Termdisposal company (“Tenant Related Parties”) ( “Tenant Releases”).
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific46.7. As used in this Section 46, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.following have the following meanings:
Appears in 2 contracts
Sources: Commercial Lease Agreement (Trevena Inc), Commercial Lease Agreement (Trevena Inc)
Hazardous Substances. 21.1 The Tenant covenants and agrees that it will:
(a) Tenant agrees that it will not on, about, bring or under any Leased Property, release, treat or dispose of allow any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property Substance to be brought onto the Lands or the Building or the Premises except in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.;
(b) To comply at all times and require all those for whom the extent Tenant is in law responsible to comply at all times with Environmental Law as it affects the Premises or the Lands or Building;
(c) give notice to the Landlord of the presence at any time during the Term of any Hazardous Substance on the Premises (or the Lands or the Building if such substance is in the control of the Tenant) together with such information concerning such Hazardous Substance and its presence on the Premises or the Lands or the Building as the Landlord may require;
(d) give notice to the Landlord of any occurrence which might give rise to a duty under Environmental Law by either the Tenant or the Landlord with respect to the presence of any Hazardous Substance on the Premises or the Lands or the Building including, without limitation, notice of any discharge, release, leak, spill or escape into the environment of any Hazardous Substance at, to or from the Premises or the Lands or the Building;
(e) at the Landlord’s request provide the Landlord with copies of all of the Tenant’s records with respect to the presence, storage, handling and disposal of Hazardous Substances on the Premises or the Lands or the Building (including tank measurements, policies and procedures and evidence of compliance therewith);
(f) in any case where the Tenant has given notice as to the presence of a Hazardous Substance at the Premises or the Lands or the Building, or is required to give such notice, or where the Landlord has reasonable grounds to believe that any Hazardous Substance is going to be or has been brought to the Premises or the Lands or the Building by the Tenant or any person for whom the Tenant is in law responsible, to commission an environmental audit at the Tenant’s expense when required by the Landlord to do so;
(g) comply with any investigative, remedial or precautionary measures required under Environmental LawsLaw or as reasonably required by the Landlord, Tenant shall respond be fully and completely liable to the Landlord for any release ofand all investigation, and shall remove clean up, remediation, restoration or monitoring costs or any Hazardous Materials, whether existing prior to, costs incurred to comply with Environmental Law or occurring during, any request by the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of Landlord that such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defendmeasures be taken;
(h) protect, indemnify and hold save each Lender, of the Trustee Landlord and Landlord, their respective successors and assignsits directors, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, agents, successors and assigns completely harmless from and against any Environmental Claim, directly or indirectly incurred, sustained or suffered by or asserted against the Landlord and/or its directors, officers, employees, agents, successors and all causes of actions, suits, demands assigns caused by or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited attributable to, reasonable attorneys’ fees and costs either directly or indirectly, any act or omission of litigation, arising out of or the Tenant and/or any person for whom the Tenant is in any manner connected with law responsible;
(i) enter into any additional contract of insurance respecting the violation of Premises which the Landlord may reasonably require to protect the Landlord and its directors, officers, employees, agents, successors and assigns from any Environmental Law with respect Claim respecting the Premises;
(j) provide to any Leased Property the Landlord such security as the Landlord may from time to time require, acting reasonably, to ensure compliance by the Tenant of its covenants herein contained; and
(k) provide access to the Premises for the Landlord or any prior ownership its agents to conduct an environmental audit of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediatePremises, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during at the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy expense, at least two (2) months prior to the expiry of any Leased Property during the Initial Term or any extension or Renewal Termof this Lease.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 2 contracts
Sources: Lease of Office Space (Zymeworks Inc.), Lease of Office Space (Zymeworks Inc.)
Hazardous Substances. (a) Borrower will comply, and will cause Tenant agrees that it to comply, with all applicable Environmental Laws relating. to the Mortgaged Property and the requirements of Article 9 of the Lease. Compliance by Tenant with the requirements of Article 9 of the Lease will not on, about, or under any Leased Property, release, treat or dispose be deemed to be compliance by Borrower with this Section 4.11(a).
(b) Borrower will promptly notify Lender in writing if Borrower learns of the possible existence of any Hazardous Materials; but Substances on the foregoing shall not prevent Mortgaged Property or if Borrower learns that the useMortgaged Property is or may be in direct or indirect violation of any Environmental Laws. Further, storage immediately upon receipt of the same, Borrower will deliver to Lender copies of any and all orders, notices, Permits, applications, reports, and other communications, documents and instruments pertaining to the actual, alleged or potential Release of Hazardous Substances or presence or existence of any Hazardous Materials Substances at, on, about, under, within, near or in connection with the ordinary course Mortgaged Property. Subject to the rights of Tenant’s business in accordance with applicable laws Tenant under the Lease and regulations. Tenant covenants that it will at all times complySNDA, Borrower grants to Lender and will cause each Leased its agents and employees access to the Mortgaged Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as subject to the progress rights of Tenant under the Lease and satisfaction of such O&M Planthe SNDA, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related license to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous MaterialsSubstances and to do all things Lender deems necessary to cause the Mortgaged Property to comply with Environmental Laws. Borrower will, whether existing prior toat Borrower’s sole cost and expense, or occurring duringindemnify, the Term on any Leased Property defend (at trial and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition toappellate levels, and without limiting Paragraph 10with attorneys, of this Leaseconsultants and experts acceptable to Lender), Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, Indemnified Parties harmless from and against any and all causes Indemnified Liabilities which may be imposed on, incurred by or asserted or awarded against any Indemnified Party to the extent arising directly or indirectly from or out of actions, suits, demands (i) the presence or judgments Release of any nature whatsoeverHazardous Substances at, lossesfrom, damageson, penaltiesin, expensesunder or affecting all or any portion of the Mortgaged Property, fees, claims, costs or any Release of Hazardous Substances emanating from the Mortgaged Property onto any contiguous property; (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (iii) the violation of any Environmental Law Laws relating to or affecting the Mortgaged Property, caused by Borrower or members of Borrower; (iii) the failure by Borrower to comply fully with respect the terms and conditions of this Section 4.11; (iv) the breach of any representation or warranty contained in Section 7.27; or (v) the enforcement of this Section 4.11, including, the cost to assess, contain, remediate and/or remove any Leased Hazardous Substances from the Mortgaged Property or any prior ownership surrounding areas, the cost of any Leased Property; (ii) actions taken in response to the Release presence or threatened Release of Hazardous Substances on, in, under or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased affecting the Mortgaged Property or any portion surrounding areas to prevent or portions thereofminimize such Release of Hazardous Substances so that it does not migrate or otherwise cause or threaten danger to present or future public health, including any past safety, welfare or current Release the environment, and any Release or threatened release during the Initial Term costs incurred to comply with the Environmental Laws in connection with the Mortgaged Property or any Renewal Term, whether or not arising out surrounding areas. This indemnity will survive payment in full of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term Debt or any extension termination or Renewal Termsatisfaction of the Lien of the Indenture or foreclosure of the Indenture for any Indemnified Liabilities arising or accruing on or before payment in full of the Debt or any termination or satisfaction of the Lien of the Indenture or foreclosure of the Indenture.
(c) The Upon Lender’s request, and subject to the rights of Tenant agrees that it will not install any underground or above-ground storage tank under the Lease and the SNDA, at any Leased time an Event of Default exists or at such other time as Lender or Borrower may, under Section 9(c) of the Lease, cause an environmental audit or inspection to be performed, Borrower must provide, at Borrower’s sole cost and expense, an inspection or audit of the Mortgaged Property without specificprepared by a hydrogeologist or environmental engineer or other appropriate consultant approved by Lender indicating the presence or absence of Hazardous Substances on the Mortgaged Property or an inspection or audit of the Improvements prepared by an engineering or consulting firm approved by Lender indicating the presence or absence of friable asbestos or substances containing asbestos on the Mortgaged Property. If Borrower fails to provide such inspection or audit within thirty (30) days after such request, prior written approval Lender may order the same, and Borrower hereby grants to Lender and its employees and agents access to the Mortgaged Property and an irrevocable license to undertake such inspection or audit, subject to the rights of Tenant under the Lease and the SNDA. Borrower will pay immediately on demand the reasonable cost of such inspection or audit, together with interest thereon at the Default Rate from the Landlorddate incurred by Lender until actually paid by Borrower, and such costs will be secured by the Indenture and by the other Security Documents securing all or any part of the Debt.
(d) Without limiting the foregoing, and subject to Tenant’s rights under the Lease, where recommended by a “Phase I” or “Phase II” assessment or otherwise required by Lender, Borrower will establish and will comply with an operations and maintenance program relative to the Mortgaged Property, in form and substance acceptable to Lender, prepared by an environmental consultant acceptable to Lender, which program will address any Hazardous Substances (including asbestos containing material or lead based paint) that may now or in the future be detected on the Mortgaged Property. The Tenant agrees Without limiting the generality of the preceding sentence, Lender may require, subject to Tenant’s rights under the Lease and the SNDA, (i) periodic notices or reports to Lender in form, substance and at such intervals as Lender may specify; (ii) an amendment to such operations and maintenance program to address changing circumstances, laws or other matters; (iii) following any Event of Default or at such time as Lender has reasonable grounds to believe that it will not store combustible Hazardous Substances are or flammable materials have been released, stored or disposed of on any Leased or around the Mortgaged Property except in or that the Mortgaged Property may violate the Environmental Laws, at Borrower’s sole expense, supplemental examination of the Mortgaged Property by consultants specified by Lender; (iv) access to the Mortgaged Property, by Lender, its agents or servicer, to review and assess the environmental condition of the Mortgaged Property and Borrower’s compliance with all applicable Environmental Lawsany operations and maintenance program; and (v) variation of the operations and maintenance program in response to the reports provided by any such consultants.
Appears in 2 contracts
Sources: Loan Agreement (Maxxam Inc), Loan Agreement (Maxxam Inc)
Hazardous Substances. (a) Tenant agrees that it will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install shall be responsible for all costs, damages, or liability that may be incurred in connection with any underground hazardous waste discharge, spillage, or aboveany other violation of any law in connection with the storage or use of hazardous waste materials or petroleum products; provided, however, that such discharge, spillage or other violation is as a result of or caused by Tenant’s occupancy, business, or other related activities, or of or by its employees, customers, agents, or visitors. In no case does this apply to any condition that may have existed prior to Tenant’s occupancy, or by the actions and occurrences on adjacent properties. Landlord acknowledges that Tenant has advised Landlord that Tenant may store hazardous waste materials or petroleum products. Tenant agrees to notify Landlord of the storage of any hazardous waste materials or petroleum products on the site. The Tenant further agrees to notify Landlord within twenty-ground storage tank at four (24) hours of any Leased Property without specific, prior written approval from the Landlordhazardous waste or petroleum products discharge or violation of this paragraph known to Tenant. The Tenant agrees that it will not store combustible the storage or flammable use of any hazardous waste or petroleum product materials on any Leased Property except shall be in compliance with all applicable Environmental LawsFederal, State and local laws or regulations. In the event of any hazardous waste discharge or spillage, the Tenant shall immediately have said soil tested by a firm specializing in said work and enter into a contract for the removal of said soils and replacing of soils with clean fill and for the replacing of any areas disturbed because of said discharge or spillage. All of said work shall take place within a reasonable period from the day of knowledge of said discharge or spillage. In the event Tenant fails to perform said work as set forth in this paragraph, then, in such event, the Landlord may cause the same to be completed and the Tenant shall be responsible for the payment of same within thirty (30) days after presentation of b▇▇▇ to Tenant for the work performed, together with all reasonable costs incurred by Landlord in the performance of said work and repairing any damage to the entire premises and including any reasonable attorney’s fee incurred. Any monies paid by Landlord in connection herewith shall be repaid to Landlord together with interest at the rate of nine percent (9%) per annum until paid.
Appears in 2 contracts
Sources: Commercial Lease (Biodel Inc), Commercial Lease (Biodel Inc)
Hazardous Substances. Although Tenant has reviewed a Phase I Environmental Site Assessment prepared for ▇▇▇▇▇ ▇▇▇▇▇▇▇ by AES Due Diligence dated September 5, 2002, (athe “Entrance Assessment”) with respect to the Premises (and Landlord makes no representation or warranty regarding such report). Landlord shall indemnify Tenant agrees for losses incurred by Tenant resulting from the contamination of the Premises of Hazardous Materials to the extent Tenant establishes that it will not onthe contamination existed on the Premises before the Commencement Date (unless caused by Tenant or Tenant’s Invitees). Neither Tenant nor any of Tenant’s Invitees may use, aboutmanufacture, or under any Leased Propertystore, release, treat or dispose of any Hazardous Materials; but Materials anywhere within the foregoing shall not prevent Project, except in accordance with all Applicable Regulations and as identified in Tenant’s Operations Plan, and only if all claims, liabilities and damages arising from such Hazardous Materials are either adequately covered (and the use, storage Hazardous Materials permitted) by Landlord’s insurance or existence of covered (and the Hazardous Materials permitted) by supplemental insurance or endorsements appropriate to such use reasonably acceptable to Landlord. If the Premises is contaminated by any Hazardous Materials Material during the Term or if any part of the Project is contaminated by any Hazardous Material used by Tenant or Tenant’s Invitee, then (1) Tenant shall promptly notify Landlord in writing of such contamination, and (2) Landlord may elect to either (A) demand that Tenant perform all remediation required by Landlord (to Landlord’s satisfaction and at Tenant’s sole cost, necessary to return the Premises and Project to at least as good a condition as they were in as of the Commencement Date, which Tenant shall immediately do upon receipt of notice from Landlord, or (B) proceed to cause such investigation, clean-up, and remediation work which Landlord reasonably deems necessary or desirable to be undertaken, whereupon the entire cost thereof (plus a supervisory fee equal to five percent of such cost) will be payable by Tenant to Landlord upon demand as additional rent. If Tenant does not promptly commence and diligently pursue such remediation, then Landlord may perform or cause to be performed such remediation and Tenant shall immediately, upon demand, pay the cost thereof, plus a supervisory fee in the ordinary course amount of five percent of such cost. The parties obligations and liability under this paragraph shall survive the termination of Tenant’s business in accordance with applicable laws tenancy and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, except that nothing contained in this paragraph shall be deemed to impose liability on Tenant shall and hereby does agree for any problem arising after the Term of this Lease or later vacation of the Premises by Tenant or Tenant’s Invitees, provided neither Tenant nor Tenant’s Invitees contributed to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release such problem during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermLease.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 2 contracts
Sources: Sublease Agreement (Anadys Pharmaceuticals Inc), Lease Agreement (Phenomix CORP)
Hazardous Substances. The term “Hazardous Substances” as used in this Lease shall include, without limitation: flammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (a) PCBs), chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, petroleum and petroleum products, medical contaminates and/or medical wastes and substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any governmental authority. Tenant agrees that it will shall not cause nor permit to occur any violation of any federal, state, or local law, ordinance, or regulation now or hereafter enacted, related to environmental conditions on, aboutunder or about the Premises arising from Tenant’s use or occupancy therein, nor shall Tenant cause or under any Leased Propertypermit the use, generation, release, treat manufacture, refinement, production, processing, storage or dispose disposal of any Hazardous Materials; but the foregoing shall not prevent the useSubstance without Landlord’s prior written consent, storage which consent may be withdrawn, conditioned, or existence of any Hazardous Materials modified by Landlord in the ordinary course of Tenant’s business in accordance with applicable laws its sole and regulationsabsolute discretion. Tenant covenants that it will at all times complyshall indemnify, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify defend and hold each Lender, the Trustee and Landlord, their Landlord its respective successors and assigns, officers, directors, beneficiaries, shareholders, partners, membersagents, affiliates, beneficiaries and employees, employees harmless from and against any and all causes of actionsfines, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, feesprocedures, claims, costs (including response and remedial costs)actions of every kind, and liabilitiesall costs associated therewith, including, but not limited to, reasonable including attorneys’ fees and costs of litigationconsultants’ fees, arising out of of, or in any manner way connected with (i) with, any deposit, spill, discharge or other release of Hazardous Substances, at or from the violation Premises, or which arises at any time from Tenant’s use or occupancy of any Environmental Law with respect to any Leased Property the Premises, or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or from Tenant’s failure to remove comply with or otherwise remediate, as satisfy government required by action on the matter. Tenant’s obligations and liabilities under this Paragraph 26shall survive the termination of this Lease. Landlord warrants and represents that, to the best of its knowledge, information and belief, no Hazardous Materials from, Substances exist or have been used on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during under the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during property upon which the Initial Term or any extension or Renewal TermCenter is located.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. (a) The term "Hazardous Substances," as used in this Lease shall mean all pollutants, contaminants, toxic or hazardous wastes, or any other substances, the use and/or removal of which is required or the use of which is restricted, prohibited or penalized by an "Environmental Law," which term shall mean any federal, state or local law, ordinance or other statute of a governmental or quasi-governmental authority relating to pollution or protection of the environment. Tenant hereby agrees that it (i) no activity will be conducted on the Premises that will produce any Hazardous Substances, except for such activities that are a part of the ordinary course of the Tenant's business activities (the "Permitted Activities") provided said Permitted Activities are conducted in accordance with all Environmental Laws and have been approved in advance in writing by Landlord, and Tenant shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (ii) the Premises will not on, about, or under be used in any Leased Property, release, treat or dispose manner for the storage of any Hazardous Materials; but Substances except for the foregoing shall not prevent the use, temporary storage or existence of any Hazardous Materials such materials that are used in the ordinary course of Tenant’s 's business (the "Permitted Materials") provided such Permitted Materials are properly used, stored and disposed of in accordance with applicable laws a manner and regulations. Tenant covenants that it will at location meeting all times complyEnvironmental Laws and said Permitted Materials have been approved in advance in writing by Landlord, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos be responsible for obtaining any required permits and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, paying any fees and providing any testing required by any governmental agency; (iii) comply with all Environmental Laws related to Asbestos and no portion of the Premises will be used as a landfill or a dump; (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at tanks of any Leased Property without specific, prior written approval from the Landlord. The type; (v) Tenant agrees that it will not store combustible allow any surface or flammable materials on any Leased Property subsurface conditions to exist or come into existence that constitute, or with the passage of time may constitute, a public or private nuisance; (vi) Tenant will not permit Hazardous Substances to be brought onto the Premises, except in for the Permitted Materials described above, and if so brought or found located thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws at Tenant's sole cost and expense. Landlord or Landlord's representative shall have the right but not the obligation to enter the Premises for the purpose of inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all applicable Environmental Laws. Should it be determined, in Landlord's sole opinion, that said Permitted Materials are being improperly stored, used or disposed of, then Tenant shall immediately take such corrective action as requested by Landlord. Should Tenant fail to take such corrective action within twenty-four (24) hours, Landlord shall have the right to perform such work on Tenant's behalf and at Tenant's sole expense, and Tenant shall promptly reimburse Landlord for any and all costs associated with said work. If at any time during or after the Term of the Lease, the Premises is found to be so contaminated or subject to said conditions, Tenant shall diligently institute proper and thorough cleanup procedures at Tenant's sole cost, and Tenant agrees to indemnify and hold Landlord harmless from all claims, demands, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a result of the use of the Premises by Tenant. The foregoing indemnification and the responsibility of Tenant shall survive the termination or expiration of this Lease.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will not onmay store, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any handle and generate Hazardous Materials Substances at the Premises in connection with the ordinary course of Tenant’s business Permitted Uses in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily commercial quantities normally associated therewith and in accordance with Applicable Laws. During the O&M Plan.
(b) To the extent required by Environmental LawsTerm, Tenant shall respond to any release ofbe responsible for disposing of all Hazardous Substances generated by Tenant’s operations at the Premises or its employees, Affiliates, contractors, subtenants and licensees operations at the Premises, at Tenant’s expense. Tenant shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or comply with all Applicable Laws in any manner connected connection with Tenant’s occupancy storage, use, handling and generation of such Leased Property during Hazardous Substances at the TermPremises. In addition to, and without limiting Paragraph 10, Upon the expiration or earlier termination of this Lease, Tenant shall remove all Hazardous Substances being kept on the Premises by Tenant, its employees, Affiliates, contractors, subtenants and hereby does agree licensees, in accordance with Applicable Laws. Notwithstanding anything to defendthe contrary in this Lease, indemnify and in consideration of ▇▇▇▇▇▇’s rights set forth in this Section 7.03, Tenant shall indemnify, defend and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless Landlord from and against any all third party claims and all causes of associated lawsuits, governmental actions, suitsobligations, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claimsliabilities, costs and expenses (including response and remedial costs), and liabilities, including, but not limited to, court costs, reasonable attorneys’ fees and remediation costs) caused by Tenant’s or any of its employee’s, Affiliate’s, subtenant’s or licensee’s release of any Hazardous Substances on, under or about the Premises during the Term in violation of Applicable Laws (any such release being referred to as “Tenant Contamination”); provided, Tenant Contamination shall not include any such release caused by Landlord or any of Landlord’s Affiliates, employees, agents, contractors or representatives Tenant’s indemnification obligations in this Section shall include the obligation to defend Landlord, with counsel reasonably satisfactory to Landlord, in any proceedings, all at Tenant’s expense. Tenant’s indemnification obligations under this subsection shall survive the expiration or earlier termination of this Lease, and shall not be limited by any provisions of this Lease limiting Tenant’s liability hereunder. In the event of Tenant Contamination, Tenant shall only be required to investigate, monitor and clean-up, remove, ▇▇▇▇▇ or remediate such Tenant Contamination to the extent validly required by any governmental authority under Applicable Law.
(b) Landlord shall deliver the Premises to Tenant in compliance with all Applicable Laws, including environmental laws, and free of any Hazardous Substances that violate Applicable Laws or that are present in quantities that could require additional assessments, clean-up or remediation under Applicable Laws. Without limiting the generality of the foregoing, Landlord shall remove and dispose of all asbestos, asbestos containing material, lead paint and other Hazardous Substances more particularly described in that certain Asbestos and Hazardous Building Material Survey Report, Proposed Development, North Route Z, Columbia, Missouri, prepared by Amec ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Environment & Infrastructure, Inc. for American Outdoor Brands Corp., dated March 29, 2017, and that certain Asbestos, Lead Paint and Regulated Materials prepared by Terracon Consultants, Inc., dated October 13, 2017 and identified as Phase I Environmental Site Assessment Route Z Parcels, 1800 North Route Z, Columbia, ▇▇▇▇▇ County, Missouri. Landlord shall comply with all Applicable Laws, including, without limitation, making required notifications to governmental authorities, in connection with the characterization, containment, removal, storage, and disposal of any asbestos, asbestos containing material, lead paint or other Hazardous Substances pursuant to this section (collectively, “Existing Hazardous Substances”). Landlord shall cause all Existing Hazardous Substances removed from the Premises pursuant to this section to be properly characterized and disposed of in accordance with Applicable Laws at a qualified landfill, using only trained and State licensed contractors. Landlord shall be the signatory to required notifications to governmental authorities, as owner of the Premises, and any shipping papers, including waste disposal manifests, as owner of the Premises and/or generator, in connection with the characterization, containment, removal, storage, and disposal of Existing Hazardous Substances. Landlord shall deliver copies of all notifications to any governmental authorities, licenses, permits, transportation logs, and waste disposal manifests related to the removal or disposal of Existing Hazardous Substances to Tenant prior to the Delivery Date. Landlord shall indemnify, defend and hold harmless Tenant from and against all third party claims and associated lawsuits, governmental actions, obligations, liabilities, costs of litigationand expenses (including, but not limited to, court costs, reasonable attorneys’ fees and remediation costs) arising out of or any violation of this section. ▇▇▇▇▇▇▇▇’s indemnification obligations in this Section shall include the obligation to defend Landlord, with counsel reasonably satisfactory to Landlord, in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediateproceedings, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with all at Tenant’s occupancy expense. ▇▇▇▇▇▇▇▇’s indemnification obligations under this section shall survive the expiration or earlier termination of this Lease, and shall not be limited by any Leased Property during the Initial Term or any extension or Renewal Termprovisions of this Lease limiting Landlord’s liability hereunder.
(c) The Landlord shall not use, store, generate, release or discharge any Hazardous Substances on the Premises in violation of Applicable Laws, and shall cause the Landlord Related Parties and any employees, Affiliates, contractors, representatives and licensee of Landlord or the Landlord Related Parties not to use, store, generate, release or discharge any Hazardous Substances on the Premises in violation of Applicable Laws. Landlord shall indemnify, defend and hold harmless Tenant agrees from and against all third-party claims and associated lawsuits, governmental actions, obligations, liabilities, costs and expenses (including, but not limited to, court costs, reasonable attorneys’ fees and remediation costs) caused by ▇▇▇▇▇▇▇▇’s, any of the Landlord Related Parties or any of their respective employee’s, Affiliate’s, contractor’s, representative’s or licensee’s release of any Hazardous Substances on, under or about the Premises during the Term in violation of Applicable Laws (any such release being referred to as “Landlord Contamination”). ▇▇▇▇▇▇▇▇’s indemnification obligations in this Section shall include the obligation to defend Tenant, with counsel reasonably satisfactory to Tenant, in any proceedings, all at Landlord’s expense. ▇▇▇▇▇▇▇▇’s indemnification obligations under this section shall survive the expiration or earlier termination of this Lease, and shall not be limited by any provisions of this Lease limiting Landlord’s liability hereunder. In the event of Landlord Contamination, Landlord shall investigate, monitor and clean-up, remove, ▇▇▇▇▇ or remediate such Landlord Contamination to the extent validly required by any governmental authority under Applicable Law, in a manner that it will does not install any underground materially interfere with Tenant’s use of the Premises and its operations thereon.
(d) Tenant shall not permit undue accumulations of garbage, trash, rubbish or above-ground storage tank at any Leased Property without specific, prior written approval other refuse within the Premises and shall keep all refuse in proper containers until disposal of such refuse from the LandlordPremises. The Tenant agrees that it will shall not store combustible mix or flammable materials on dispose of any Leased Property except Hazardous Substances with the general office refuse or other non-regulated waste in compliance with all applicable Environmental violation of Applicable Laws.
Appears in 1 contract
Hazardous Substances. Borrower warrants, represents and agrees as follows:
(a) Tenant agrees that it will not onBorrower has had performed reasonable investigations, aboutstudies and tests as to any environmental contamination, liabilities or under any Leased Propertyproblems with respect to the Collateral, releaseincluding without limitation, treat the storage, disposal, presence, discharge or dispose release of any Hazardous Materials; but Substances at or with respect to the foregoing Collateral, copies of which have been provided to the Agent prior to the date hereof, and, except as otherwise set forth in the Mortgages, such investigations, studies, and tests have disclosed no Hazardous Substances or possible violations of any Environmental Laws.
(b) No personal or real property owned by Borrower or any of its Subsidiaries is subject to any private or governmental Lien, or to the best of Borrower's knowledge judicial or administrative notice or action relating to Hazardous Substances or environmental problems, impairments or liabilities with respect to such property or the direct or indirect violation of any Environmental Laws, in each case which could have a material adverse effect on the business, properties, financial position, results of operations or prospects of Borrower, CBL Properties, Inc. and their respective Subsidiaries other than a material adverse effect which Borrower has fully disclosed to the Agent unless the Agent notifies Borrower that Agent has determined that 42 such material adverse effect is likely to result in a future Default or Event of Default under any covenant set forth in Section 8 hereof;
(c) Except as disclosed in the Mortgages, no Hazardous Substances are located on or have been stored, processed or disposed of on or released or discharged from (including ground water contamination) the Collateral and no above or underground storage tanks exist on the Collateral. Borrower shall not prevent the useallow, storage or existence of and shall not permit its Subsidiaries to allow, any Hazardous Materials Substances to be stored, located, discharged, possessed, managed, processed or otherwise handled on any of their properties or the Collateral other than small quantities which are utilized in the ordinary course of Tenant’s business of such properties, and which are used and disposed of in accordance with applicable laws a lawful manner, and regulations. Tenant covenants that it will at all times shall comply, and will cause each Leased Property said Subsidiaries to be in compliance withcomply, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if affecting such properties or the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M PlanCollateral.
(bd) To the extent required by Environmental Laws, Tenant Borrower shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out immediately notify Agent should Borrower become aware of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the existence of any Hazardous Substance in, on or beneath any of its properties or the properties of its Subsidiaries in violation of any Environmental Law, or any other violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; such properties, (ii) the Release any "release" or threatened Release "release" (as defined in CERCLA and rules and regulations promulgated thereunder) of any Hazardous Substances on or failure from the Collateral or any other real property owned by Borrower or any of its Subsidiaries, or (iii) any Lien, action, or notice of the nature described in subparagraph (b) above, in each case which could have a material adverse effect on the business, properties, financial position, results of operations or prospects of Borrower, CBL Properties, Inc. and their respective Subsidiaries other than a material adverse effect which Borrower has fully disclosed to remove the Agent unless the Agent notifies Borrower that Agent has determined that such material adverse effect is likely to result in a future Default or otherwise remediateEvent of Default under any covenant set forth in Section 8 hereof. Upon the occurrence of any such event, Borrower shall, and shall cause its Subsidiaries, at its or such Subsidiary's own cost and expense, take all actions as shall be necessary or advisable for the clean-up of any such property including all removal, containment and remedial actions to the extent required by this Paragraph 26applicable Environmental Laws, Hazardous Materials fromand shall further pay or cause to be paid at no expense to Agent and other Lenders all clean-up, on administrative, and enforcement costs of applicable government agencies asserted against such property or the owner thereof. All costs, including, without limitation, those costs set forth above, damages, liabilities, losses, claims, expenses (including reasonable attorneys' fees actually incurred and disbursements) which are incurred by Agent (except to the extent resulting from the gross negligence or willful misconduct of Agent), without requirement of waiting for the ultimate outcome of any Leased Property other proceeding, shall be paid by Borrower to Agent as incurred within ten (10) days after notice from Agent itemizing the amounts incurred to the date of such notice.
(e) Upon reasonable prior notice to Borrower, and subject to the rights of tenants, Agent or any portion its representatives may from time to time (whether before or portions thereofafter the commencement of a nonjudicial or judicial proceeding) enter and inspect Collateral for the purpose of determining the existence, including location, nature and magnitude of any past or current Release and any Release present release or threatened release during of any Hazardous Substance into, onto, beneath or from such properties. Except in cases of emergency, any such inspection shall be conducted in a manner which does not unreasonably interfere with the Initial Term or operation of the Collateral. All warranties and representations contained in this Section 0 shall be deemed to be continuing and shall remain true and correct in all material respects until the Indebtedness has been paid in full and any Renewal Term, whether or not arising out of limitations period expires. Notwithstanding anything to the contrary contained herein or in any manner connected with Tenant’s occupancy of the other 43 Loan Documents, Borrower's agreements and Borrower's indemnification of Lenders contained in this Section 0 shall survive the exercise of any Leased Property during remedy by Agent under any of the Initial Term Collateral Documents, including foreclosure (or any extension deed in lieu thereof), even if, as a part of such foreclosure or Renewal Termdeed in lieu of foreclosure, the Indebtedness is satisfied in full, but only with respect to liability or costs arising as a result of events occurring prior to the date upon which Borrower and its Subsidiaries, are divested of title to the Collateral whether voluntarily, involuntarily or by operation of law.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will not onTo the best knowledge of Landlord, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepareno Hazardous Substances (as defined in Section 5.2) requiring remediation or investigation under applicable environmental laws are present on the Land (or the soil, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”surface water or groundwater thereof) and shall provide a copy of or in the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M PlanBuilding, (ii) prevent any Asbestos from becoming friable no underground storage tanks are present on the Land, and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related no action, proceeding or claim is pending or threatened regarding the Land or the Building concerning any Hazardous Substances or pursuant to Asbestos any environmental law. Landlord shall, at Landlord’s cost (and (ivnot as part of Landlord’s Operating Expenses) if the O&M Plan requires any remediation, provide Landlord as and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To to the extent required by Environmental Lawsapplicable Legal Requirements, following notice by Tenant remove or remediate (or cause the responsible party to remove or remediate) any Hazardous Substances located in the Premises or Building or on the Land that affect Tenant’s use of the Premises or portions of the Building or any common areas and facilities as to which Tenant has appurtenant rights hereunder. The foregoing covenant shall respond not apply to any Hazardous Substances that exist in the Premises or the Building as a result of any act or omission of Tenant, its employees, agents, or guests, Tenant’s architect, Tenant’s contractors, or any persons acting under or through Tenant. Landlord shall be fully liable and responsible for and indemnify and defend Tenant from any release ofof Hazardous Substances caused by Landlord, its agents or contractors that is in violation of applicable Legal Requirements and shall remove any Hazardous Materials, whether existing Substances on the Land or in the Building on or prior to, or occurring during, to the Term on any Leased Property and whether Commencement Date. The provisions of this Section 4.4 shall survive the expiration or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, earlier termination of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Lease Agreement (Pegasystems Inc)
Hazardous Substances.
(a) Tenant agrees that it Chevron Energy Solutions will promptly provide written notice to Manhattan Beach USD if Chevron Energy Solutions observes any Hazardous Substance, as defined herein, at or around the Facilities during the course of construction or installation of any equipment which have not onbeen addressed as part of the Scope of Work. Chevron Energy Solutions will have no obligation to investigate the Facilities for the presence of Hazardous Substances prior to commencement of the Work unless otherwise specified in the Scope of Work. Manhattan Beach USD will be solely responsible for investigating Hazardous Substances and determining the appropriate removal and remediation measures with respect to the Hazardous Substances. Manhattan Beach USD will comply with all Applicable Laws with respect to the identification, about, or under any Leased Property, release, treat or dispose removal and proper disposal of any Hazardous Materials; but Substances known or discovered at or around the foregoing shall not prevent Facilities, and in such connection will execute all generator manifests with respect thereto. Chevron Energy Solutions will comply with all Applicable Laws in connection with the use, storage or existence handling, and disposal of any Hazardous Materials Substances in the ordinary course performance of Tenant’s business in accordance its Work. In connection with applicable laws the foregoing, Manhattan Beach USD will provide Chevron Energy Solutions, within ten (10) Business Days of the execution of this Contract, a written statement that represents and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: warrants (i) preparewhether or not, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of to its knowledge, there are Hazardous Substances either on or within the O&M Plan to Landlord andwalls, upon request of Landlord ceiling or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior toother structural components, or occurring during, otherwise located in the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilitiesProject Location, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Propertyasbestos-containing materials; (ii) whether or not, to its knowledge, conditions or situations exist at the Release Facilities which are subject to special precautions or threatened Release of or failure to remove or otherwise remediate, as equipment required by this Paragraph 26federal, Hazardous Materials fromstate, on or to any Leased Property local health or any portion or portions thereof, including any past or current Release safety regulations; and any Release or threatened release during the Initial Term or any Renewal Term, (iii) whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during not, to its knowledge, there are unsafe working conditions at the Initial Term or any extension or Renewal TermFacilities.
(cb) The Tenant agrees Manhattan Beach USD will indemnify, defend, and hold Chevron Energy Solutions harmless from and against any and all Losses that it in any way result from, or arise under, such Manhattan Beach USD owned or generated Hazardous Substances, except for liabilities due to the negligence or willful misconduct of Chevron Energy Solutions, or its subcontractors, agents or representatives, in the handling, disturbance or release of Hazardous Substances. This indemnification will not install survive any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Lawstermination of this Contract.
Appears in 1 contract
Sources: Energy Services Contract
Hazardous Substances. With respect to Hazardous Substances: (a) Tenant agrees that it the Borrower and each Borrower Subsidiary is in compliance with all Environmental Laws; (b) neither the Borrower nor any Borrower Subsidiary has engaged in any Hazardous Substance Activity in violation of any Environmental Laws, nor to the best of the knowledge of the Borrower, after due inquiry and investigation, has any Hazardous Substance Activity otherwise occurred in violation of any Environmental Laws; (c) neither the Borrower nor any Borrower Subsidiary will not engage in any Hazardous Substance Activity in violation of any Environmental Laws; (d) if at any time Hazardous Substances are discovered on, aboutunder, in or about any of the Borrower’s or any Borrower Subsidiary’s premises at levels in excess of the levels at which remedial action is required under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it , the Borrower, at its sole cost and expense, will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy inform the Lender of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress same and satisfaction of remediate such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill Hazardous Substances in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and a remedial program or corrective action program in accordance with the O&M Plan.
requirements of the Hawaii Department of Health, the Environmental Protection Agency, or any other entity enforcing any applicable environmental laws; (be) To if at any time the extent required Borrower or any Borrower Subsidiary is notified by the Hawaii Department of Health, the Environmental Protection Agency, or any other entity enforcing any applicable environmental laws that it is in violation of any Environmental Laws or named as a “potentially responsible person” under any Environmental Laws, Tenant the Borrower, at its sole cost and expense, will inform the Lender of same, take prompt action to correct the violation and come into compliance with all Environmental Laws; and (f) the Borrower shall respond to any release ofindemnify, defend and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify save and hold each Lender, harmless forever the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless Lender from and against any and all causes of claims, actions, suits, demands fines and penalties of whatever nature and kind whatsoever caused by or judgments relating to any breach or violation of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out the foregoing representations or warranties of the Borrower or in otherwise any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the LandlordLaws. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except foregoing obligation set forth in compliance with this Section 3.8 shall survive the execution of this Agreement and the performance of all applicable Environmental Lawsobligations of the Borrower hereunder.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will not keep the Facility free and clear of all Hazardous Substances other than those Hazardous Substances which are required for the operation of the Facility (which Hazardous Substances shall be handled, used and disposed of in strict compliance with the Legal Requirements and Insurance Requirements) and Tenant shall pay all costs required to properly use, handle and dispose of all Hazardous Substances introduced by Tenant or its Agents (as defined below) or otherwise first arising on the Property after the Commencement Date as and when due and Tenant will keep the Property free and clear of any lien relating to Hazardous Substances first arising on the Property after the Commencement Date which may be imposed pursuant to the Legal Requirements and imposed as a result of the presence of such Hazardous Substance at the Facility. For the purposes of this Article, the term “Property” shall also include, in addition to the items specified in Section 2.1, all air, soil, groundwater, surface water or soils vapor at, on, about, under or under within any Leased portion of the Land. All operations or activities upon, or any use or occupancy of the Property, releaseor any portion thereof, treat by Tenant, or dispose any agent, contractor or employee, or subtenant of Tenant (any Hazardous Materials; but of the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of being defined herein as Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will “Agent”) shall at all times comply, and will cause each Leased Property to during the Term be in all respects in strict compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilitiesLegal Requirements relating to Hazardous Substances, including, but not limited to, reasonable attorneys’ fees the discharge and costs removal of litigationHazardous Substances. Tenant will not, arising out nor will Tenant permit, any agent, contractor or employee of subtenant of Tenant, to allow the manufacture, storage, voluntary transmission or in any manner connected with (i) the violation presence of any Environmental Law with respect to any Leased Property Hazardous Substances over or any prior ownership of any Leased Property; (ii) upon the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion thereof (except in strict compliance with the Legal Requirements). Landlord shall have the right at any time to conduct, at its cost, an environmental audit of the Property or portions thereofany portion thereof and Tenant shall cooperate in the conduct of such environmental audit. Furthermore, neither Tenant will, nor will Tenant permit any Agent to, install or permit to be installed (except in strict compliance with applicable Legal Requirements), in or on the Property or any portion thereof friable asbestos or any substance containing asbestos or similarly deemed hazardous by governmental authorities or the Legal Requirements respecting such materials. Tenant shall promptly notify Landlord in writing of any order, receipt of any notice of violation or noncompliance with any applicable law, rule, regulation, standard or order, any threatened or pending action by any regulatory agency or other governmental authority, or any claims made by any third party, in each case relating to Hazardous Substances on, emanations of Hazardous Substances on or from, releases of Hazardous Substances on or from, or threats of releases on or from any of the Property; and shall promptly furnish the Landlord with copies of any correspondence, 05191N:091419:828868:7:NASHVILLE notices, or legal pleadings in connection therewith. Landlord shall have the right, but shall not be obligated, to notify any governmental authority of any state of facts which may come to its attention with respect to Hazardous Substances on, released from or emanating from any part of the Property which Landlord reasonably believes may cause harm to any persons or property.
(b) Without limiting Section 20.1, Tenant agrees to indemnify, protect, defend (with counsel reasonably approved by Landlord) and hold Landlord, and the directors, officers, shareholders, employees and agents of Landlord, harmless from any claims (including, without limitation, third party claims for personal injury or real or personal property damage, or natural resources damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims), interest or losses, including reasonable attorneys’ and paralegals, fees and expenses (including any past such fees and expenses incurred in enforcing the covenants and obligations of Tenant under this Lease or current Release collecting any sums due hereunder), consultant fees, and expert fees, together with all other costs and expenses of any Release kind or nature that arise directly or indirectly from or in connection with the presence, suspected presence, release or threatened release of any Hazardous Substance in or into or at, on, about, under or within the Property, or any portion thereof, as a result of the acts or omissions of Tenant or its Agents during the Initial Term of this Lease (collectively, the “Costs”). The indemnification provided in this subsection (b) shall specifically apply to and include claims or actions brought by or on behalf of employees of Tenant, or contractors, or employees of contractors of Tenant and Tenant hereby agrees not to raise as a defense to its indemnification obligations any immunity to which Tenant may otherwise be entitled under any industrial or worker’s compensation laws. In the event Landlord shall suffer or incur any such Costs, Tenant shall pay to Landlord the total of all such Costs suffered or incurred by Landlord upon demand therefor by Landlord. Without limiting the generality of the foregoing, the indemnification provided by this subsection (b) shall specifically cover Costs, including capital, operating and maintenance costs, incurred in connection with any investigation or monitoring of site conditions, any clean-up, containment, remedial, removal or restoration work required or performed by any Federal, state or local governmental agency or political subdivision or performed by any non-governmental entity or person because of the presence, suspected presence, release or suspected release of any Hazardous Substance in or into the air, soil, groundwater, surface water or soil vapor at, on, about, under or within the Property (or any Renewal Termportion thereof), whether and any claims of third parties for loss or not arising out of damage due to such Hazardous Substance. In addition, the indemnification provided by this subsection (b) shall include, without limitation, all loss or damage sustained by Landlord or any third party due to any Hazardous Substance that migrates, flows, percolates, diffuses or in any manner connected with Tenant’s occupancy way moves onto, into or under the air, soil, groundwater, surface water or soil vapor at, on, about, under or within the Property (or any portion thereof); provided, however, that the indemnification obligation above shall apply solely to the extent that such loss or 24 05191N:091419:828868:7:NASHVILLE damage is attributable to the acts or omissions of any Leased Property Tenant or its Agents during the Initial Term of this Lease and shall not apply to the extent such loss or any extension damage is attributable to the gross negligence or Renewal Termwillful misconduct of Landlord.
(c) The In the event any investigation or monitoring of site conditions or any clean-up, containment, restoration, removal or other remedial work is required under any applicable Legal Requirement, any judicial order, or any order of any governmental entity, or in order to comply with any agreements affecting all or any portion of the Property because of, or in connection with, any occurrence or event described in subsection (b) above (collectively, the “Remedial Work”), Tenant agrees that it will not install any underground shall perform or above-ground storage tank at any Leased Property without specific, prior written approval from cause to be performed the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except Remedial Work in compliance with such law, regulation, order or agreement and subject to the final review and approval of Landlord for compliance with Legal Requirements; provided, that Tenant may withhold such compliance pursuant to a good faith dispute regarding the application, interpretation or validity of the law, regulation, order, or agreement, subject to the requirements of subsection (d) below; provided, however, that Landlord shall reasonably cooperate with Tenant to the extent necessary to deliver such authorization as may be required in order for Tenant to perform its obligations under this subsection (c). All Remedial Work shall be performed by one or more contractors, selected by Tenant and approved in advance in writing by Landlord in its reasonable discretion, and under the supervision of a consulting engineer, selected by Tenant and approved in advance in writing by Landlord in its reasonable discretion. All reasonable costs and expenses of such Remedial Work shall be paid by Tenant, including, without limitation, the reasonable charges of such contractor(s) and/or the consulting engineer and reasonable costs incurred by Landlord “in house”, (such as photocopying charges and travel costs for Landlord’s employees) in connection with monitoring or review of such Remedial Work. In the event Tenant shall fail timely to commence, or cause to be commenced, or fail diligently to prosecute, or cause to be prosecuted, to completion, or fail to complete, or cause to be completed, to Landlord’s reasonable satisfaction, such Remedial Work in compliance with Legal Requirements, Landlord may, but shall not be required, to cause such Remedial Work to be performed, and all applicable Environmental Lawscosts and expenses thereof, or incurred in connection therewith, shall be Costs within the meaning of subsection (b) above. All such Costs shall be due and payable upon demand therefor by Landlord. If Tenant fails to perform its obligations hereunder, Landlord shall be subrogated to any rights Tenant may have under any indemnifications from any present, future or former owners, tenants or other occupants or users of the Property (or any portion thereof), relating to the matters covered by this Section 8.4.
(d) Notwithstanding any provision of this Section 8.4 to the contrary, but without limiting the provisions of Article 13 or Tenant’s obligations of protection, defense and indemnification under Section 8.4(b), Tenant will be permitted to contest or cause to be contested, subject to compliance with the requirements of this subsection (d) and Article 13, by appropriate action any Remedial Work requirement, and Landlord shall not perform such requirement on its behalf, so long as Tenant has 05191N:091419:828868:7:NASHVILLE given Landlord Notice that Tenant is contesting or shall contest or cause to be contested the same, and Tenant actually contests or causes to be contested the application, interpretation or validity of the governmental law, regulation, order or agreement pertaining to the Remedial Work by appropriate proceedings conducted in good faith with due diligence; provided, such contest shall not subject Landlord to civil liability and does not jeopardize Landlord’s interest in the Property or affect in any way the payment of any sums to be paid under this Lease. Tenant shall give such security or assurances as may be reasonably required by Landlord to insure compliance with the legal requirements pertaining to the Remedial Work (and payment of all costs, expenses, interest and penalties in connection therewith) and to prevent any sale, forfeiture or loss by reason of such nonpayment or noncompliance.
(e) The obligations of Tenant under this Section 8.4 shall survive expiration or earlier termination of this Lease. Any costs and other payments required to be paid by Tenant to Landlord under this Section 8.4 which are not paid within ten (10) days after a written demand therefor, shall thereupon be considered delinquent. Tenant shall pay to Landlord immediately upon demand therefor interest on such overdue amounts, from the date when due until paid, at the Overdue Rate.
Appears in 1 contract
Sources: Master Lease (Emeritus Corp\wa\)
Hazardous Substances. (a) Tenant agrees that it will not onSo long as Borrower owns or is in -------------------- possession of the Properties, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: Borrower (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy keep the Properties free from Hazardous Substances unrelated to the operation of the O&M Plan Property in question by Borrower or any tenant thereof and in compliance with all Environmental Laws and provided that Borrower shall not generate, store, handle, process, dispose of or -------- otherwise use Hazardous Substances (or knowingly permit tenants under any Leases to Landlord anddo any of the foregoing) at, upon request in, on, under or about any of Landlord or the Properties in a manner that could reasonably foreseeably lead to the imposition on Borrower, Lender, promptly provide periodic updates as to the progress and satisfaction or any Property of such O&M Planany liability or lien of any nature whatsoever under any Environmental Laws, (ii) prevent shall promptly notify Lender if (A) Borrower shall become aware that any Asbestos Hazardous Substance is on or near the Properties in violation of any Environmental Laws, (B) Borrower shall become aware that any Property is in violation of any Environmental Laws or (C) Borrower or Manager shall have received notice from becoming friable and if any Asbestos does become friableGovernmental Authority regarding any condition on or near any Property which condition could pose a threat to the health, Tenant shall a▇▇▇▇ said Asbestos and dispose safety or welfare of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereofhumans, (iii) comply with all Environmental Laws related to Asbestos shall remove such Hazardous Substances and/or cure such violations and/or remove such threats, as applicable, as required by law (or as shall be required by Lender in the case of removal which is not required by law but is recommended by a licensed hydrogeologist, licensed environmental engineer or other qualified consultant engaged by Lender and which, if not cured or removed could have a material adverse effect on the value or operation of any Property), promptly after Borrower becomes aware of same, at Borrower's sole expense and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance comply with all applicable Environmental Lawsof the environmental consultants' recommendations described on SCHEDULE 6 attached hereto. Nothing herein shall ---------- prevent Borrower from recovering expenses from any other party that may be liable for such removal or cure.
Appears in 1 contract
Sources: Loan Agreement (Saul Centers Inc)
Hazardous Substances. Tenant hereby covenants and agrees that Tenant and its subtenants and Customers and their respective agents, contractors and employees will not cause or permit any “Hazardous Substances” (as hereinafter defined) to be generated, placed, held, stored, used, located or disposed of at the Project or any part thereof, except for Hazardous Substances (a) Tenant agrees that it will not onspecifically authorized by Landlord (including glycol, aboutsulfuric acid and diesel fuel), or (b) commonly and legally used or stored as a consequence of using the Demised Premises for the uses permitted under any Leased PropertyArticle 13 hereof, releasebut only so long as the quantities thereof do not pose a threat to public health or to the environment or would necessitate a “response action”, treat as that term is defined in CERCLA (as hereinafter defined), and in the case of both (a) and (b), only so long as Tenant strictly complies or dispose causes compliance with all applicable governmental rules and regulations and the applicable terms of this Lease concerning the use, storage, production, transportation and disposal of such Hazardous Substances. In no event shall Tenant be responsible for the cleanup or remediation of any Hazardous Materials; but Substances which exist in the foregoing Demised Premises or at the Project prior to the execution of this Lease. Promptly upon receipt of Landlord’s request, Tenant shall not prevent submit to Landlord true and correct copies of any reports filed by Tenant or its subtenants or Customers with any governmental or quasi-governmental authority regarding the generation, placement, storage, use, storage treatment or existence disposal of Hazardous Substances on or about the Demised Premises and the Project. Tenant also agrees to cooperate with Landlord and to provide access by Landlord and Landlord’s representatives to any Tenant’s records with respect to the Demised Premises and the Project relating to any assessment of the environmental condition of the Demised Premises and the Project and the generation, placement, storage, use, treatment or disposal of Hazardous Substances on or about the Demised Premises and the Project by Tenant and its subtenants and Customers. In the event Tenant has or acquires notice or knowledge that any Hazardous Substance has been, or is threatened to be, spilled, released, discharged, disposed of, or otherwise improperly managed on or about the Demised Premises or in connection with the installation, maintenance, use, operation or removal of Tenant’s Equipment (including the UST, Generators or Antenna Equipment) at the Project, Tenant shall take all appropriate action to stop the movement of Hazardous Substances and implement all corrective action as required by Environmental Laws Ito remove, remediate and dispose of such Hazardous Substances. For purposes of this Article.44, “Hazardous Substances” shall mean and include (i) any petroleum or petroleum products, natural gas, or natural gas products, radioactive materials, asbestos, urea formaldehyde from insulation, transformers or other equipment that contains dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; and (ii) those elements or compounds which are contained in the list of Hazardous Substances adopted by the United States Environmental Protection Agency (EPA) or in any list of toxic pollutants designated by Congress or the EPA or which are defined as hazardous, toxic, pollutant, infectious or radioactive by any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability (including, without limitation, strict liability) or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereinafter in effect (collectively “Environmental Laws”). Tenant hereby agrees to indemnify Landlord and hold Landlord harmless from and against. Any and all losses, liabilities, including strict liability, damages, injuries, expenses; including reasonable attorneys’ fees, costs of settlement or judgment and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, Landlord by any person, entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence in, or the escape, leakage, spillage, discharge, emission or release from, the Demised Premises or the Project of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times complySubstances (including, and will cause each Leased Property to be in compliance withwithout limitation, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”)losses, Tenant shall: (i) prepareliabilities, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, lossesincluding strict liability, damages, penaltiesinjuries, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and fees, costs of litigationany settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, Compensation and Liability Act [“CERCLA”], any so-called federal, state or local “Superfund” or “Superlien” laws or any other Environmental Law); provided, however, that the foregoing indemnity is limited to matters arising out of or in any manner connected with (i) the solely from Tenant’s violation of the covenants contained in this Article. Landlord may not enter into any Environmental Law settlement or other compromise with respect to any Leased Property claim covered by the indemnity set forth in this Article without Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, and if a claim is settled or compromised without such consent, Tenant shall not be obligated to provide indemnification under this Article. If Landlord obtains recovery of any of the amounts that Tenant has paid to Landlord pursuant to the indemnity set forth in this Article, and provided that Tenant is not then indebted to Landlord for any sums or amounts under this Lease or any prior ownership judgment, then Landlord shall promptly pay to Tenant the amount of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlordsuch recovery. The obligations of Tenant agrees that it will not store combustible under this Article shall survive any expiration or flammable materials on any Leased Property except in compliance with all applicable Environmental Lawstermination of this Lease.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will not onmay store, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any handle and generate Hazardous Materials Substances at the Premises in connection with the ordinary course of Tenant’s business Permitted Uses in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily commercial quantities normally associated therewith and in accordance with Applicable Laws. During the O&M Plan.
(b) To the extent required by Environmental LawsTerm, Tenant shall respond to any release ofbe responsible for disposing of all Hazardous Substances generated by Tenant’s operations at the Premises or its employees, Affiliates, contractors, subtenants and licensees operations at the Premises, at Tenant’s expense. Tenant shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or comply with all Applicable Laws in any manner connected connection with Tenant’s occupancy storage, use, handling and generation of such Leased Property during Hazardous Substances at the TermPremises. In addition to, and without limiting Paragraph 10, Upon the expiration or earlier termination of this Lease, Tenant shall remove all Hazardous Substances being kept on the Premises by Tenant, its employees, Affiliates, contractors, subtenants and hereby does agree licensees, in accordance with Applicable Laws. Notwithstanding anything to defendthe contrary in this Lease, indemnify and in consideration of Tenant’s rights set forth in this Section 7.03, Tenant shall indemnify, defend and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless Landlord from and against any all third party claims and all causes of associated lawsuits, governmental actions, suitsobligations, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claimsliabilities, costs and expenses (including response and remedial costs), and liabilities, including, but not limited to, court costs, reasonable attorneys’ fees and remediation costs) caused by Tenant’s or any of its employee’s, Affiliate’s, subtenant’s or licensee’s release of any Hazardous Substances on, under or about the Premises during the Term in violation of Applicable Laws (any such release being referred to as “Tenant Contamination”); provided, Tenant Contamination shall not include any such release caused by Landlord or any of Landlord’s Affiliates, employees, agents, contractors or representatives Tenant’s indemnification obligations in this Section shall include the obligation to defend Landlord, with counsel reasonably satisfactory to Landlord, in any proceedings, all at Tenant’s expense. Tenant’s indemnification obligations under this subsection shall survive the expiration or earlier termination of this Lease, and shall not be limited by any provisions of this Lease limiting Tenant’s liability hereunder. In the event of Tenant Contamination, Tenant shall only be required to investigate, monitor and clean-up, remove, ▇▇▇▇▇ or remediate such Tenant Contamination to the extent validly required by any governmental authority under Applicable Law.
(b) Landlord shall deliver the Premises to Tenant in compliance with all Applicable Laws, including environmental laws, and free of any Hazardous Substances that violate Applicable Laws or that are present in quantities that could require additional assessments, clean-up or remediation under Applicable Laws. Without limiting the generality of the foregoing, Landlord shall remove and dispose of all asbestos, asbestos containing material, lead paint and other Hazardous Substances more particularly described in that certain Asbestos and Hazardous Building Material Survey Report, Proposed Development, North Route Z, Columbia, Missouri, prepared by Amec ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Environment & Infrastructure, Inc. for American Outdoor Brands Corp., dated March 29, 2017, and that certain Asbestos, Lead Paint and Regulated Materials prepared by Terracon Consultants, Inc., dated October 13, 2017 and identified as Phase I Environmental Site Assessment Route Z Parcels, 1800 North Route Z, Columbia, ▇▇▇▇▇ County, Missouri. Landlord shall comply with all Applicable Laws, including, without limitation, making required notifications to governmental authorities, in connection with the characterization, containment, removal, storage, and disposal of any asbestos, asbestos containing material, lead paint or other Hazardous Substances pursuant to this section (collectively, “Existing Hazardous Substances”). Landlord shall cause all Existing Hazardous Substances removed from the Premises pursuant to this section to be properly characterized and disposed of in accordance with Applicable Laws at a qualified landfill, using only trained and State licensed contractors. Landlord shall be the signatory to required notifications to governmental authorities, as owner of the Premises, and any shipping papers, including waste disposal manifests, as owner of the Premises and/or generator, in connection with the characterization, containment, removal, storage, and disposal of Existing Hazardous Substances. Landlord shall deliver copies of all notifications to any governmental authorities, licenses, permits, transportation logs, and waste disposal manifests related to the removal or disposal of Existing Hazardous Substances to Tenant prior to the Delivery Date. Landlord shall indemnify, defend and hold harmless Tenant from and against all third party claims and associated lawsuits, governmental actions, obligations, liabilities, costs of litigationand expenses (including, but not limited to, court costs, reasonable attorneys’ fees and remediation costs) arising out of or any violation of this section. Landlord’s indemnification obligations in this Section shall include the obligation to defend Landlord, with counsel reasonably satisfactory to Landlord, in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediateproceedings, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with all at Tenant’s occupancy expense. Landlord’s indemnification obligations under this section shall survive the expiration or earlier termination of this Lease, and shall not be limited by any Leased Property during the Initial Term or any extension or Renewal Termprovisions of this Lease limiting Landlord’s liability hereunder.
(c) The Landlord shall not use, store, generate, release or discharge any Hazardous Substances on the Premises in violation of Applicable Laws, and shall cause the Landlord Related Parties and any employees, Affiliates, contractors, representatives and licensee of Landlord or the Landlord Related Parties not to use, store, generate, release or discharge any Hazardous Substances on the Premises in violation of Applicable Laws. Landlord shall indemnify, defend and hold harmless Tenant agrees from and against all third-party claims and associated lawsuits, governmental actions, obligations, liabilities, costs and expenses (including, but not limited to, court costs, reasonable attorneys’ fees and remediation costs) caused by Landlord’s, any of the Landlord Related Parties or any of their respective employee’s, Affiliate’s, contractor’s, representative’s or licensee’s release of any Hazardous Substances on, under or about the Premises during the Term in violation of Applicable Laws (any such release being referred to as “Landlord Contamination”). Landlord’s indemnification obligations in this Section shall include the obligation to defend Tenant, with counsel reasonably satisfactory to Tenant, in any proceedings, all at Landlord’s expense. Landlord’s indemnification obligations under this section shall survive the expiration or earlier termination of this Lease, and shall not be limited by any provisions of this Lease limiting Landlord’s liability hereunder. In the event of Landlord Contamination, Landlord shall investigate, monitor and clean-up, remove, ▇▇▇▇▇ or remediate such Landlord Contamination to the extent validly required by any governmental authority under Applicable Law, in a manner that it will does not install any underground materially interfere with Tenant’s use of the Premises and its operations thereon.
(d) Tenant shall not permit undue accumulations of garbage, trash, rubbish or above-ground storage tank at any Leased Property without specific, prior written approval other refuse within the Premises and shall keep all refuse in proper containers until disposal of such refuse from the LandlordPremises. The Tenant agrees that it will shall not store combustible mix or flammable materials on dispose of any Leased Property except Hazardous Substances with the general office refuse or other non-regulated waste in compliance with all applicable Environmental violation of Applicable Laws.
Appears in 1 contract
Hazardous Substances. Without limiting the generality of the forgoing:
(a) Neither Tenant agrees nor any employee, agent, contractor or invitee of Tenant (a “Tenant Party”) may use, handle, store, generate, manufacture, transport, discharge or release any Hazardous Substances in, on or under the Leased Premises, except that it will not onTenant may use, abouthandle, store, generate, transport, discharge or Release in compliance with Environmental Law, such Hazardous Substances as are necessary for Tenant’s Operations as determined by Tenant in its reasonable discretion for the conduct of Tenant’s Operations on the Leased Premises. Tenant shall be responsible for compliance with Environmental Law with respect to the solid waste management units on the Leased Premises as set forth in Exhibit M. Tenant shall promptly notify Landlord, and provide copies promptly after receipt, of all written complaints, claims, citations, demands, inquiries, reports and notices relating to compliance or non-compliance with Applicable Law at the Leased Premises, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage handling, storage, generation, transportation, discharge or existence Release of Hazardous Substances in, on or under the Leased Premises by a Tenant Party; provided, however, that Landlord’s receipt of any Hazardous Materials of the foregoing will in no way create or impose any duty or obligation upon Landlord to respond thereto. To the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each extent required by applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lenderat its sole cost, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, remove or otherwise remediate all Hazardous Substances for which Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Planresponsible under this Section 9.4(a).
(b) To If Tenant fails to timely and fully perform any of the extent work described in the last sentence of Section 9.4(a), and Landlord gives to Tenant written notice of such failure and Tenant either (x) fails to commence curing such failure within thirty (30) days after receipt of Landlord’s notice (or such longer period as may be mutually agreeable to the Parties), or (y) commences to cure such failure within thirty (30) days (or such longer mutually agreeable period) after receipt of Landlord’s notice but fails after such thirty (30)-day (or longer) period to continue to implement such cure through completion (in either case, an “Environmental Failure”), Landlord may, after reasonable advance notice to Tenant, in Landlord’s sole discretion and to the exclusion of Tenant, cause the cleanup, removal or other remedial work required by Environmental LawsLaw to be performed and, in such event, Tenant shall respond pay all costs and expenses reasonably incurred by Landlord in connection therewith to Landlord as part of Tenant’s indemnity obligations under Section 13.1 with interest at the Default Rate from the date of payment by Landlord until the date of reimbursement by Tenant. If Landlord elects to cause the necessary cleanup, removal or other remedial work to be performed as provided above, Tenant hereby waives any claim or right that it may have to any release of, and shall remove damages for any Hazardous Materials, whether existing prior to, injury or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected inconvenience with Tenant’s business or loss of occupancy or quiet enjoyment or any other loss occasioned by the performance of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termwork.
(c) The Tenant agrees that it will not install shall promptly provide Landlord with access on reasonable prior request to all records, inventories, material safety data sheets, plans, registrations, filings, manifests, notices, disclosures, warnings and other documents required by any underground Requirements to be filed, made, given or above-ground storage tank at any Leased Property without specificmaintained with respect to or as a result of the presence, prior written approval use, transportation, or Release of Hazardous Substances on, to or from the Leased Premises (collectively, “Hazardous Substances Records”); provided, however, that Landlord’s receipt of any Hazardous Substances Records will in no way create or impose any duty or obligation on the part of Landlord with respect to the Hazardous Substances so disclosed or with respect to any other matter.
(d) Landlord and its designated representatives may enter the Leased Premises in accordance with Section 2.9(a) for the purpose of investigating the condition of the Leased Premises and for verifying compliance by Tenant with this Lease, and Landlord may employ experts and consultants in connection therewith to advise Landlord with respect to Tenant’s activities. The costs of any such investigations will be paid by Landlord except that Tenant agrees will be obligated to pay for the reasonable costs of any such investigation if (i) the reason for the investigation is (1) the Release or threat of a Release of Hazardous Substances or other contamination on, to or from the Leased Premises caused or permitted to occur by Tenant, whether or not an inspection is ordered by a Governmental Entity, or (2) default by Tenant under this Lease or (ii) the investigation otherwise reveals any Pollution Condition at the Leased Premises that it will not store combustible was caused or flammable materials on permitted to occur by Tenant. If Landlord is obligated to pay for such investigation, Tenant shall reimburse Landlord for the investigation costs within thirty (30) days after receiving an invoice therefor.
(e) Should any claim or action be brought against Landlord in connection with Hazardous Substances related to the Leased Property except Premises, Landlord shall immediately notify Tenant in writing.
(f) If during the Lease Term, Tenant identifies any material non-compliance with all Environmental Law at the Rolling Mill, Tenant will promptly notify Landlord and will pursue corrective action as required by applicable Environmental LawsLaw.
(g) Tenant’s obligations under this Section 9.4, including remediation obligations, will survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will A. To the best of Landlord’s knowledge, the Premises and the Building are not on, about, or under any Leased Property, release, treat or dispose in violation of any Hazardous Materials; but the foregoing legal requirement pertaining to or imposing liability or standards of conduct concerning environmental regulation, contamination or clean-up and are in full compliance with Environmental Laws.
B. Tenant shall not prevent permit the presence, handling, use, storage or existence transportation of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present Substances in or at about the Premises or the Building and, if Tenant breaches its obligations under this Article 41, Landlord may (a) immediately take any Leased Property and all action reasonably appropriate to remedy the same (“Asbestos”in which case, Tenant shall reimburse Landlord upon demand for all costs incurred in connection therewith), including taking all appropriate action to clean up or remediate any contamination resulting from the presence, handling, use, storage, disposal or transportation of Hazardous Substances or (b) require Tenant, at its sole cost and expense, perform any and all Remedial Work arising from, growing out of or related to any breach of the foregoing covenant by Tenant. Nothing herein shall prohibit Tenant shall: or any subtenant from using (i) prepare, maintain cleaning fluid and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plansupplies customarily used in school facilities, (ii) prevent any Asbestos from becoming friable chemicals and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill other laboratory materials customarily used in accordance with law as soon as practicable following the discovery thereofK-12 science labs, (iii) comply with all Environmental Laws related to Asbestos medical office supplies, medical equipment, pharmaceuticals and first aid kits customarily stored and used in school nurse’s offices, and (iv) if the O&M Plan requires arts and crafts materials customarily used in school facilities, any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification of which may constitute Hazardous Materials but which are customarily present in schools; provided that such remediation has been completed satisfactorily use and storage in accordance the Premises shall at all times be in strict compliance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release ofLegal Requirements, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of that all such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, shall be removed from the Premises on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during before the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the LandlordExpiration Date. The Tenant agrees that it will not store combustible term “Remedial Work” shall mean all investigation, monitoring, restoration, abatement, detoxification, containment, handling, treatment, removal, storage, decontamination, clean-up, transport, disposal or flammable materials on any Leased Property except other ameliorative work or response action undertaken in compliance with all applicable Environmental Laws.connection with
Appears in 1 contract
Sources: Lease Agreement
Hazardous Substances. Indemnification
(a) Tenant agrees that it will not onshall indemnify, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times complydefend, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring duringhold OCII, the Term on any Leased Property City and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assignscommissioners, officers, directorsagents and employees (individually, shareholdersan “ Indemnified Party” and collectively, partners, members, affiliates, beneficiaries and employees, the “Indemnified Parties”) harmless from and against any and all losses, costs, claims, damages, liabilities, and causes of actionsaction of any nature whatsoever (including, suitswithout limitation, demands the reasonable fees and disbursements of counsel and engineering consultants) incurred by or judgments asserted against any Indemnified Party in connection with, arising out of, in response to, or in any manner relating to (a) a violation of any Environmental Law occurring during the term of this Ground Lease caused by Tenant, its employees, agents, affiliates or contractors, or (b) any Tenant Environmental Condition (as defined herein below); provided, however, that this Section 21.02(a) shall not be deemed or construed to, and shall not impose an obligation on Tenant to indemnify and save harmless the Indemnified Parties from, any claim, loss, damage, liability or expense, of any nature whatsoever, arising from or in any way related to or connected with any willful misconduct or gross negligence by any Indemnified Party.
(b) Landlord shall indemnify, defend, and hold the Tenant and its successors, employees, affiliates, agents, representatives and contractors (individually, a “Tenant Indemnified Party” and collectively, the “Tenant Indemnified Parties”) harmless from and against any and all losses, costs, claims, damages, penalties, expenses, fees, claims, costs (including response and remedial costs)liabilities, and liabilities, causes of action of any nature whatsoever (including, but not limited towithout limitation, the reasonable attorneys’ fees and costs disbursements of litigationcounsel and engineering consultants) incurred by or asserted against any Tenant Indemnified Party in connection with, arising out of of, in response to, or in any manner connected with (i) the relating to a violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of Hazardous Substances at the Site first existing or failure occurring prior to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermEffective Date.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Ground Lease
Hazardous Substances. At no time shall any explosives, petroleum (a) Tenant agrees that it will not onincluding crude oil), aboutradioactive materials, hazardous wastes, toxic substances or under related materials, including, without limitation, any Leased Propertyasbestos, releaseasbestos containing materials, treat PCB’s or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage substances defined as or existence of any Hazardous Materials included in the ordinary course definition of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply“hazardous substances,” “hazardous waste,” “hazardous materials,” or “toxic substances” (collectively, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“AsbestosHazardous Substances”), Tenant shall: under Federal, state or local law, ordinance or regulation dealing with or otherwise pertaining to toxic or hazardous substances, wastes or materials (i) preparecollectively, maintain and timely comply with an asbestos operations and maintenance plan (an the “O&M PlanHazardous Substances Laws”) be used, generated, manufactured, stored, released by Subtenant (or within Subtenants reasonable control), or disposed of in, on, under or about the Subleased Premises by Subtenant or be transported to or from the Subleased Premises by Subtenant or be transported to or from the Subleased Premises by Subtenant, except as such Hazardous Substances may be required to be used, stored or transported in connection with the permitted uses of Subleased Premises and then only to the extent and in the manner permitted by law after obtaining all necessary permits and licenses therefor. Notwithstanding the foregoing, Subtenant shall have the right, without prior consent of Sublandlord or Master Landlord, to utilize within the Subleased Premises reasonable quantities of ordinary and general office supplies such as copier toner, liquid paper, glue, ink and common household cleaning materials (some or all of which may constitute “Hazardous Substances” under this Sublease). Subtenant shall provide to Sublandlord a copy list of all Hazardous Substances introduced by Subtenant to the O&M Plan Subleased Premises prior to Landlord the introduction of such Hazardous Substances to the Subleased Premises and, upon request of Landlord or LenderSublandlord’s request, promptly shall provide periodic updates as to the progress and satisfaction of Sublandlord with a Material Safety Data Sheet for each such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Termsubstance. In addition to, and without limiting Paragraph 10, For purposes of this LeaseSection, Tenant Subtenant shall be deemed to include its agents, invitees and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termtrespassers.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. (a) No Tenant agrees that it will not Party shall store, place, generate, manufacture, refine, handle, or locate on, aboutin, under or under around the Premises, the Building or Property any Leased Property“Hazardous Substance” (as defined below), releaseexcept for storage, treat or dispose handling and use of any Hazardous Materials; but reasonable quantities and types of biologics, pharmaceuticals, cleaning fluids and office supplies in the foregoing shall not prevent the use, storage or existence of any Hazardous Materials Premises in the ordinary course and the prudent conduct of Tenant’s business in accordance with the Premises. Tenant agrees that (a) the storage, handling, use and disposal of such permitted Hazardous Substances must at all times conform to all applicable laws and regulations. Tenant covenants that it will at all times complyrequirements of public authorities and to applicable fire, safety and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain insurance requirements; and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Lawstypes and quantities of permitted Hazardous Substances which are stored in the Premises must be reasonable and appropriate to the nature and size of Tenant’s operation in the Premises and reasonable and appropriate for similar first-class office, laboratory and research buildings in the midtown south area of Manhattan. Tenant shall respond furnish to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out Landlord evidence reasonably acceptable to Landlord of or in any manner connected with Tenant’s occupancy of such Leased Property during the Termcompliance with this Section 10.6 from time to time upon Landlord’s request. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defendindemnify, indemnify defend and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless Landlord Parties from and against any and all claims, damages, losses, actions, causes of actions, suitsproceedings, demands or judgments of any nature whatsoeverliens, losses, damagesfines, penalties, expensescosts, expenses and liabilities arising out of any breach of any provision of this paragraph, which expenses shall also include laboratory testing fees, personal injury claims, clean-up costs (including response and remedial costs)environmental consultants’ fees and attorneys’ fees, and liabilitiessuch indemnity shall survive the expiration or earlier termination of this Lease. Tenant agrees that Landlord may be irreparably harmed by Tenant’s breach of this paragraph and that an injunction and/or specific performance action may appropriately be brought by Landlord; provided that, Landlord’s election to bring or not bring any such injunction and/or specific performance action shall in no way limit, waive, impair or hinder Landlord’s other remedies against Tenant. If Hazardous Materials are present in the Premises or on any floor containing a portion of the Premises and such presence is not caused by a Landlord Party, a Tenant Party or anyone claiming by, through or under a Tenant Party, Landlord shall, at Landlord’s sole cost and expense, use commercially reasonable efforts to enforce all of its rights and remedies (including, without limitation, the exercise of any self-help rights) against the party that caused such presence (provided that the foregoing shall not require Landlord to evict any Tenant or commence or prosecute any litigation). As used in this Lease, the term “Hazardous Substance” shall mean and include any chemical, material, element, compound, solution, mixture, substance or other matter of any kind whatsoever which is now or later designated, classified, listed or regulated under any law, statute, ordinance, rule, regulation, order or ruling of any agency of the State of New York, the United States Government or any local governmental authority, including, but not limited towithout limitation, reasonable attorneys’ fees asbestos, petroleum, petroleum hydrocarbons and costs petroleum based products, urea formaldehyde foam insulation, biologics and pharmaceuticals, polychlorinated biphenyls and freon and other chlorofluorocarbons. Landlord covenants that, as of litigationthe Commencement Date, arising out the Premises shall be free of Hazardous Materials that violate applicable laws or in any manner connected with (i) the violation requirements of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure public authorities. Landlord shall be responsible, at its sole cost and expense, to remove or otherwise remediate, as required by this Paragraph 26, remediate any Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release Substances found in the Premises during the Initial Lease Term to the extent due to a breach of the foregoing covenants by Landlord or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during introduced into the Initial Term or any extension or Renewal TermPremises by Landlord by a Landlord Party.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Lease (Protara Therapeutics, Inc.)
Hazardous Substances. (a) Tenant agrees that it will not onshall not, aboutwithout Landlord’s prior written consent, keep any substances designated as, or containing components now or hereafter designated as, hazardous, dangerous, toxic or harmful and/or subject to regulation under any Leased Propertyfederal, releasestate or local law, treat regulation or dispose of any ordinance (“Hazardous Materials; but Substances”) on or about the foregoing shall not prevent Premises or Building. Notwithstanding the preceding sentence, Tenant may keep, use, storage or existence store and dispose of, in, on and from the Premises, materials and supplies otherwise constituting Hazardous Substances which are normally used in general business offices, provided such materials and supplies are used, handled, stored and disposed of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with all applicable governmental rules, regulations, laws and regulations. Tenant covenants that it will at all times complyrequirements, and will cause each Leased Property in accordance with all applicable manufacturers’ or suppliers’ recommendations. With respect to be in compliance with, in all material respects any Hazardous Substances stored with each applicable Environmental Law. If asbestos Landlord’s consent or asbestos-containing materials are present in or at any Leased Property (“Asbestos”)permitted hereunder, Tenant shall: (i) preparepromptly, maintain timely and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) completely comply with all Environmental Laws related governmental requirements for reporting and record keeping; submit to Asbestos Landlord true and correct copies of all reports, manifests and identification numbers at the same time as they are required to be and/or are submitted to the appropriate governmental authorities; within five (iv5) if the O&M Plan requires any remediationdays of Landlord’s request, provide evidence satisfactory to Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.governmental rules, regulations and requirements; and comply with all governmental rules, regulations and requirements regarding the proper and lawful use, sale, transportation, generation, treatment and disposal of Hazardous Substances. Any and all costs incurred by Landlord and associated with Landlord’s inspections of the Premises and Landlord’s monitoring of Tenant’s compliance with this paragraph 4210\002:08/06/09 -12- LEASE FORM TBARKE\▇▇▇▇▇▇▇\LEASING ADVISORY
Appears in 1 contract
Sources: Lease (SCOLR Pharma, Inc.)
Hazardous Substances. Tenant shall not cause or permit the release, discharge, or disposal nor the presence, use, transportation, generation, or storage of any Hazardous Material (as hereafter defined) in, on, under, about, to, or from the Premises by either Tenant, Tenant's employees, agents, contractors, or invitees (collectively the "Tenant") other than (i) the use of such materials in de minimus quantities reasonably necessitated by the Tenant's regular business activities; (ii) those referred to and used (in existing quantities and through existing processes) on the attached Exhibit "J"; or (iii) those subsequently approved in writing by Landlord in its reasonable discretion; such materials shall be used, stored and transported from the premises in strict accordance with this Section 5.5 and the restrictions and limitations set forth on Exhibit "J". For purposes of this Section 5.5, Landlord's discretion shall be deemed reasonable if materials proposed by Tenant are more toxic or hazardous, used in greater quantities or used through different processes, than those referred to in Exhibit "J". Tenant further agrees and covenants to Landlord, its agents, employees, affiliates and shareholders (collectively the "Landlord") the following:
1. To comply with all Environmental Laws in effect, or may come into effect, applicable to the Tenant or Tenant's use and occupancy of the Premises;
2. To immediately notify Landlord, in writing, of any existing, pending or threatened (a) investigation, inquiry, claim or action by any governmental authority in connection with any Environmental Laws; (b) third party claims; (c) regulatory actions; and/or (d) contamination of the Premises;
3. Tenant agrees that it will not shall, at Tenant's expense, investigate, monitor, remediate, and/or clean up any Hazardous Material or other environmental condition on, about, or under any Leased Property, release, treat the Premises required as a result of Tenant's use or dispose occupancy of the Premises;
4. To keep the Premises free of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of lien imposed pursuant to any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.and
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will Except for hazardous materials and substances and the use thereof required to construct and to operate and maintain the Improvements and used, stored and disposed of in accordance with all applicable laws, the Operator shall not onmake, aboutstore, or under any Leased Propertyuse, releasetreat, treat release or dispose of any Hazardous Materials; hazardous substances, pollutants or other contaminants (“Prohibited Substances”) on or under the Real Estate. If any such Prohibited Substances are nonetheless made, stored, used, treated, released, disposed of or found to exist on or under the Real Estate, the Operator shall give immediate written notice to the Mortgagee of such occurrence or existence. If the Operator fails to keep the Real Estate or Improvements free of such Prohibited Substances, the Mortgagee may, but the foregoing shall not prevent the usebe obligated to, storage do or existence of any Hazardous Materials cause to be done such acts as are necessary or desirable in the ordinary course of TenantMortgagee’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property opinion to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos remove and dispose of it such Prohibited Substances. All amounts spent by the Mortgagee for the removal and disposal of such Prohibited Substances and the return of the Real Estate and Improvements to a condition free of Prohibited Substances shall become a debt due by the Operator to the Mortgagee and at once payable, without demand or notice, and shall become a properly licensed landfill part of the Debt secured by this mortgage, to bear interest as provided in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if Bonds from the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with date of payment by the O&M PlanMortgagee until paid by the Operator.
(b) To The Operator hereby warrants that (i) there are no civil, criminal or administrative environmental proceedings involving the extent required by Real Estate that are pending or to the Operator’s knowledge threatened; (ii) the Operator knows of no facts or circumstances that might give rise to such a proceeding in the future; (iii) the Real Estate is in compliance with all applicable federal, state and local statutory and regulatory environmental requirements; and (iv) the Real Estate is free from any and all “hazardous substances,” “pollutants” and other “contaminants,” as those terms are defined in the federal Comprehensive Environmental LawsResponse, Tenant shall respond to any release ofCompensation, and Liability Act (“CERCLA”) and rules and regulations thereunder, except for hazardous materials and substances and the use thereof required to construct and to operate and maintain the Improvements and used, stored and disposed of in accordance with all applicable laws. The Operator shall remove give immediate written notice to the Mortgagee of any Hazardous Materials, whether existing prior to, actual or occurring during, the Term on any Leased Property threatened “release” (as defined in CERCLA and whether or not arising out of or in any manner connected with Tenant’s occupancy rules and regulations thereunder) of such Leased Property substances on or from the Real Estate or any portion thereof at any time during or preceding the TermOperator’s ownership of the Real Estate. In addition to, and without limiting Paragraph 10, of this Lease, Tenant The Operator shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, Mortgagee harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, lossesloss, damages, fines, penalties, expenses, fees, claims, costs liability and expenses (including response and remedial costs), and liabilities, including, but not limited to, to reasonable attorneys’ fees and costs of investigation and litigation, arising out of ) caused by or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, resulting from such substances on or to any Leased Property under the Real Estate or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank thereof at any Leased Property without specific, prior written approval from time during or preceding the LandlordOperator’s ownership of the Real Estate. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except indemnity provisions of this paragraph 9 shall survive the satisfaction of this mortgage and shall continue in compliance with all applicable Environmental Lawsfull force and effect notwithstanding the payment of the Debt in full.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Assignment of Rents and Leases (Ocean Bio Chem Inc)
Hazardous Substances. (a) Tenant agrees that it will not on, about, or under Without limiting any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing provisions of this Article V, Tenant shall not prevent generate or cause to be released (whether by way of uncapping, pouring, spilling, spraying, spreading, attaching, leaking or otherwise) into or onto the usePremises, storage the Building, the Project or existence of the surrounding areas (including the ground and ground water thereunder and the sewer and drainage systems therein) any Hazardous Materials hazardous substances (as defined or established from time to time by applicable local, state or federal law) other than in the ordinary course of Tenant’s business compliance with law and normal practices in accordance with applicable laws and regulationsComparable Buildings. The term "hazardous substances" includes, among other things, hazardous waste. Tenant covenants shall immediately notify Landlord if any such release occurs, and, as to any such release that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: has been caused by Tenant:
(i) prepareTenant shall immediately and entirely remove such released hazardous substance at Tenant's expense, maintain and timely comply such removal shall be in a manner fully in compliance with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as all laws pertaining to the progress removal and satisfaction of such O&M Plan, storage or disposal thereof; and
(ii) prevent Tenant hereby agrees to indemnify hold harmless Landlord, Landlord's mortgagee, Landlord's management company, and their partners, officers, directors, employees and agents (collectively, the "Landlord Indemnified Parties") of and from any Asbestos 127 liability, public or private, resulting to Landlord as a result of such release and agrees to, and does hereby, indemnify such Landlord Indemnified Parties from becoming friable and if against any Asbestos does become friableexpense or cost incurred by Landlord, Tenant of any nature whatsoever, which results, in whole or in part, directly or indirectly, from a release of a hazardous substance which is caused or permitted by Tenant. The provisions of this Section 5.6 shall a▇▇▇▇ said Asbestos and dispose survive the expiration or termination of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires this Lease for any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Planreason.
(b) To Without limiting any of the extent required foregoing provisions of this Article V, Landlord shall not generate or cause to be released (whether by Environmental Lawsway of uncapping, Tenant shall respond pouring, spilling, spraying, spreading, attaching, leaking or otherwise) into or onto the Premises, the Building, the Project or the surrounding areas (including the ground and ground water thereunder and the sewer and drainage systems therein) any hazardous substances (as defined or established from time to time by applicable local, state or federal law) other than in compliance with applicable law and normal practices in Comparable Buildings. As to any such release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and that has been caused by Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with : (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to Landlord shall immediately and entirely remove or otherwise remediatesuch released hazardous substance at Landlord's expense, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or such removal shall be in any a manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except fully in compliance with all applicable Environmental Laws.laws pertaining to the removal and storage or disposal thereof; and
Appears in 1 contract
Hazardous Substances. Landlord hereby represents that, to the best of their knowledge, the Premises is free from material containing asbestos and/or Hazardous material risks. Landlord represents and warrants that (a) to the best of its knowledge there have been no complaints regarding the indoor air quality anywhere in the Building or in the ventilating system; (b) he will deliver to Tenant copies of any such complaints received; (c) to the best of his knowledge there are no indoor air pollution and/or air quality problems in the Building; (d) he will notify Tenant if he becomes aware that any indoor air quality or environmental problem is discovered or reported in the Building, and diligently undertake to correct such problem. If the Premises shall be rendered unusable because of a freon and/or asbestos-related problem, air quality and/or air pollution found in the Premises or the Building in which the Premises is located, the Rent due hereunder is to be abated until the premises are again usable. Tenant will only assume responsibility for environmental cleanup costs which are caused by Tenant, its employees, visitors or invitees. Tenant will assume no responsibility for any migration of contaminates or those caused by current or prior building owners and tenants. Tenant and Landlord each respectively represent and warrant that (a) Tenant agrees that it will and Landlord have not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times complyused, and will cause each Leased Property to be not in compliance withthe future use, in all material respects with each applicable the Premises for the storage or disposal of any toxic or hazardous substance, as those terms are defined and the Comprehensive Environmental Law. If asbestos Response, Compensation and Liability Act of 1980, U.S.C. § 9601 et seq., or asbestos-containing materials are present in any other federal, state, or at any Leased Property local law (“AsbestosHazardous Substance”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Neither Tenant shall respond to any release ofnor Landlord have knowingly allowed, and shall remove will not in the future knowingly allow, any other entity to dispose of or store any Hazardous Materials, whether existing prior to, or occurring during, Substance on the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition toPremises, and without limiting Paragraph 10(c) Tenant and Landlord have no reason to suspect that any Hazardous Substance is in, on, under or about the Premises. Tenant and Landlord shall respectively indemnify and hold the other harmless from any loss, damage, cost or expense (including reasonable attorney’s fees), resulting from any and all breaches of the foregoing representation and warranty, and the indemnity provision of this paragraph shall survive the termination or expiration of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Lease Agreement
Hazardous Substances. (a) The Tenant covenants and agrees to utilize the Premises and operate its business in a manner so that it will not onno part of the Premises are used to generate, aboutmanufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or under any Leased Property, release, treat or dispose of process any Hazardous Materials; but Substances. Further the foregoing shall not prevent Tenant hereby covenants and agrees to indemnify and save harmless the useLandlord and those for whom the Landlord is in law responsible from any and all losses, storage costs, claims, damages, liabilities, expenses or existence of injuries caused or contributed to by any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials Substances which are present in or at any Leased Property (“Asbestos”)time located, Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy stored or incorporated in any part of the O&M Plan to Landlord andPremises, upon request of Landlord provided that the Tenant or Lender, promptly provide periodic updates the Tenant's Employees were responsible for such Hazardous Substances as to the progress and satisfaction of such O&M Plan, provided in subsection (iid) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Planhereof.
(b) To The Tenant hereby agrees that the extent required by Environmental Laws, Tenant Landlord or its authorized representatives shall respond have the right to any release of, conduct such environmental site reviews and investigations as it may deem necessary for the purposes of ensuring compliance with this Section 7.4. The Landlord shall remove any Hazardous Materials, whether existing prior to, or occurring during, be solely responsible for the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy costs of such Leased Property during audit, unless same reveals a default on the Term. In addition to, and without limiting Paragraph 10, part of the Tenant of its obligations under this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Lease regarding Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermSubstances.
(c) The Tenant's obligations pursuant to this Section 7.4 shall survive the expiration or earlier termination of the Term.
(d) Notwithstanding any other provision of this Lease, the Tenant agrees that it shall not be responsible for any Hazardous Substances located on or in the Premises, the Building or the Project unless same were brought upon, located on or in, stored or incorporated into the Premises, the Building or the Project as a result of the act or omission of the Tenant or the Tenant's Employees.
(e) The Landlord shall be solely responsible for all Hazardous Substances located on the Premises, the Building and the Project prior to the Commencement Date ("Existing Hazardous Substances"). If a work order is issued in respect of any Existing Hazardous Substances, the Landlord will not install any underground or above-ground storage tank at any Leased Property without specificbe solely responsible for carrying out the work required by such work order, and the Landlord shall be entitled to access the Premises, on prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property reasonable notice (except in compliance with all applicable Environmental Lawsthe case of emergency, in which event no notice shall be required), as necessary, to perform such work.
Appears in 1 contract
Hazardous Substances. (a) The term “Hazardous Substances”, as used in this Lease will mean pollutants, contaminants, toxic or hazardous wastes, or any other substances, the removal of which is required or the use of which is restricted, prohibited or penalized by any “Environmental Law”, which term will mean any federal, state or local law or ordinance relating to pollution or protection of the environment. Tenant hereby agrees that it (i) no activity will be conducted on the Premises that will produce any Hazardous Substances, except for such activities that are part of the ordinary course of Tenant’s business activities (“Permitted Activities”) provided the Permitted Activities are conducted in accordance with all Environmental Laws; (ii) the Premises will not on, about, or under be used in any Leased Property, release, treat or dispose manner for the storage of any Hazardous Materials; but the foregoing shall not prevent the use, Substances except for any temporary storage or existence of any Hazardous Materials such materials that are used in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“AsbestosPermitted Materials”), Tenant shall: (i) prepare, maintain provided such Permitted Materials are properly stored in a manner and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, location meeting all Environmental Laws; (iii) comply Tenant will not permit any Hazardous Substances to be brought onto the Premises, except for the Permitted Materials, and if so brought or found thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws related to Asbestos Laws. Tenant will Indemnify and (iv) if Defend Landlord against Claims of any nature arising from or as a result of the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with violation of the O&M Plan.
(b) To provisions of this Section 20 by Tenant. The foregoing indemnification will survive the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, termination or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, expiration of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide Violate any Environmental Law if such violation could reasonably be expected to have a copy of the O&M Plan to Landlord and, upon request of Landlord Material Adverse Effect; or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent permit any Asbestos from becoming friable Hazardous Substances to be brought onto any of any property owned, leased or operated by the Borrower or any of its Subsidiaries (unless such Hazardous Substance is necessary for the conduct of such Person's business as it exists on the Closing Date or any new business permitted under SECTION 7.16 hereunder) where such presence could reasonably be expected to have a Material Adverse Effect. If any Hazardous Substance is brought or found thereon or therein, except as may be permitted above, Borrower shall perform, or caused to be performed, all required environmental response, removal, corrective and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at remedial actions in a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily diligent manner and in accordance with the O&M Plan.
(b) To the extent required by all Environmental Laws. The Borrower shall promptly, Tenant shall respond after any officer of the Borrower obtains knowledge of the occurrence thereof, give written notice to the Agent of receipt of any written notice of violation or noncompliance, order or request for information from any Governmental Authority with respect to any release ofEnvironmental Law, and shall remove promptly remedy any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation breach of any Environmental Law with respect to any Leased Property by Borrower or any prior ownership of its Subsidiaries. The Agent shall, upon reasonable notice to the Borrower if no Event of Default has then occurred and is continuing, have the right to enter upon any Leased Property; (ii) the Release property owned, leased or threatened Release of or failure to remove or otherwise remediate, as required operated by this Paragraph 26, Hazardous Materials from, on or to any Leased Property Borrower or any portion or portions thereofof its Subsidiaries, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Termpart thereof (through its employees and/or agents), whether or not arising out to verify compliance by Borrower and its Subsidiaries with the terms of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termthis SECTION 7.14 and to conduct such environmental assessments and audits as Agent shall deem advisable to facilitate such verification; provided, however, BORROWER HEREBY ACKNOWLEDGES THAT ALL HAZARDOUS MATERIAL HANDLING PRACTICES AND ENVIRONMENTAL PRACTICES AND PROCEDURES ARE THE SOLE RESPONSIBILITY OF THE BORROWER, AND THE BORROWER HAS FULL DECISIONMAKING POWER WITH RESPECT THERETO TO THE EXTENT CONSISTENT WITH THIS AGREEMENT. BORROWER FURTHER ACKNOWLEDGES THAT NEITHER THE AGENT NOR ANY LENDER IS AN ENVIRONMENTAL CONSULTANT, ENGINEER, INVESTIGATOR OR INSPECTOR OF ANY TYPE WHATSOEVER. IN NO EVENT SHALL ANY INFORMATION OBTAINED FROM THE AGENT OR ANY LENDER OR THEIR RESPECTIVE AGENTS PURSUANT TO THIS AGREEMENT OR ANY LOAN DOCUMENT CONCERNING THE ENVIRONMENTAL CONDITION OF ANY PROPERTY OF THE BORROWER OR ANY SUBSIDIARY BE CONSIDERED BY THE BORROWER OR ANY SUBSIDIARY (OR ANY OTHER RECIPIENT OF SAID INFORMATION) AS CONSTITUTING LEGAL OR ENVIRONMENTAL CONSULTING, ENGINEERING, INVESTIGATING OR INSPECTING ADVICE, AND NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES (NOR ANY OTHER RECIPIENT OF SAID INFORMATION) SHALL RELY ON SAID INFORMATION. THE RESPONSIBILITY FOR COMPLIANCE WITH ENVIRONMENTAL LAWS RESTS SOLELY WITH THE BORROWER AND ITS SUBSIDIARIES.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Loan Agreement (Lason Inc)
Hazardous Substances. (a) Tenant agrees that it will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials The term "hazardous materials" as used in the ordinary course of Tenant’s business in accordance with applicable laws Lease shall mean and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond refer to any release ofpollutant, and shall remove any Hazardous Materialscontaminant, whether existing prior to, toxic or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs hazardous waste (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees asbestos, Polychlorinated Biphenyls and costs petroleum products) or any other substance, the removal or remediation of litigationwhich is required, arising out or the generation, use or handling of which is restricted, prohibited, regulated or in penalized by an "Environmental Laws", which term shall mean any manner connected with federal, state or local law, rule, regulation or ordinance relating to pollution or protection of the environment or hereafter enacted, including but not limited to, the Comprehensive Environmental Response Compensating and Liability Act of 1980, the Resource Conservation and Recovery Act and the Superfumd Amendments and ReauthorLzation Act of 1986. Tenant hereby agrees that (i) the violation of any Leased Premises will at all times be operated in full compliance with the Environmental Law with respect to any Leased Property or any prior ownership of any Leased PropertyLaws; (ii) no activity will be conducted on the Release Leased Premises that will generate any hazardous materials except for activities that are part of the ordinary course of Tenant's business activities and which are specifically described in this Lease (the "Permitted Activities"), provided said activities have been approved in advance in writing by landlord and are conducted in accordance with all Environmental Laws and provided further that Tenant has fully disclosed to Landlord in writing the existence, extent and nature of any such hazardous materials which Tenant is legally authorized and empowered to maintain on, in or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on under the Leased Premises or to any use in connection therewith, and provided further that Tenant has obtained and will maintain all licenses, permits and approvals required with respect thereto and is in full compliance with all the terms, conditions and requirements of such licenses, permits and approvals; (iii) the Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or Premises will not arising out of or be used in any manner connected with Tenant’s occupancy for the storage of any hazardous materials except for the temporary storage of such materials in accordance with applicable law that are used in the ordinary course of Tenant's business and which are described by quantities in Schedule "A" attached hereto (the "Permitted Materials"), provided such permitted materials are properly stored in a manner and location meeting all Enviromnental Laws and the same is approved in advance in writing by Landlord; (iv) Tenant has not and will not mix or dispose of any hazardous materials on or within the Leased Property during the Initial Term or any extension or Renewal Term.
Premises; (cv) The Tenant agrees that it will not install any underground tanks of any type within the Leased Premises or above-ground storage tank on any part of the property; (vi)Tenant will not allow any surface or subsurface conditions to exist or come into existence that constitute, or with the passage of time may constitute, a public or private nuisance or a violation of any Environmental Law, (vii) Tenant will not permit any hazardous materials to be brought or found or located, the same shall be immediately removed by Tenant or caused to be removed by Tenant, with proper packaging, labeling, transportation and disposal and all required cleanup and remediation procedures shall be diligently undertaken by Tenant and at Tenant's sole cost and expense pursuant to all Environmental Laws. In additiom violation of any of the foregoing conditions shall be and constitute a default under this Lease entitling Landlord to terminate this Lease. Any such termination shall not, however, relieve Tenant of its obligations to comply with the terms of this provision regarding the removal of hazardous materials or of the indemnification provided herein. In addition, if Tenant fails to comply with any of the covenants of this subparagraph, or fails to comply with any Environmental Laws, Landlord, at Tenant's sole cost and expense, may immediately commence remedial action to restore the Leased Property without specificPremises to all environmentally sound condition. Tenant agrees to immediately notify Landlord of (a) any significant release of hazardous materials, prior written approval or other chemicals or substances; and (b) the receipt of any pertinent notices or communications from any governmental authority. Tenant further agrees to provide Landlord with a letter of certification from time to time upon the request of Landlord and on each anniversary of this Lease, certifying that Tenant has complied with all applicable errviromnental laws and requirements and the requirements of all applicable agencies and that no contamination has occurred or exists within the Leased Premises or on the property as a result of Tenants, activities, Without in anyway limiting the obligations of the Tenant, Landlord reserves the right to enter and inspect the Leased Premises and conduct any testing, samples, borings and analysis which Landlord, in its sole discretion, may deem necessary. The Tenant further covenants and agrees that it will shall not store combustible cause or flammable allow any lien to be recorded against the Leased Premises as a consequence of, or in any way related to, the presence, remediation or disposal of any hazardous materials in or relating to the Lcased Premises or the property, or related in any way to the activities of Tenant, including any mechanics,' materialmans', suppliers' laborers' liens or any state, federal or local environmental liens relating to such matters. Tenant hereby agrees to indemnify and hold harmless Landlord from and against any and all losses, costs, damages, claims, penalties, fines, suits, liabilities and expenses, including cleanup costs, attorney fees, consultants or experts' fees and expenses of every kind and nature incurred or suffered by or asserted against Landlord directly or indirectly as a result of or on account of (i) the location on the Leased Premises or the property of any Leased Property except in compliance hazardous material, the storage of which or the exposure to which is prohibited, limited or regulated by any Environmental Law or any federal, state, county, regional or local governmental unit, agency or authority for which storage or exposure, even if not so prohibited, limited or regulated, may pose a hazard to the health and safety of the occupants of the property or to that of the owners or occupants of real property adjacent hereto, or (ii) the failure by Tenant to comply with all any applicable Environmental Laws; or (iii) any warranty or representation made by Tenant in this paragraph being false or untrue in any material respect. Tenant's obligation hereunder shall not be limited to any extent by the term of this Lease, and, as to any act of occurrence prior to the expiration of the term hereof, whether terminated by Landlord or other expiration pursuant to the terms hereof and, as to any act or occurrence prior to the expiration of the term hereof which gives rise to liability hereunder, shall continue, survive or remain in full force and effect notwithstanding the expiration ofthe terms hereof.
Appears in 1 contract
Hazardous Substances. (a) Except for Landlord’s obligations expressly described in Sections 22.B. hereof, Tenant shall comply, at its sole expense, with all laws relating to the protection of public health, safety and welfare and with all environmental laws in its use, occupancy and operation of the Premises. Tenant agrees that it will not onno Hazardous Substances (as hereinafter defined) shall be used, aboutlocated, stored or under any Leased Propertyprocessed on the Premises or be brought into the Building by Tenant, releaseother than office and cleaning supplies which are customarily located within office space in Comparable Buildings in Submarket (and then, treat or dispose of any Hazardous Materials; but only to the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business extent such cleaning supplies are stored and used in accordance with all applicable laws and regulationsLaws). Tenant covenants further agrees that it no Hazardous Substances will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos released or asbestos-containing materials are present in or at any Leased Property discharged from the Premises (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, ground water contamination). The term “Hazardous Substances” shall mean and include all hazardous and toxic substances, waste or materials, any pollutant or contaminant, including, without limitation PCB’s, asbestos and raw materials that include hazardous constituents or any other similar substances or materials that are now or during the Term included under or regulated by any environmental Laws. In the event that Tenant is notified of any investigation or violation of any environmental law arising from Tenant’s activities at the Premises, Tenant shall promptly deliver to Landlord a copy of such notice. In such event or in the event Landlord, in good faith, believes that a violation of environmental Law exists arising based upon Tenant’s activities, Landlord may, upon notice to Tenant, conduct such tests and studies relating to compliance by Tenant with environmental Laws or the alleged presence of Hazardous Substances upon the Premises as Landlord reasonably deems necessary or desirable, and to the extent any such tests and studies indicate non compliance by Tenant with environmental laws or the presence of Hazardous Substances upon the Premises based upon Tenant’s activities, then such tests and studies shall be completed at Tenant’s expense. Landlord’s inspection and testing rights are for Landlord’s own protection only, and Landlord has not, and shall not be deemed to have, assumed any responsibility to Tenant or any other party for compliance with environmental laws, as a result of the exercise, or non exercise of such rights. Tenant shall indemnify, defend, protect and hold harmless Landlord, its constituent members, and their respective officers, directors, members, shareholders, agents, employees, successors and assigns, from and against any and all loss, claim, expense, liability and costs (including reasonable attorneys’ fees and costs of litigation, ' fees) arising out of or in any manner connected with (i) way related to the violation presence of any Environmental Law with respect Hazardous Substance introduced to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release Premises during the Initial Term by Tenant, its agents, employees, contractors or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlordinvitees. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.B.
Appears in 1 contract
Sources: Office Lease (Vivid Seats Inc.)
Hazardous Substances. Borrower shall (aor shall cause Owner to) Tenant agrees that it will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) preparekeep the Property, maintain and timely comply with an asbestos operations and maintenance plan expressly require tenants at the Property to keep the Property, free from Hazardous Substances (an “O&M Plan”other than Permitted Hazardous Substances) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws, (ii) keep the Property free from any liens or encumbrances imposed pursuant to any Environmental Laws, (iii) promptly notify Lender if Borrower shall become aware that (A) any Hazardous Substance (other than Permitted Hazardous Substances) is on or near the Property in violation of applicable Environmental Laws, (B) the Property is in violation of any Environmental Laws or (C) any condition on or near the Property shall pose a threat to the health, safety or welfare of humans, (iv) not use construction materials containing asbestos nor install any improvements at the Property with any materials that contain asbestos and (v) remove, cause the removal of, or, at the reasonable request of Lender, pay for the removal of, such Hazardous Substances that are in violation of applicable Environmental Laws and/or cure such violations and/or remove, cause the removal of, or, at the reasonable request of Lender, pay for the removal of, such violation of applicable Environmental Laws, as applicable, as required by law (or as shall be reasonably and in good faith required by Lender in the case of removal which is not required by law, but is actually in response to the good faith opinion of a licensed hydrogeologist, license environmental engineer, licensed industrial hygienist or other qualified third party environmental consulting firm engaged by Lender (“L▇▇▇▇▇’s Consultant”)), promptly after Borrower or Owner becomes aware of same, at Borrower’s or Owner’s sole expense. Nothing herein shall prevent Borrower from recovering such expenses from any other party that may be liable for such removal or cure.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will not onIf, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business performance of the Work, HPD encounters on the Project Site any matter which it reasonably believes is a Hazardous Substance that may require response, removal, cleanup or other remedial action under applicable Environmental Laws, then HPD shall immediately suspend the Work in the area affected and report the condition to NSI by telephone and in writing. In any such event, the obligations and duties of the Parties hereto shall be as follows:
(i) If it is determined that such condition involves an Existing Hazardous Substance, then HPD shall have no obligation with respect to such condition, and NSI shall, at its sole cost and expense, perform any response, removal, cleanup or other remedial action required by applicable Environmental Laws;
(ii) If it is determined that such condition involves a Hazardous Substance introduced to the Project Site by HPD or its Subcontractors, then any response, removal, cleanup or other remedial action required by applicable Environmental Laws shall be performed by HPD at its sole cost and expense; or
(iii) If, by agreement of the parties or in accordance with Article 12, it is determined that the condition does not involve a Hazardous Substance that requires response, removal, cleanup or other remedial action under applicable laws Environmental Laws, HPD shall resume the portion of the Work that had been suspended. Such time period involved in determining that the condition did not involve a Hazardous Substance that required response, removal, cleanup or other remedial action shall constitute an Excusable Event. The Parties acknowledge and regulations. Tenant covenants agree that it will at all times complyHPD shall not commence or continue any construction activities on any portion of the Project Site on, and will cause each Leased Property in or under which remedial actions are to be in compliance with(or are being) performed until such remedial actions are to the point where construction activities will not interfere with such remedial actions, in all material respects with each as evidenced by appropriate certifications from the applicable Environmental Lawenvironmental engineer and/or remediation contractor and any required approvals of any applicable Governmental Authorities. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”)NSI disagrees with the belief by HPD that a Hazardous Substance requiring remediation exists, Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as it may refer such disagreement to the progress and satisfaction of dispute resolution procedures set forth in Article 12; provided, however, HPD shall have no obligation to continue work until such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law time as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation Dispute is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Planresolved.
(b) To the extent required by Environmental LawsNSI shall indemnify, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify defend and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless HPD from and against any and all causes of actionsclaims, demands, suits, demands or judgments liabilities, causes of any nature whatsoeveraction, losses, damages, penaltiescosts, expenses, feesdamages, claims, costs (including response fines and remedial costs), and liabilitiespenalties, including, but not limited towithout limitation, court costs and reasonable attorneys’ fees and costs of litigationfees, arising out or resulting from the existence of Existing Hazardous Substances at the Project Site HPD shall indemnify, defend and hold harmless NSI from and against any and all claims, demands, suits, liabilities, causes of action, losses, costs, expenses, damages, fines and penalties, including, without limitation, court costs and reasonable attorneys’ fees, arising or in resulting from any manner connected with (i) Hazardous Substances which were introduced to, or exacerbated at, the violation of any Environmental Law with respect to any Leased Property Project Site by HPD or any prior ownership of any Leased Property; (ii) its Subcontractors. The preceding indemnification, defense and hold harmless obligations shall survive the Release termination or threatened Release expiration of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermAgreement.
(c) The Tenant agrees parties acknowledge that it will not install neither HPD nor NSI have provided the other Party with any underground or above-ground storage tank notice of the presence of any Existing Hazardous Substances at any Leased Property without specificthe Project Site arising out of HPD’s work conducted pursuant to the Engineering Services Agreement dated March 30, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws2009.
Appears in 1 contract
Sources: Design/Build Agreement (Natural Resources USA Corp)
Hazardous Substances. (a) Tenant agrees acknowledges that the only Hazardous Substances it will not onuse on the Premises are set forth on Exhibit H attached hereto and Tenant's use of such Hazardous Substances shall be in accordance with all applicable laws. In the event the Tenant begins to use Hazardous Substances at the Premises other than those listed on Exhibit H, aboutthe Tenant will immediately notify the Landlord of the same and provide such detail regarding the same the Landlord may reasonably require. Prior to the termination of the Lease, all Hazardous Substances used by the Tenant shall be removed and remediated from the Premises at the Tenant's sole cost and expense in accordance with all applicable laws. In no event shall the Tenant use Hazardous Substances at the Premises violations of laws or to an extent that will cause applicable insurance coverage to be ineffective. Tenant shall indemnify and hold harmless Landlord from any claim, demand, liability, damage, loss or expense that Landlord might suffer from the breach of this Section 9.20 by Tenant, its employees, officers, contractors, subcontractors, agents, invitees, subtenants or assignees, or under any Leased Property, release, treat or dispose as the result of any Hazardous Materials; but Substance used or introduced by Tenant, its employees, officers, contractors, subcontractors, agents, invitees, subtenants or assignees, at or to the foregoing shall not prevent Premises. "Hazardous Substances" means and includes any of the usesubstances, storage materials, elements or existence of any Hazardous Materials compounds that are contained in the ordinary course list of Tenant’s business in accordance with applicable laws hazardous substances adopted by the United States Environmental Protection Agency (the "EPA") and regulations. Tenant covenants that it will at all times complythe list of toxic pollutants designated by the United States Congress or the EPA and substances, and will cause each Leased Property to be in compliance withmaterials, in all material respects with each applicable Environmental Law. If asbestos elements or asbestos-containing materials are present in compounds affected by any other federal, state or local statute, law ordinance, code, rule regulation, order or decree now or at any Leased Property (“Asbestos”)time hereafter in effect regulating, relating to or imposing liability or standards of conduct concerning any hazardous, toxic, dangerous, restricted or otherwise regulated waste, substance or material, as now or at any time hereafter in effect. In no event shall Tenant shall: (i) preparehave any liability with respect to Hazardous Substances used, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and introduced or located on the Premises at any time by any person or entity except Tenant or any of its employees, officers, contractors, subcontractors, agents, invitees, subtenants, or assignees. Landlord shall provide a copy to Tenant copies of all environmental reports and studies obtained by Landlord in connection with its purchase of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release ofPremises, and shall remove any Hazardous Materialsallow Tenant reasonable access to the Premises prior to the Turnover Date in order that Tenant may conduct such environmental tests as Tenant may deem necessary. Landlord shall also make reasonable, whether existing prior togood faith efforts to cause the environmental indemnity provisions, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10if any, of this Leasethe purchase contract described in Section 19.22 hereof to include Tenant, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective its successors and assigns, officers, directors, shareholders, partners, members, affiliates, as indemnified parties and third party beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termsuch indemnity provisions.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Lease Agreement (Griffith Micro Science International Inc)
Hazardous Substances. (a) The term "Hazardous Substances", as used in this Lease shall mean pollutants, contaminants, or toxic or hazardous wastes, or any other substances, the use and/or the removal of which is required or the use of which is restricted, prohibited or penalized by any "Environmental Law", which term shall mean any federal, state or local law, ordinance or other statute of a governmental or quasi-governmental authority relating to pollution or protection of the environment. Tenant hereby agrees that it (A) no activity will be conducted on the Premises that will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Tenant's business activities (the "Permitted Activities") provided said Permitted Activities are conducted in accordance with all Environmental Laws; Tenant shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency in connection with any use of Hazardous Substances in the Premises by Tenant; (B) the Premises will not on, about, or under be used in any Leased Property, release, treat or dispose manner for the storage of any Hazardous Materials; but Substances except for the foregoing shall not prevent the use, temporary storage or existence of any Hazardous Materials such materials that are used in the ordinary course of Tenant’s 's business (the "Permitted Materials") provided such Permitted Materials are properly stored in accordance a manner and location meeting all Environmental Laws; Tenant shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency in connection with applicable laws and regulations. any use of Hazardous Substances in the Premises by Tenant; (C) no portion of the Premises will be used as a landfill or a dump; (D) Tenant covenants will not install any underground tanks of any type; (E) Tenant will not allow any surface or subsurface conditions to exist or come into existence that it constitute, or with the passage of time may constitute a public or private nuisance; (F) Tenant will at all times complynot permit any Hazardous Substances to be brought onto the Premises, except for the Permitted Materials described above, and will cause each Leased Property if so brought or found located thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. Landlord or Landlord's representative shall have the right but not the obligation to enter the Premises for the purpose of inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all Environmental Laws. Should it be reasonably determined, that said Permitted Materials are being improperly stored, used, or disposed of, then Tenant shall immediately take such corrective action as reasonably required. Should Tenant fail to take such corrective action within 24 hours, Landlord shall have the right to perform such work and Tenant shall promptly reimburse Landlord for any and all costs associated with said work. If at any time during or after the Lease Term, the Premises are found to be so contaminated or subject to said conditions due to any contamination of the Premises by Tenant, or Tenant's employees, contractors, or invitees, Tenant shall diligently institute proper and thoroughcleanup procedures at Tenant's sole cost, and Tenant agrees to indemnify, defend and hold harmless Landlord, its lenders, any managing agents and leasing agents of the Premises, and their respective agents, partners, officers, directors and employees, from all claims, demands, actions, liabilities, costs, expenses, damages (actual or punitive) and obligations of any nature arising from or as a result of the use of the Premises by Tenant. The foregoing indemnification and the responsibilities of Tenant shall survive the termination or expiration of this Lease. Landlord acknowledges that Tenant will use chemicals, supplies and equipment in compliance withconnection with Tenant's use of the Premises, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property typical to comparable office/warehouse/distribution center uses, (“Asbestos”such as, by way of example, but without limitation, industrial lubricants, batteries and battery chargers, cleaning agents, etc.), and, provided that Tenant shall: follows all applicable laws, such use shall not be considered a violation of the terms of this Lease. During the Lease Term, both Parties shall promptly provide the other Party with copies of all summons, citations, directives, information inquiries or requests, notices of potential responsibility, notices of violation or deficiency, orders or decrees, claims, complaints, investigations, judgments, letters, notice of environmental liens, and other communications, written or oral, actual or threatened, from the United States Environmental Protection Agency, Occupational Safety and Health Administration, the State of Indiana Environmental Protection Agency or other federal, state, or local agency or authority, or any other entity or individual, concerning (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, Substance and the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased PropertyPremises; (ii) the Release imposition of any lien on the Leased Premises, or threatened Release (iii) any alleged violation of or failure responsibility under any Environmental Law. Landlord shall provide to remove Tenant a copy of the Phase I Environmental Assessment dated and the associated Reliance Letter dated attached hereto and incorporated herein as Exhibit E. Within thirty (30) days after the expiration of the Lease Term, Tenant shall commission, at Tenant sole cost and expense, a new Phase I Environmental Assessment addressing the then current condition of the Premises, and within thirty (30) days thereafter Tenant shall provide to Landlord a copy of such new Phase I Environmental Assessment and any associated Reliance Letter (if applicable). To the best of Landlord's knowledge, neither Landlord nor any previous owner or otherwise remediateTenant, as required by this Paragraph 26released or discharged on, Hazardous Materials fromunder, on in, or to any Leased Property about the Premises, the Building, or any portion property adjacent thereto, or portions thereoftransported any Hazardous Substance to or from the Premises and/or the Building, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Termproperty adjacent thereto. Landlord shall not cause or knowingly permit the presence, whether use, generation, release, discharge, storage, or not arising out disposal of any Hazardous Substance on, under, in, or about, or in any manner connected with Tenant’s occupancy the transportation of any Leased Property during Hazardous Substance to or from the Initial Term Premises and/or the Building, or any extension or Renewal Term.
(c) The Tenant agrees that it will not install property adjacent thereto, in violation of any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlordapplicable laws. The Premises and/or the Building, or any property adjacent thereto, is not in violation of any Applicable Law. Tenant agrees that it will shall not store combustible be liable for the removal and/or disposal of any Hazardous Substance, including, without limitation, any Hazardous Substance used in the construction of the Premises and or flammable materials on any Leased Property except the Building which, now or in compliance with all applicable Environmental Lawsthe future, may violate Applicable Law (as hereinafter defined).
Appears in 1 contract
Sources: Lease Agreement (Guitar Center Inc)
Hazardous Substances. (a) The provisions set forth in this Section 6.09 are additional to and not in derogation or limitation or restriction in any manner of other provisions of this Lease that may have application with respect to Hazardous Substances or facts or matters concerning Hazardous Substances, except that in the event of a conflict between a provision of this Section 6.09 and another provision elsewhere in this Lease, the provision of this Section 6.09 shall govern.
(b) The Tenant agrees shall, at the Tenant’s sole cost and expense:
(i) assure that it will not onthere exists no act or omission by the Tenant or employee, aboutguest, invitee or under agent of the Tenant that (1) results in or contributes to any Leased Property, release, treat or dispose material violation of any Hazardous Materials; but Environmental Laws with respect to the foregoing shall not prevent the use, storage Premises or existence of (2) causes or permits any Hazardous Materials Substances whatsoever be brought upon or kept or used or stored or treated under, in, on or about the Premises in violation of Applicable Laws except the Hazardous Substances of such types and quantities as are reasonably and customarily used in the ordinary course of Tenant’s business in accordance with applicable laws and regulationsApplicable Laws shall be permitted. Notwithstanding the foregoing, the Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos shall not install or asbestos-containing materials are present in or at utilize underground storage tanks under any Leased Property (“Asbestos”), circumstances unless the Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy first obtains the written consent of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to in the progress and satisfaction of such O&M Plan, Landlord’s discretion;
(ii) prevent promptly notify the Landlord if the Tenant learns of or receives any Asbestos from becoming friable notice that Hazardous Substances have been disposed of or released under, in, on or about the Premises, or if the Tenant receives any claim, complaint, order, citation or notice by any governmental authority or third party with respect to any matter relating in any respect to Hazardous Substances (the Landlord agreeing, at the Landlord’s sole cost and if any Asbestos does become friableexpense, to likewise promptly notify the Tenant shall a▇▇▇▇ said Asbestos and dispose upon the Landlord’s knowledge of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, same); and
(iii) promptly notify the Landlord as to any liens threatened or attached against the Premises or against the Tenant’s leasehold interest under this Lease, which liens arise out of or relate in any manner to Hazardous Substances (the “Environmental Liens”). In the event that as a result of the Tenant’s failure to comply with all Section 6.09(b)(i) any Environmental Laws related to Asbestos and Lien is filed against the Premises or against the Tenant’s leasehold interest under this Lease, then the Tenant shall, within thirty (iv30) if days from the O&M Plan requires any remediationdate that the Environmental Lien is filed, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with any event prior to the O&M Plandate any governmental agency or other party commences proceedings to foreclose on such lien, either (1) pay the claim and remove the lien from the Premises and/or the leasehold interest of the Tenant under this Lease or (2) furnish security reasonably satisfactory to the Landlord in an amount sufficient to discharge the claim out of which the lien arises.
(bc) To As of the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring duringEffective Date, the Term on any Leased Property Landlord represents and whether or not arising out of or warrants to its knowledge that, except as set forth in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each LenderSection 14.15 herein, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands Development does not contain friable asbestos or judgments other Hazardous Substances of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs kind (including response and remedial costs), and liabilities, including, but not limited toto transformers containing PCBs), except, in the case of Hazardous Substances only and not asbestos, in commercially reasonable attorneys’ fees quantities for construction purposes and costs cleaning agents and other substances normally used in the construction, operation and maintenance of litigationoffice buildings and not prohibited by Applicable Laws, arising out all of which shall be stored, used and disposed of at the Landlord’s cost and without reimbursement from the Tenant in accordance with all Applicable Laws. During the Term of this Lease, the Landlord or employee, guest, invitee or agent of the Landlord shall not, within the Building or Building Land, store, use, or directly cause or permit the escape, disposal or release of any Hazardous Substances, in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) Applicable Laws and in the Release or threatened Release of or failure event such Applicable Laws require the Landlord to remove or otherwise remediate, as required by this Paragraph 26, remedy the existence of any friable asbestos or Hazardous Materials fromSubstances discovered in, on or under the Building or Building Land, the Landlord agrees to any Leased Property remove or any portion or portions thereofremedy the same, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or cost shall not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlordbe included as an Operating Expense. The Landlord shall indemnify and hold the Tenant agrees that it will not store combustible or flammable materials on harmless against any Leased Property except losses, damages, costs, liabilities and claims suffered by the Tenant in compliance connection with all applicable Environmental Lawsa breach by the Landlord of its obligations set forth in the immediately prior sentence.
Appears in 1 contract
Hazardous Substances. Section 7.2.1 of the Lease is deleted in its entirety and the following provision is substituted: Landlord and Tenant agree as follows with respect to the existence of use of "Hazardous Material" (as defined in paragraph (e)) on the Premises:
(a) Tenant agrees that it will not onLandlord hereby makes the following warranties to Tenant, about, or under any Leased Property, release, treat or dispose each of any Hazardous Materials; but which is made only to the foregoing shall not prevent best of Landlord's knowledge as of the use, storage or existence date of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shallthis Lease: (i) prepare, maintain and timely comply Landlord has not placed or allowed to be placed on the Premises any Hazardous Materials or otherwise violated any Environmental Laws with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as respect to the progress and satisfaction of such O&M Plan, Premises which violation remains unremedied; (ii) prevent Landlord has received no notice of, nor does Landlord have any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose knowledge of it at a properly licensed landfill in accordance with law as soon as practicable following placement of Hazardous Materials on the discovery thereof, Premises by third parties; (iii) comply with all Landlord has made no environmental assessments, audits, tests or sampling to ascertain if the Premises was previously contaminated by Hazardous Materials or the existence of violation of Environmental Laws related to Asbestos and Laws, nor does it have any knowledge of the existence of any such assessments, audits, tests or samplings; (iv) if Landlord has neither filed or been required to file any reports respecting Hazardous Materials with any Appropriate Authority; (v) Landlord has received no notice from any Appropriate Authority respecting Hazardous Materials on the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M PlanPremises.
(b) To The provisions of this Paragraph (b) shall only apply if (i) it is determined at any time by a court of competent jurisdiction that the extent required by Environmental Laws, Tenant shall respond to any release of, representations of Landlord contained in Paragraph (a) are not correct and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy that Landlord had actual knowledge of such Leased Property during incorrectness as of the Term. In addition to, and without limiting Paragraph 10, date of this Lease; or (ii) Landlord, Tenant its agents, employees or contractors (but not tenants of Landlord or their agents, employees or contractors) violate any Environmental Laws with respect to the Premises. If this Paragraph (b) applies because of an occurrence described in the immediately preceding sentence, then the following shall and hereby does agree apply:
(1) Landlord shall be responsible for all costs incurred in complying with all Environmental Laws which relate to defendthe occurrence in question; and,
(2) Landlord shall indemnify, indemnify defend and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, Tenant harmless from and against any and all causes of actionsclaims, suits, demands or judgments of any nature whatsoever, lossesjudgements, damages, penalties, expensesfines, costs, liabilities or losses (including, without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or after the Term from or in connection with the Hazardous Materials and the occurrence in question except for Tenant's lost profits or damages or loss to Tenant's business.
(c) Tenant shall (i) not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises by Tenant, its agents, employees, contractors or invitees, without the prior written consent of Landlord (which Landlord shall not unreasonably withhold as long as Tenant demonstrates to Landlord's reasonable satisfaction that such Hazardous Material is necessary or useful to Tenant's business and will be used, kept and stored in a manner that complies with all Environmental Laws regulating any such Hazardous Material so brought upon or used or kept in or about the Premises). If it is determined by a court of competent jurisdiction that Tenant has breached the obligations stated in the preceding sentence, or if the presence of Hazardous Material on the Premises caused or permitted by Tenant results in contamination of the Premises, the Building or the Center generally or if contamination of the Premises, the Building or the Center by Hazardous Material otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, costs judgements, damages, penalties, fines, costs, liabilities or losses (including response including, without limitation, diminution in value of the Premises, the Building and remedial costs)the Center generally, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Building or the Center generally, damages arising from any adverse impact on marketing of space in the Building, and liabilitiessums paid in settlement of claims, includingattorneys' fees, but not limited to, reasonable attorneys’ consultant fees and expert fees) which arise during or after the Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of litigationsite conditions or any cleanup, arising out remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Premises or the Center generally. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises caused or permitted by Tenant results in any manner connected with contamination of the Premises or the Center generally, Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Material to the Premises; provided that Landlord's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises or the Center generally.
(d) It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease otherwise permitted pursuant to Section 8 of the Lease if (i) the violation proposed transferee's anticipated use of any Environmental Law with respect to any Leased Property the Premises involves the generation, storage, use, treatment or any prior ownership disposal of any Leased PropertyHazardous Material; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as proposed transferee has been required by this Paragraph 26any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials from, on Material contaminating a property if the contamination resulted from such transferee's actions or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during use of the Initial Term or any Renewal Term, whether or not arising out of or property in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.question; or
Appears in 1 contract
Sources: Industrial Gross Lease Agreement (Asset Acceptance Capital Corp)
Hazardous Substances. The Sublessee represents, covenants and warrants to and in favor of the Lessee that:
(a) Tenant agrees that it will shall not allow any Hazardous Substances to be placed, held, located or disposed of on, aboutunder or at the Subleased Premises without the prior written consent of the Lessee, which consent may be arbitrarily or under unreasonably withheld;
(b) it shall not allow the Subleased Premises to be utilized in any Leased Property, release, treat or dispose manner in contravention of any applicable laws intended to protect the environment, including without limitation, laws respecting the disposal and emission of Hazardous Materials; but Substances;
(c) to the foregoing shall not prevent extent that Hazardous Substances are, with the useLessee’s consent, storage placed, held, located or existence disposed of any Hazardous Materials in on, under or at the ordinary course of Tenant’s business Subleased Premises in accordance with the terms hereof, the Sublessee shall:
(i) comply in all respects with all laws, ordinances, rules and regulations relating to the storage, transport, use or disposal of Hazardous Substance, including specifically, without limitation, the Environmental Protection and Enhancement Act (Alberta), as amended; and
(ii) at the request of the Lessee, provide evidence to the Lessee of compliance with all applicable laws and regulations. Tenant covenants that it will , such evidence to include inspection reports and such tests as the Lessee may reasonably require, all at the expense of the Sublessee;
(d) if any authority shall require the cleanup of any Hazardous Substances held, released, spilled, abandoned or placed upon the Subleased Premises or released into the environment by the Sublessee in the course of the Sublessee’s business or as a result of the Sublessee’s use or occupancy of the Subleased Premises, then the Sublessee shall at its own expense, prepare all times complynecessary studies, plans and will cause each Leased Property proposals and submit the same for approval, provide all bonds and other security required by applicable authorities and carry out and complete the work required, provide to be in compliance with, in all material respects the Lessee full information with each applicable Environmental Law. If asbestos respect to proposed plans and the status from time to time of its cleanup work and comply with the Lessee’s reasonable requirements with respect to such plans; and
(e) upon the expiration or asbestos-containing materials are present in early termination of the Term (or at any Leased Property (“Asbestos”extension thereof), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and the Sublessee at its sole expense shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos remove and dispose of it at a properly licensed landfill all Hazardous Substances and all storage tanks and other containers therefor in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related applicable environmental laws to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermLessee.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Sublease Agreement
Hazardous Substances. (a) No Tenant agrees that it will not Party shall store, place, generate, manufacture, refine, handle, or locate on, aboutin, under or under any Leased Propertyaround the Premises, release, treat the Building or dispose of Property any Hazardous Materials; but Substance (as hereinafter defined), except for storage, handling and use of reasonable quantities and types of cleaning fluids and office supplies in the foregoing shall not prevent the use, storage or existence of any Hazardous Materials Premises in the ordinary course and the prudent conduct of Tenant’s business in accordance with the Premises. Tenant agrees that (a) the storage, handling, use and disposal of such permitted Hazardous Substances must at all times conform to all applicable laws and regulations. Tenant covenants that it will at all times complyrequirements of public authorities and to applicable fire, safety and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain insurance requirements; and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required types and quantities of permitted Hazardous Substances which are stored in the Premises must be reasonable and appropriate to the nature and size of Tenant’s operation in the Premises and reasonable and appropriate for similar Class A office buildings in midtown Manhattan. In no event shall Tenant be liable for any consequential or special damages under this Section 10.6. Tenant agrees that in the event of Tenant’s breach of this paragraph an injunction and/or specific performance action may appropriately be brought by Environmental LawsLandlord; provided that, Tenant shall respond Landlord’s election to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether bring or not arising out of bring any such injunction and/or specific performance action shall in no way limit, waive, impair or hinder Landlord’s other remedies against Tenant. As used in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant the term “Hazardous Substance” shall mean and hereby does agree to defendinclude any chemical, indemnify and hold each Lendermaterial, element, compound, solution, mixture, substance or other matter of any kind whatsoever which is now or later designated, classified, listed or regulated under any law, statute, ordinance, rule, regulation, order or ruling of any agency of the State of New York, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against United States Government or any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilitieslocal governmental authority, including, but not limited towithout limitation, reasonable attorneys’ fees asbestos, petroleum, petroleum hydrocarbons and costs of litigationpetroleum based products, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediateurea formaldehyde foam insulation, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release polychlorinated biphenyls and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termfreon and other chlorofluorocarbons.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Office Lease (Epoch Holding Corp)
Hazardous Substances. a. Definition: As used herein, "Hazardous Substance" means ---------- any substance that is toxic, ignitable, reactive, or corrosive and is regulated by any local government, the State of Virginia, or the United States of America. "Hazardous Substance" includes any and all material or substances that are defined as "hazardous substance" pursuant to state, federal, or local governmental law. "Hazardous Substance" includes but is not restricted to asbestos, polychlorobiphenyls (a"PCBs"), and petroleum. b LANDLORD'S Covenants and Indemnification: LANDLORD ---------------------------------------- covenants that the leased premises shall be free of Hazardous Substances as of the commencement date of the term of this lease. LANDLORD agrees to indemnify and hold TENANT harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys' fees, consultant, and expert fees) Tenant agrees arising during or after the lease term from or in connection with the presence or suspected presence of Hazardous Substances in or on the leased premises unless the Hazardous Substances are present solely as a result of TENANT'S breach of the provisions of subparagraph c of this paragraph. Without limitation of the foregoing, this indemnification shall include any and all costs incurred due to any investigation of the leased premises or any cleanup, removal, or restoration mandated by a federal, state, or local agency or political subdivision unless the Hazardous Substances are present solely as a result of TENANT'S breach of the provisions of subparagraph c of this paragraph. This indemnification shall specifically include any and all costs due to Hazardous Substances that it will not onflow, aboutdiffuse, migrate, or percolate into, onto, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent leased premises after the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, term of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termlease commences.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. Lessee [or other occupant pursuant to any agreement authorizing mining] shall not keep on or about the premises any hazardous substances, as defined under 42 U.S.C. § 960104) or any other Federal environmental law, any regulated substance contained in or released from any underground storage tank, as defined by the Resource Conservation and Recovery Act, 42 U.S.C. § 6991, et seq. or any substances defined and regulated as “hazardous” by applicable State law, (ahereinafter, for the purposes of this Lease, collectively referred to as “Hazardous Substances”) Tenant agrees that it will not onunless such substances are reasonably necessary in Lessee’s mining operations, aboutand the use of such substances or tanks is noted and approved in the Lessee’s mining plan, and unless Lessee fully complies with all Federal, State and local laws, regulations, statutes, and ordinances, now in existence or as subsequently enacted or amended, governing Hazardous Substances. Lessee shall immediately notify Lessor, the Bureau of Land Management, the surface management agency, and any other Federal, State and local agency with jurisdiction over the Leased Premises, or under any Leased Propertycontamination thereon, release, treat of (i) all reportable spills or dispose releases of any Hazardous Materials; but Substance affecting the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M PlanPremises, (ii) prevent all failures to comply with any Asbestos from becoming friable and if any Asbestos does become friableapplicable Federal, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law state or local law, regulation or ordinance governing Hazardous Substances, as soon now enacted or as practicable following the discovery thereofsubsequently enacted or amended, (iii) comply with all Environmental Laws related to Asbestos and inspections of the Leased Premises by, or any correspondence, order, citations, or notifications from any regulatory entity concerning Hazardous Substances affecting the Leased Premises, (iv) if all regulatory orders or fines or all response or interim cleanup actions taken by or proposed to be taken by any government entity or private Party concerning the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M PlanLeased Premises.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Coal Mining Lease (Arch Coal Inc)
Hazardous Substances. (a) Tenant shall comply, at its sole expense, with all Laws relating to the protection of public health, safety and welfare and with all environmental Laws in the use, occupancy and operation of the Premises. Tenant agrees that it will not onno Hazardous Substances (as hereinafter defined) shall be used, aboutlocated, stored or under any Leased Property, release, treat processed on the Premises or dispose of any Hazardous Materials; but be brought into the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Building by Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: except for (i) prepare, maintain minor quantities of cleaning materials customary for office use and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable aerosol glue in quantities which are both safe and if any Asbestos does become friablereasonably necessary for Tenant’s normal use in its production room, Tenant shall a▇▇▇▇ said Asbestos provided that the foregoing are handled, stored and dispose disposed of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply compliance with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental applicable Laws, Tenant shall respond and subject to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out provisions of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, Section 6 of this Lease, . Tenant shall and hereby does agree to defend, indemnify and hold each Lender, further agrees that no Hazardous Substances will be released or discharged from the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs Premises (including response and remedial costs), and liabilities, including, but not limited to, reasonable ground water contamination), except that aerosol glue shall be vented directly from Tenant’s production room to the extent required by Law or by Landlord, and to the extent permitted by Law, by means of a venting system installed as part of the Tenant’s Work under the Workletter or pursuant to Section 14 of this Lease. The term “Hazardous Substances” shall mean and include all hazardous and toxic substances, waste or materials, any pollutant or contaminant, including, without limitation, PCB’s, asbestos and raw materials that include hazardous constituents or any other similar substances or materials that are now or hereafter included under or regulated by any environmental Laws or that would pose a health, safety or environmental hazard. In the event that Tenant is notified of any investigation or violation of any environmental Law arising from Tenant’s activities at the Premises, Tenant shall immediately deliver to Landlord a copy of such notice. In such event or in the event Landlord reasonably believes that a violation of environmental Law arising from Tenant’s activities exists, Landlord may conduct such tests and studies relating to compliance by Tenant with environmental Laws or the alleged presence of Hazardous Substances upon the Premises as Landlord deems desirable, all of which shall be completed at Tenant’s expense. Landlord’s inspection and testing rights are for Landlord’s own protection only, and Landlord has not, and shall not be deemed to have assumed any responsibility to Tenant or any other party for compliance with environmental Laws, as a result of the exercise, or non-exercise of such rights. Tenant shall indemnify, defend, protect and hold harmless Landlord, its constituent members, and their respective officers, directors, members, partners, agents, employees, successors and assigns (collectively, the “Landlord Parties”), from and against any and all loss, claim, expense, liability and cost (including attorneys’ fees and costs of litigation, fees) arising out of or in any manner connected with (i) way related to the violation presence of any Environmental Law with respect Hazardous Substance introduced to the Premises during the Term by Tenant or its employees, agents, servants, subtenants or contractors. Landlord agrees, as to any Leased Property or any prior ownership of any Leased Property; Hazardous Substances (iias now defined) existing in the Release or threatened Release of or failure Premises on the date hereof, to remove or otherwise remediate, as remediate such Hazardous Substances if and to the extent required by this Paragraph 26law, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release at Landlord’s sole cost and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termexpense.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Office Lease (EMAK Worldwide, Inc.)
Hazardous Substances. (a) a. Tenant agrees that it will not on, about, or under any the Leased PropertyPremises, releasemake, Release, store, transport, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business except in accordance with applicable laws and regulationsEnvironmental Laws. Tenant covenants represents and warrants that during the Term it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects comply with each applicable Environmental LawLaws. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”)Tenant represents and warrants that, Tenant shallas of the date hereof: (i) prepareto the best of Tenant’s knowledge, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy none of the O&M Plan Leased Premises, Tenant nor the operations conducted thereon is or has at any time been in violation of, or otherwise exposed to Landlord andany liability under, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, any Environmental Laws (other than past violations which have been fully resolved in accordance with Environmental Laws); (ii) prevent any Asbestos no underground storage tanks are located on, in or under the Leased Premises; (iii) to the best of Tenant’s knowledge, no Hazardous Materials have been handled, generated, stored, processed or disposed of on or Released or discharged from becoming friable and if any Asbestos does become friablethe Leased Premises (including underground contamination), Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill except in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all applicable Environmental Laws related to Asbestos and (other than past violations which have been fully resolved in accordance with Environmental Laws); (iv) if there is no pending, nor, to Tenant’s knowledge, threatened litigation arising under Environmental Laws affecting Tenant or the O&M Plan requires any remediationLeased Premises; and (v) to the best of Tenant’s knowledge, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation there has been completed satisfactorily no notice of any investigation or proceeding relating to Tenant or the Leased Premises which could result in any liability to Tenant, Landlord of the Leased Premises (including, but not limited to, any restrictions on the future use of the Leased Premises) arising under any Environmental Laws. The representations and in accordance with warranties hereunder shall survive the O&M PlanExpiration Date or any earlier termination of this Lease.
(b) b. To the extent required by applicable Environmental Laws, Tenant shall remove, respond to any release of, and shall remove or clean up any Hazardous Materials, Materials whether now or hereafter existing prior to, or occurring during, on the Term on any Leased Property Premises and whether or not arising out of or in any manner connected with Tenant’s occupancy of such the Leased Property Premises during the Term. In addition to, and without limiting Paragraph 10, 10 of this Lease, Tenant shall and hereby does agree to save, protect, defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, Indemnitees harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, Claims arising out of or in any manner connected with with: (i) the violation of any Environmental Law with respect to any the Leased Property Premises or any prior Tenant’s ownership of any the Leased PropertyPremises; (ii) the Release or the threatened Release of or failure to remove remove, respond to or otherwise remediate, clean up as required by this Paragraph 26, and any Hazardous Materials from(as defined herein) from the Leased Premises, on or to any Leased Property or any portion or portions thereofthereof or any adjacent or surrounding areas upon which such Hazardous Material have migrated, including any past or current Release and any Release or threatened release Release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any the Leased Property Premises during the Initial Term or any extension thereof. Notwithstanding the foregoing, nothing herein shall be construed to obligate Tenant to indemnify, defend and hold harmless any Indemnitee from and against any Claims to the extent that such Claims are imposed on or Renewal Termincurred (i) by such Indemnitee by reason of such Indemnitee’s willful misconduct or gross negligence, or (ii) with respect to any matter described in this Paragraph 26 which relates to events, acts or omissions first occurring or first existing (x) subsequent to the expiration or earlier termination of the Term and the vacating of the Leased Premises by the Tenant and any assignee or sublessee of Tenant, and (y) not caused by the acts or omissions of Tenant, any assignee or sublessee of Tenant or any Person claiming by or through Tenant, or the result of any events, conditions, acts or omissions occurring prior to the expiration or earlier termination of the Term and vacating of the Leased Premises by Tenant, any assignee or sublessee of Tenant and any Person claiming by or through Tenant.
(c) c. The Tenant agrees that it will not install any underground or above-ground storage tank at any the Leased Property Premises without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any the Leased Property Premises except in compliance accordance with all applicable Environmental Laws.
d. The obligations of Tenant under this Paragraph 26 shall survive any termination of the Lease.
Appears in 1 contract
Sources: Real Estate Sale Agreement (Axcelis Technologies Inc)
Hazardous Substances. (a) Tenant agrees The Borrower warrants and represents to the Lender that to the best of their knowledge and belief and based on environmental assessments of the Inventory commissioned by the Borrower, except to the extent disclosed to the Lender in environmental assessments or other writings or to the extent that it will would not onmaterially and adversely affect the use and marketability of any Inventory, aboutthe Inventory has not been and is not now being used as a storage facility for any "Hazardous Substances", nor has it been used in violation of any federal, state or local environmental law, ordinance or regulation, that no proceedings have been commenced, or under notice(s) received, concerning any Leased Property, release, treat or dispose alleged violation of any Hazardous Materials; but such environmental law, ordinance or regulation, and that the foregoing Inventory is free of hazardous or toxic substances and wastes, contaminants, oil, radioactive or other materials the removal of which is required or the maintenance of which is restricted, prohibited or penalized by any federal, state or local agency, authority or governmental unit except as set forth in the Site Assessments. The Borrower covenants that it shall neither permit any such materials to be brought on to the Inventory, nor shall it acquire real property to be added to the Loan Inventory upon which any such materials exist, except to the extent disclosed to the Lender in environmental assessments or other writings or to the extent that it would not prevent materially and adversely affect the use, storage or existence use and marketability of any Hazardous Materials in Inventory; and if such materials are so brought or found located thereon, such materials shall be immediately removed, with proper disposal, to the ordinary course of Tenant’s business in accordance with extent required by applicable laws environmental laws, ordinances and regulations, and all required environmental cleanup procedures shall be diligently undertaken pursuant to all such laws, ordinances and regulations. Tenant covenants The Borrower further represents and warrants that it the Borrower will at promptly transmit to the Lender copies of any citations, orders, notices or other material governmental or other communications received with respect to any hazardous materials, substances, wastes or other environmentally regulated substances affecting the Inventory. Notwithstanding the foregoing, there shall not be a default of this provision should the Borrower store or use minimal quantities of the aforesaid materials, provided that: such substances are of a type and are held only in a quantity normally used in connection with the construction, occupancy or operation of comparable buildings or residential developments (such as cleaning fluids and supplies normally used in the day to day operation of residential developments), such substances are being held, stored and used in complete and strict compliance with all times complyapplicable laws, regulations, ordinances and requirements, and will cause each Leased Property the indemnity set forth below shall always apply to such substances, and it shall continue to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy the responsibility of the O&M Plan Borrower to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with take all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily remedial actions required under and in accordance with this Agreement in the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond event of any unlawful release of any such substance. Borrower hereby agrees to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify Lender and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, Lender harmless from and against any and all causes of actionslosses, suitsliabilities, demands or judgments of any nature whatsoever, lossesincluding strict liability, damages, penaltiesinjuries, expenses, including reasonable attorneys' fees, claimscosts of any settlement or judgment and claims of any and every kind whatsoever paid incurred or suffered by, costs (including response and remedial costs)or asserted against, and liabilitiesLender by any person or entity or governmental agency for, including, but not limited with respect to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property as a direct or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.indirect result of,
Appears in 1 contract
Sources: Working Capital Line of Credit Agreement (Horton D R Inc /De/)
Hazardous Substances. (a) Tenant agrees Contractor shall transport and handle all Hazardous Substances that it will not on, about, Contractor or under any Leased Property, release, treat or dispose of any Hazardous Materials; but its Subcontractors brings to the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business Site in accordance with all applicable laws Environmental Laws. Contractor and regulationsits Subcontractors shall label Hazardous Substances that each brings to the Site and shall train their personnel in the safe usage and handling of such Hazardous Substances, including any training that is required by Applicable Law. Tenant covenants that it will at Contractor shall bear all times complycosts and expenses and shall be solely liable for any reporting, and will cause each Leased Property to be in compliance withresponse, removal, transportation, disposal, investigation, cleanup or other investigatory, remedial, or corrective action (in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present cases by licensed, insured, competent and professional contractors in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily safe manner and in accordance with Applicable Law) required by any Applicable Law, including Environmental Laws, as a result of any Hazardous Substances that are brought on, transported to, handled, treated, released, generated, disposed, discharged, used or stored on or at the O&M PlanSite by Contractor or any of its Subcontractors or any Person for whom any of them may be responsible. As between Owner and Contractor, Owner shall be liable (and shall arrange) for the reporting, response, removal, transportation, disposal, investigation, cleanup or other investigatory, remedial, or corrective action (in all cases by licensed, insured, competent and professional contractors in a safe manner and in accordance with Applicable Laws) required by any Applicable Law, including Environmental Laws, as a result of (i) any Hazardous Substances properly brought to the Site by Contractor or its Subcontractors in quantities reasonably necessary for the performance of the Work of which Owner had knowledge of the same and which were subsequently released or discharged by Owner (but only to the extent of such release or discharge by Owner or for any Person for whom Owner may be liable other than Contractor or its Subcontractors) or (ii) any Pre-Existing Hazardous Substances existing at the Site as of the Effective Date (except to and only to the extent Contractor, its Subcontractors or any Person for whom any of them may be responsible had knowledge of the same and subsequently released, discharged or exacerbated the same). Contractor shall not commence or continue any construction activities on any portion of the Site on, in or under which remedial actions related to such Hazardous Substances are to be (or are being) performed until such actions are to the point where Contractor’s construction activities will not interfere with such remedial actions. The terms and provisions of this Section 2.24 shall survive the expiration or termination of this Agreement.
(b) To Throughout performance of the extent required by Environmental LawsWork, Tenant Contractor and its Subcontractors shall respond conduct all operations in such a way as to minimize impact upon the natural environment and prevent any release of, or spread of contaminated or Hazardous Substances. In the event Contractor or its Subcontractors encounter at the Site any material reasonably believed to be contaminated or a Pre-Existing Hazardous Substance in such quantities or at such levels that may require investigation or remediation pursuant to Applicable Law and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out as a result of the performance of the Work, Contractor and its Subcontractors shall take reasonable precautions to avoid exacerbating any such material reasonably believed to be contaminated or a Pre-Existing Hazardous Substance and immediately stop work in the affected area and notify Owner of the condition. Pending receipt of written instructions from Owner, Contractor shall not resume Work in the affected area. If any manner connected with Tenantsuch Pre-Existing Hazardous Substance (or any such material reasonably believed to be contaminated or a Pre-Existing Hazardous Substance) that has not been disclosed in the Environmental Reports directly causes a demonstrated increase in Contractor’s occupancy of such Leased Property during cost to perform the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, Work or the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments time required for performance of any nature whatsoeverpart of the Work, losses, damages, penalties, expenses, fees, claims, costs (including response an equitable adjustment shall be made in the Contract Price and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermMilestone Schedule.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. (a) The term “Hazardous Substances”, as used in this Lease will mean pollutants, contaminants, toxic or hazardous wastes, or any other substances, the removal of which is required or the use of which is regulated, restricted, prohibited or penalized by any Environmental Law. Tenant hereby agrees that it (i) no activity will be conducted on the Premises that will produce any Hazardous Substances, except for such activities that are part of the ordinary course of Tenant’s business activities (“Permitted Activities”) provided the Permitted Activities are conducted in accordance with all Environmental Laws; (ii) the Premises will not on, about, or under be used in any Leased Property, release, treat or dispose manner for the storage of any Hazardous Materials; but the foregoing shall not prevent the use, Substances except for any temporary storage or existence of any Hazardous Materials such materials that are used in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“AsbestosPermitted Materials”), Tenant shall: (i) prepare, maintain provided such Permitted Materials are properly stored in a manner and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, location meeting all Environmental Laws; (iii) comply Tenant will not permit any Hazardous Substances to be brought onto the Premises, except for the Permitted Materials, and if so brought or found thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws related Laws. If any Hazardous Substance is discovered outside the Premises and Section Two Page 25 Landlord Initials: /s/ ONB such Hazardous Substance was brought into the Building or parking areas by Tenant or Tenant’s employees or contractors, Tenant, at Tenant’s sole cost and expense, will immediately take such action as is necessary to Asbestos detain the spread of and (iv) if remove the O&M Plan requires any remediationHazardous Substance to the satisfaction of Landlord. Landlord shall have access to, provide Landlord and Lender a right to perform inspections and tests of, the Premises to determine Tenant’s compliance with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, its obligations under this Section 21, or the environmental condition of the Premises. Such inspections and tests shall be at Landlord’s expense unless such inspections or tests reveal that Tenant has not complied with Environmental Laws, in which case Tenant shall respond to any release of, reimburse Landlord for the reasonable cost of such inspection and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out tests. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any manner connected with rights that Landlord holds against Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Lease Assignment & Assumption (Fulgent Genetics, Inc.)
Hazardous Substances. Borrower warrants, represents and agrees as follows:
(a) Tenant agrees that it will not onBorrower has had performed reasonable investigations, aboutstudies and tests as to any environmental contamination, liabilities or under any Leased Propertyproblems with respect to the Collateral, releaseincluding without limitation, treat the storage, disposal, presence, discharge or dispose release of any Hazardous Materials; but Substances at or with respect to the foregoing Collateral, copies of which have been provided to the Agent prior to the date hereof, and, except as otherwise set forth in the Mortgages, such investigations, studies, and tests have disclosed no Hazardous Substances or possible violations of any Environmental Laws.
(b) No personal or real property owned by Borrower or any of its Subsidiaries is subject to any private or governmental Lien, or to the best of Borrower's knowledge judicial or administrative notice or action relating to Hazardous Substances or environmental problems, impairments or liabilities with respect to such property or the direct or indirect violation of any Environmental Laws, in each case which could have a material adverse effect on the business, properties, financial position, results of operations or prospects of Borrower, Holdings I, CBL Properties, Inc. and their respective Subsidiaries other than a material adverse effect which Borrower has fully disclosed to the Agent unless the Agent notifies Borrower that Agent has determined that such material adverse effect is likely to result in a future Default or Event of Default under any covenant set forth in Section 8 hereof;
(c) Except as disclosed in the Mortgages, no Hazardous Substances are located on or have been stored, processed or disposed of on or released or discharged from (including ground water contamination) the Collateral and no above or underground storage tanks exist on the Collateral. Borrower shall not prevent the useallow, storage or existence of and shall not permit its Subsidiaries to allow, any Hazardous Materials Substances to be stored, located, discharged, possessed, managed, processed or otherwise handled on any of their properties or the Collateral other than small quantities which are utilized in the ordinary course of Tenant’s business of such properties, and which are used and disposed of in accordance with applicable laws a lawful manner, and regulations. Tenant covenants that it will at all times shall comply, and will cause each Leased Property said Subsidiaries to be in compliance withcomply, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if affecting such properties or the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M PlanCollateral.
(bd) To the extent required by Environmental Laws, Tenant Borrower shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out immediately notify Agent should Borrower become aware of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the existence of any Hazardous Substance in, on or beneath any of its properties or the properties of its Subsidiaries in violation of any Environmental Law, or any other violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; such properties, (ii) the Release any "release" or threatened Release "release" (as defined in CERCLA and rules and regulations promulgated thereunder) of any Hazardous Substances on or failure from the Collateral or any other real property owned by Borrower or any of its Subsidiaries, or (iii) any Lien, action, or notice of the nature described in subparagraph (b) above, in each case which could have a material adverse effect on the business, properties, financial position, results of operations or prospects of Borrower, Holdings I, CBL Properties, Inc. and their respective Subsidiaries other than a material adverse effect which Borrower has fully disclosed to remove the Agent unless the Agent notifies Borrower that Agent has determined that such material adverse effect is likely to result in a future Default or otherwise remediateEvent of Default under any covenant set forth in Section 8 hereof. Upon the occurrence of any such event, Borrower shall, and shall cause its Subsidiaries, at its or such Subsidiary's own cost and expense, take all actions as shall be necessary or advisable for the clean-up of any such property including all removal, containment and remedial actions to the extent required by this Paragraph 26applicable Environmental Laws, Hazardous Materials fromand shall further pay or cause to be paid at no expense to Agent and other Lenders all clean-up, on administrative, and enforcement costs of applicable government agencies asserted against such property or the owner thereof. All costs, including, without limitation, those costs set forth above, damages, liabilities, losses, claims, expenses (including reasonable attorneys' fees actually incurred and disbursements) which are incurred by Agent (except to any Leased Property the extent resulting from the gross negligence or any portion or portions thereofwillful misconduct of Agent), including any past or current Release and any Release or threatened release during without requirement of waiting for the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy ultimate outcome of any Leased Property during other proceeding, shall be paid by Borrower to Agent as incurred within ten (10) days after notice from Agent itemizing the Initial Term or any extension or Renewal Termamounts incurred to the date of such notice.
(ce) The Tenant agrees that it will not install any underground Upon reasonable prior notice to Borrower, and subject to the rights of tenants, Agent or above-ground storage tank at any Leased Property without specific, prior written approval its representatives may from time to time (whether before or after the Landlord. The Tenant agrees that it will not store combustible commencement of a nonjudicial or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.judicial
Appears in 1 contract
Hazardous Substances. If, at any time during the Extended Term, the common areas of the Building or the Leased Premises shall be found to contain asbestos, or asbestos-containing materials, or other hazardous materials or hazardous substances in violation of applicable federal, state or local laws, Lessor shall remove or cause the removal of (aor otherwise treat or ▇▇▇▇▇ in accordance with all applicable laws) Tenant agrees that it such asbestos, or asbestos-containing materials, hazardous HomeStreet Bank / USLLC Twenty-First Amendment to Lease materials or hazardous substances in accordance with the requirements of such laws, and Lessor shall indemnify and defend Lessee, its successors, assigns, agents, officers, employees and contractors from the existence, removal, and/or abatement thereof. Lessor has received no notice from any state or federal agency concerning the presence of asbestos, asbestos-containing materials, hazardous materials or toxic waste in violation of applicable laws. In the event Lessor receives any such notice during the Lease Term or any extension or renewal thereof, Lessor shall promptly provide Lessee with a copy of such notice. The foregoing obligations of Lessor shall not apply with respect to any asbestos, asbestos-containing materials, hazardous materials or hazardous substances placed in the Leased Premises or elsewhere in the Building by Lessee or its agents, employees, or contractors. Lessee shall not cause the Leased Premises or other portions of the Building to contain asbestos, asbestos-containing materials, hazardous materials, or hazardous substances in violation of such laws and Lessee shall remove or cause the removal or abatement of any such asbestos, asbestos-containing materials, hazardous materials or hazardous substances placed upon the Leased Premises by Lessee or its agents, employees, or contractors in accordance with the requirements of such laws. Hazardous substance or materials will not on, about, include cleaning solutions or under any Leased Property, release, treat other chemicals or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials materials used in the ordinary course of TenantLessee’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Planbusiness.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Lease (HomeStreet, Inc.)
Hazardous Substances. (a) Except for any ordinary and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials (some or all of which may constitute “Hazardous Materials” as defined in this Lease), Tenant agrees that it will not to cause or permit any Hazardous Materials to be brought upon, stored, used, handled, generated, released or disposed of on, aboutin, under or about the Demised Premises, the Land, the Buildings, the Common Areas or any other portion of the Project by Tenant, its agents, employees, subtenants, assignees, licensees, contractors or invitees (collectively, “Tenant’s Parties”), without the prior written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion. In the event of any release of Hazardous Materials caused or permitted by Tenant or any of Tenant’s Parties, Landlord shall have the right, but not the obligation, to cause Tenant to immediately take all steps Landlord deems necessary or appropriate to remediate such release and prevent any similar future release to the satisfaction of Landlord and Landlord’s mortgagee(s). Subject to Section 4.3(e), Tenant shall at all times and in all respects comply with all federal, state and local laws, ordinances and regulations (“Hazardous Materials Laws”) relating to the industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, disposal or transportation of any oil, flammable explosives, asbestos, urea formaldehyde, polychlorinated biphenyls, radioactive materials or waste, or other hazardous, toxic, contaminated or polluting materials, substances or wastes, including without limitation any “hazardous substances,” “hazardous wastes,” “hazardous materials” or toxic substances” under any Leased Propertysuch laws, releaseordinances or regulations (collectively, treat or dispose “Hazardous Materials”) at the Demised Premises.
(b) Subject to Section 4.3(e), Tenant shall at its own expense procure (other than a certificate of occupancy), maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for Tenant’s use of the Demised Premises for any permitted uses other than general office purposes, including, without limitation, discharge of (appropriately treated) materials or waste into or through any sanitary sewer system serving the Demised Premises. Tenant shall in all respects handle, treat, deal with and manage any and all Hazardous Materials in, on, under or about the Demised Premises in complete conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding the management of such Hazardous Materials; but . Upon expiration or earlier termination of this Lease and subject to Section 4.3(e), Tenant shall cause all Hazardous Materials (as defined in 22 CCR 66261.3) caused or permitted by Tenant or any of the foregoing shall not prevent Tenant Parties to be removed from the Demised Premises and transported for use, storage or existence disposal in accordance with and in complete compliance with all applicable Hazardous Materials Laws. Tenant shall not take any remedial action in response to the presence of any Hazardous Materials in, on, about or under the Demised Premises or in any Improvements situated on the Land other than in the ordinary normal course of Tenant’s business operations as now contemplated in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos Hazardous Materials Laws or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill necessitated by emergency considerations in accordance with law as soon as practicable following the discovery thereofall applicable Hazardous Materials Laws, (iii) comply with all Environmental Laws related nor enter into any settlement agreement, consent decree or other compromise in respect to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and claims relating to any Hazardous Materials in accordance any way connected with the O&M Plan.
(b) To Demised Premises or the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, Improvements on the Term on any Leased Property and whether or not arising out Land without first notifying Landlord of or in any manner connected with Tenant’s occupancy of such Leased Property during the Termintention to do so and affording Landlord ample opportunity to appear, intervene or otherwise appropriately assert and protect Landlord’s interest with respect thereto. In addition toaddition, and without limiting Paragraph 10at Landlord’s request, at the expiration of the term of this Lease, Tenant shall remove all tanks or fixtures which were placed on the Demised Premises by Tenant or any of the Tenant Parties during the term of this Lease and hereby does agree which contain, have contained or are contaminated with Hazardous Materials.
(c) Tenant shall immediately notify Landlord in writing of (i) any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to defendany Hazardous Materials Laws of which Tenant has actual knowledge; (ii) any claim of which Tenant has actual knowledge made or threatened by any person against Landlord or the Demised Premises relating to damage, indemnify contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iii) any non-routine reports made to any environmental agency arising out of or in connection with any Hazardous Materials in, on or about the Demised Premises or with respect to any Hazardous Materials removed from the Demised Premises, including any complaints, notices, warnings, reports or asserted violations in connection therewith. Tenant shall also provide to Landlord, as promptly as possible, and in any event within five (5) business days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations from any governmental agency of any Hazardous Materials Laws relating in any way to the Demised Premises or Tenant’s use thereof. Upon written request of Landlord (to enable Landlord to defend itself from any claim or charge related to any Hazardous Materials Laws), Tenant shall promptly deliver to Landlord notices of hazardous waste manifests, if any, reflecting the legal and proper disposal of all such Hazardous Materials caused or permitted by Tenant or the Tenant Parties removed from the Demised Premises. Subject to Section 4.3(e), all such manifests, if any, relating to Hazardous Materials caused or permitted by Tenant or any of the Tenant Parties shall list the Tenant or its agent as a responsible party and in no way shall attribute responsibility for any such Hazardous Materials caused or permitted by Tenant or the Tenant Parties to Landlord.
(d) Subject to Section 4.3(e), Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord), protect and hold Landlord and each Lender, the Trustee and of Landlord, their respective successors and assigns, ’s officers, directors, shareholders, partners, membersshareholders, affiliates, beneficiaries and employees, agents, attorneys, successors and assigns free and harmless from and against any and all causes of actionsclaims, suits, demands or judgments of any nature whatsoever, lossesliabilities, damages, costs, penalties, expensesforfeitures, fees, claims, costs losses or expenses (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of fees) for death or in any manner connected with (i) the violation of any Environmental Law with respect injury to any Leased Property person or damage to any prior ownership property whatsoever (including water tables and atmosphere) to the extent arising or resulting from the presence or discharge of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials fromin, on on, under, upon or from the Demised Premises or the Improvements located thereon or from the transportation or disposal of Hazardous Materials to any Leased Property or any portion from the Demised Premises to the extent such Hazardous Materials are present as the result of acts of Tenant, its officers, agents or portions thereofemployees, including any past contractors or current Release and any Release or threatened release during the Initial Term or any Renewal Term, subcontractors (whether or not arising out they are negligent, intentional, willful or unlawful). Subject to Section 4.3(e), Tenant’s obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repairs, clean-up or detoxification or decontamination of the Demised Premises or the Improvements, and the presence and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration of or in any manner connected with Tenant’s occupancy early termination of any Leased Property during the Initial Term or any extension or Renewal Termterm of this Lease.
(ce) Landlord represents and warrants that as of the date of this Lease there are, and as of the Commencement Date there will be, no Hazardous Materials present on the Demised Premises other than an as required for the normal operation of the Demised Premises and in accordance with all Hazardous Materials Laws. Landlord shall indemnify, defend (with counsel reasonably acceptable to Tenant), protect and hold Tenant and each of Tenant’s officers, directors, partners, shareholders, affiliates, employees, agents, attorneys, successors and assigns free and harmless from and against any and all claims, liabilities, damages, costs, penalties, forfeitures, losses or expenses (including attorneys’ fees) for death or injury to any person or damage to any property whatsoever (including water tables and atmosphere) arising or resulting in whole or in part, directly or indirectly, from the presence of Hazardous Materials in, on, under, upon or from the Demised Premises or the Project unless such Hazardous Materials are present as the result of the acts of Tenant, its officers, employees or agents. For purposes of the indemnity provided herein, any act or omission of Landlord or its agents, employees, contractors or subcontractors (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Landlord. Landlord’s obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repairs, clean-up or detoxification or decontamination of the Demised Premises or the Project, and the presence and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration of or early termination of the term of this Lease.
(f) The obligations of Landlord and Tenant agrees that it will not install any underground under this Section 4.3 shall survive the expiration or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Lawsearlier termination of this Lease.
Appears in 1 contract
Sources: Lease Agreement (American Residential Investment Trust Inc)
Hazardous Substances. (a) 1. Tenant agrees that it will not onshall not, aboutwithout Landlord’s prior written consent, which may be given or under any Leased withheld in Landlord’s sole discretion, keep on or around the Premises, Building or Property, releasefor use, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the usedisposal, treatment, generation, storage or existence of sale, any substances designed as, or containing components designated as, a “hazardous substance,” “hazardous material,” hazardous waste,” “regulated substance” or “toxic substance” by applicable Law (collectively referred to as “Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“AsbestosSubstances”). With respect to any such Hazardous Substances, Tenant shall: (i) preparecomply promptly, maintain timely and timely comply completely with an asbestos operations all Laws for reporting, keeping and maintenance plan (an “O&M Plan”) submitting manifests, and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress obtaining and satisfaction of such O&M Plan, keeping current identification numbers; (ii) prevent any Asbestos from becoming friable submit to Landlord true and if any Asbestos does become friablecorrect copies of all reports, Tenant shall a▇▇▇▇ said Asbestos manifests and dispose of it identification numbers at a properly licensed landfill in accordance with law the same time as soon as practicable following they are required to be and/or are submitted to the discovery thereof, appropriate governmental authorities; (iii) within five (5) days of Landlord’s request, submit written reports to Landlord regarding Tenant’s use, storage, treatment, transportation, generation, disposal or sale of Hazardous Substances and provide evidence satisfactory to Landlord of Tenant’s compliance with all applicable Laws; (iv) allow Landlord or Landlord’s agent or representative to come on the Premises at all times to check Tenant’s compliance with all applicable Laws; (v) comply with minimum levels, standards or other performance standards or requirements which may be set forth or established for certain Hazardous Substances (if minimum standards or levels are applicable to Hazardous Substances present on the Premises, such levels or standards shall be established by an on-site inspection by the appropriate governmental authorities and shall be set forth in an addendum to this Lease); and (vi) comply with all Environmental applicable Laws related to Asbestos regarding the proper and (iv) if the O&M Plan requires any remediationlawful use, provide sale, transportation, generation, treatment and disposal of Hazardous Substances.
2. Any and all costs incurred by Landlord and Lender associated with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out Landlord’s monitoring of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition tocompliance with this Section 29, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and including Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable ’s attorneys’ fees and costs of litigationcosts, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect shall be additional Rent and shall be due and payable to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required Landlord immediately upon demand by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermLandlord.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Office Lease (Visualant Inc)
Hazardous Substances. (a) Tenant agrees
33.1 Lessor represents to Lessee, to the best of its knowledge, that it will not as of the commencement date of this Lease there are no Hazardous Substances in, on, aboutor about the Premises.
33.2 Neither Lessee, any of Lessee’s agents nor any other person shall store, place, generate, manufacture, refine, handle, or locate on, in, under any Leased Property, release, treat or dispose of around the Premises any Hazardous Materials; but Substance, except for storage, handling and use of reasonable quantities and types of cleaning fluids and office supplies on the foregoing shall not prevent the use, storage or existence of any Hazardous Materials Premises in the ordinary course and the prudent conduct of Tenant▇▇▇▇▇▇’s business in accordance with applicable laws and regulationson the Premises. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇▇▇ said Asbestos agrees that
(a) the storage, handling and dispose use of it such permitted Hazardous Substances must at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereofall times conform to all Governmental Requirements and to applicable fire, (iii) comply with all Environmental Laws related to Asbestos safety and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
insurance requirements; (b) To the extent required by Environmental Lawstypes and quantities of permitted Hazardous Substances which are stored in the Premises must be reasonable and appropriate to the nature and size of Lessee’s operation on the Premises and reasonable and appropriate for the same or similar use and in the same market area as the Premises; and (c) no Hazardous Substance shall be spilled or disposed of on, Tenant in, under or around the Premises or otherwise discharged from the Premises or any area adjacent to the Premises. In no event will Lessee be permitted to store, handle or use on, in, under or around the Premises any Hazardous Substance which will increase the rate of fire or extended coverage insurance on the Premises, nor any substance that could be discharged into the adjacent waterway unless: (1) such Hazardous Substance and the expected rate increase have been specifically disclosed in writing to Lessor; (2) Lessee has agreed in writing to pay any rate increase related to each such Hazardous Substance; and (3) Lessor has approved in writing each such Hazardous Substance, which approval shall respond be subject to any release of▇▇▇▇▇▇’s discretion.
33.3 Lessee shall indemnify, defend, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property hold harmless Lessor and whether or not arising out of or in any manner connected with Tenant▇▇▇▇▇▇’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless agents from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, Claims arising out of or in any manner connected with (i) the violation breach of any Environmental Law with respect provision of this paragraph, which expenses shall also include laboratory testing fees, personal injury claims, clean-up costs and environmental consultants’ fees. ▇▇▇▇▇▇ agrees that Lessor may be irreparably harmed by ▇▇▇▇▇▇’s breach of this paragraph and that a specific performance action may appropriately be brought by ▇▇▇▇▇▇; provided that, ▇▇▇▇▇▇’s election to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether bring or not arising out of bring any such specific performance action shall in no way limit, waive, impair or in any manner connected with Tenanthinder ▇▇▇▇▇▇’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termother remedies against ▇▇▇▇▇▇.
(c) The Tenant agrees that it will not install 33.4 As of the execution date of this Lease, Lessee represents and warrants to Lessor that, except as otherwise disclosed by Lessee to Lessor, ▇▇▇▇▇▇ has no intent to bring any underground Hazardous Substances on, in or above-ground storage tank at any Leased Property without specific, prior written approval from under the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property Premises except for the type and quantities authorized in compliance with all applicable Environmental Lawssubparagraph 33.2.
Appears in 1 contract
Sources: Lease Agreement
Hazardous Substances. (a) Tenant agrees that it will not on, about, So long as Borrower owns or under any Leased is in possession of the Property, releaseBorrower and Operating Lessee shall (i) keep the Property free from Hazardous Substances (except such customary types and quantities thereof that are used, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws handled and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be stored in compliance with, in all material respects with each applicable all Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Laws for the normal operation of the Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”as hotels) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Planin compliance with all Environmental Laws, (ii) prevent any Asbestos from becoming friable and promptly notify Lender if any Asbestos does Borrower or Operating Lessee shall become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, aware that (iiiA) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, Substance is on or occurring during, near the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with other than Hazardous Substances permitted under subsection (i) above), (B) the Property is in violation of any Environmental Law with respect Laws or (C) any condition on or near the Property might pose a threat to any Leased Property the health, safety or any prior ownership welfare of any Leased Property; humans and (iiiii) the Release remove such Hazardous Substances or threatened Release of cure such violations or failure to remove or otherwise remediatesuch threats, as applicable, as required by this Paragraph 26law (or as shall be required by Lender in the case of removal which is not required by law, Hazardous Materials frombut in response to the opinion of a licensed hydrogeologist, licensed environmental engineer or other qualified environmental consulting firm engaged by Lender (“Lender’s Consultant”) is required), promptly after Borrower or Operating Lessee becomes aware of same, at Borrower’s sole expense. Any removal, remediation or cure of any violation relating to Toxic Mold shall include, without limitation, all acts required to clean and disinfect any portions of the Property affected by Toxic Mold and to eliminate the source(s) of Toxic Mold in or on or to any Leased Property or any portion or portions thereofthe Property, including providing any past necessary moisture control systems at the Property. Nothing herein shall prevent Borrower or current Release and Operating Lessee from recovering such expenses from any Release other party that may be liable for such removal, remediation or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlordcure. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.Monitoring
Appears in 1 contract
Hazardous Substances. Tenant shall not cause or permit any Hazardous Substances (being hazardous or toxic substances, materials, or wastes as defined or established from time to time by applicable local, state, or federal ordinances, statutes, or regulations) to be brought upon, or kept or used in or about the Premises, the Building/s or the Center by Tenant, its agents, employees, contractors, or invitees, unless (a) Tenant agrees that it will not on, about, or such Hazardous Substances are necessary for Tenant's business (as such business is a permitted use under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times complySection 6.10 above), and will cause each Leased Property to be in compliance with(b) Tenant first obtains the written consent of Landlord. Whether or not Landlord has given such consent, in all material respects with each applicable Environmental Law. If asbestos if a release of such Hazardous Substances occurs (whether caused by Tenant or asbestos-containing materials are present in or at any Leased Property (“Asbestos”not), Tenant shallshall immediately notify Landlord, and as to any such release that has been caused or permitted by Tenant: (i) prepare, maintain Tenant shall immediately and timely comply entirely remove such released Hazardous Substance/s in a manner fully in compliance with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as all laws pertaining to the progress removal and satisfaction of such O&M Plan, storage or deposit thereof; and (ii) prevent Tenant hereby agrees to indemnify and hold Landlord harmless as provided in Section 7.3 below, as a result of (a) Tenant's failure or delay in properly complying with any Asbestos from becoming friable and if any Asbestos does become friablelaw, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill order, rule, or regulation, or other requirements referred to in accordance with law as soon as practicable following the discovery thereofSection 6.10 above, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
or (b) To any adverse effect which results from the extent required by Environmental Laws, Tenant shall respond to any release presence of, and shall remove discharge of, or release of any Hazardous MaterialsSubstances in, whether existing prior toabout or from the Premises, the Building/s, the Center, or occurring during, any Common Areas. This indemnification by Tenant of Landlord shall survive the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, termination of this Lease. Further, upon reasonable evidence that a release of a hazardous substance has occurred, Tenant shall shall, upon Landlord's demand and hereby does agree at Tenant's sole expense, demonstrate to defendLandlord (through such tests, indemnify professional inspections, sampling or otherwise as is, in Landlord's sole judgment, sufficient for the purpose) that Tenant has fully and hold each Lendercompletely removed, cleaned up, detoxified or de-contaminated any releases or discharges of Hazardous Substances in or upon the Trustee Premises, Building/s, Center, or Common Areas. Landlord warrants that as of the date of execution hereof and Landlordto the best of its knowledge, their respective successors there are no hazardous substances stored on or within the Premises and assignsBuilding, officers, directors, shareholders, partners, members, affiliates, beneficiaries utilized in the construction of the Premises and employees, harmless from Building or existing in the Premises and against any and all causes of actions, suits, demands or judgments Building that would constitute a violation of any nature whatsoeverapplicable law, losses, damages, penalties, expenses, fees, claims, costs code or ordinance. Tenant shall be responsible for causing the Premises to at all times be in compliance with the terms and regulations of the Americans with Disabilities Act of 1991 (including response and remedial coststhe "ADA"), and liabilities, including, but not limited to, reasonable attorneys’ fees the design and costs of litigation, arising out of or in any manner connected with (i) the violation installation of any Environmental Law improvements, additions or alterations to the Premises. Furthermore, Tenant shall operate the Premises at all times and its business thereon in a manner to comply with respect the ADA. Landlord reserves the right to any Leased Property or any prior ownership of any Leased Property; (ii) hereafter modify, from time to time, the Release or threatened Release of or failure policies, practices, rules regulations and procedures applicable to remove or otherwise remediatethe Premises, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected extent necessary to comply with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermADA.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will not on, aboutAll operations or activities upon, or under any Leased use or occupancy of the Property, releaseor any portion thereof, treat by Tenant, or dispose any agent, contractor, employee or subtenant of any Hazardous Materials; but the foregoing Tenant shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to during the Term be in all respects in strict compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response Local Requirements and remedial costs), and liabilitiesInsurance Requirements relating to Hazardous Substances, including, but not limited to, reasonable attorneys’ fees the discharge and removal of Hazardous Substances. Tenant will keep the Property free and clear of all Hazardous Substances other than those Hazardous Substances which are necessary for the operation of the Facility (which Hazardous Substances shall be handled, used and disposed of in strict compliance with the Legal Requirements and Insurance Requirements) and Tenant shall pay all costs required properly to use, handle and dispose of litigation, arising out of or in any manner connected with (i) all Hazardous Substance and shall keep the violation Property free and clear of any Environmental Law lien relating, to Hazardous Substances which may be imposed pursuant to the Legal Requirements and Insurance Requirements. Neither Tenant, nor any agent, contractor, employee or subtenant of Tenant shall allow the manufacture, storage, voluntary transmission or presence of any Hazardous Substances over or upon the Property (except in strict compliance with the Legal Requirements and Insurance Requirements). Landlord shall have the right at any time with notice to Tenant to conduct an environmental audit of the Property and Tenant shall cooperate in the conduct of such environmental audit. Furthermore, neither Tenant, nor any agent, contractor, employee or any subtenant of Tenant shall install or permit to be installed in or on the Property friable asbestos or any substance containing, asbestos or similarly deemed hazardous by governmental authorities or the Legal Requirements respecting such materials, and with respect to any Leased Property such materials currently present in the Property, shall promptly either, subject to the terms of the letter agreement of even date herewith between Landlord and Tenant, (x) remove any material which such Legal Requirements deem hazardous and require be removed, at its sole cost and expense, or (y) otherwise comply with the Legal Requirements. Tenant shall promptly notify Landlord in writing of any order, receipt of any notice of violation or noncompliance with any applicable law, rule, regulation, standard or order, any threatened or pending action by any regulatory agency or other governmental authority or any prior ownership of claims made by any Leased Property; (ii) the Release or threatened Release of or failure third party relating to remove or otherwise remediateHazardous Substances on, as required by this Paragraph 26, Hazardous Materials from, emanations on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.from,
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees a. By its signature on this Lease, Lessee acknowledges that it will accepts the Premises in its “AS-IS, WHERE IS” condition. Notwithstanding the foregoing acceptance of the Premises in its “AS-IS, WHERE IS” condition, in no event shall Lessee be responsible for any Hazardous Substances or Environmental Conditions upon or affecting the Property that were not oncaused by Lessee.
b. Lessee covenants with Lessor to generate and store Hazardous Substances at the Premises only in amounts as are incident to and necessary for the normal operation of Lessee as permitted by this Lease, aboutto comply with all obligations imposed by applicable law, rules, regulations, or under any Leased Property, release, treat or dispose requirements of any governmental authority regarding such generation and storage of Hazardous Materials; but Substances, to prohibit any generation, storage, or disposal of Hazardous Substances at the foregoing shall not prevent Premises except as permitted above, to deliver promptly to Lessor true and complete copies of all notices received by Lessee from any governmental authority with respect to the usegeneration, storage or existence disposal by Lessee of Hazardous Substances, to promptly notify Lessor of any spills or accidents involving a Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times complySubstance, and will cause each Leased Property to permit reasonable entry onto the Premises by Lessor for verification of Lessee’s compliance with this covenant. Lessee shall install and maintain a self-contained system for collecting, retaining and disposing of Hazardous Substances and shall not allow any Hazardous Substances to enter subsurface soils or to be in compliance with, in all material respects with each applicable discharged into any sanitary or storm sewer system. Lessee agrees to utilize only transporters approved by the Environmental LawProtection Agency and State of Colorado to deliver and remove Hazardous Substances from the Premises. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan Lessee also agrees to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless defend Lessor (with legal counsel reasonably acceptable to Lessor) from and against any and all causes of actionscosts, suitsfees or expenses (including, demands or judgments of any nature whatsoeverwithout limitation, losses, damages, penalties, clean-up expenses, fees, claims, costs (including response third party claims and remedial costs)environmental impairment expenses, and liabilities, including, but not limited to, reasonable attorneys’ fees and costs expenses) incurred by Lessor in connection with Lessor’s generation, storage or disposal of litigation, arising out Hazardous Substances. This indemnification by Lessee shall survive the termination or expiration of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermLease.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will A. Contractor shall not oncause Hazardous Substances to be brought upon or used in or about the Project Site and/or any other property owned, aboutleased, controlled or under any Leased the jurisdiction of Township (hereafter, the “Owner's Property”) by Contractor, releaseits employees, treat or dispose subcontractors of any Hazardous Materials; but the foregoing shall not prevent the usetier, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times complysuppliers, and will cause each Leased Property to anyone for whose acts and/or omissions for whom Contractor may be in compliance withliable (hereafter, in all material respects with each applicable Environmental Lawcollectively, the “Contractor’s Agents”). If asbestos the presence of Hazardous Substances brought upon or asbestos-containing materials are present used in or at about any Leased of the Owner's Property (“Asbestos”)by or on behalf of Contractor or Contractor's Agents in violation of this Paragraph, Tenant shall: (i) prepareresults in contamination of the said property, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) Contractor shall pay for all actual costs of clean up and shall provide a copy of the O&M Plan to Landlord andindemnify, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release ofhold harmless, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, defend the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from Indemnified Parties (described above) and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs demands, expenses (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees fees), costs, fines, penalties, and other liabilities of any and every kind and nature, including, but not limited to, costs and expenses incurred in connection with any clean-up, remediation, removal, or restoration work required by any federal, state or local governmental authority because of litigationthe presence of any such Hazardous Substances on or about said property. Contractor's indemnification obligations and duties hereunder shall survive the termination and/or expiration of this Agreement. Project Agreement – Palatine Township Center Building Re-Roof with SPF – Page 8
B. For purposes hereof, arising out Hazardous Substances shall include, but not be limited to, substances defined as “hazardous substances” and/or “toxic substances” in the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended; the federal Hazardous Materials Transportation Act, as amended; and the federal Resource Conservation and Recovery Act, as amended (“RCRA”); those substances defined as “hazardous substances,” “materials,” or “wastes” under any Federal law or the law of the State of Illinois; and as such substances are defined in any manner connected with regulations adopted and publications promulgated pursuant to said laws (i) hereafter, collectively, the “Environmental Laws”). If Contractor’s activities or the activities of any of Contractor’s Agents violate or create a risk of violation of any Environmental Law with respect Laws, Contractor shall cause such activities to any Leased Property cease immediately upon notice from Township or any prior ownership Engineer. Contractor shall immediately notify Township and Engineer both by telephone and in writing of any Leased Property; (ii) the Release spill or threatened Release unauthorized discharge of Hazardous Substances or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or condition constituting an “imminent hazard” under any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Construction Contract
Hazardous Substances. Trustor covenants and agrees as follows:
(a) Tenant agrees that it Trustor will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related applicable to Asbestos the ownership or use of the Property, (ii) use its best efforts to cause all tenants and other persons occupying the Property to comply with all Environmental Laws, (iii) immediately pay or cause to be paid all costs and expenses incurred in such compliance, and (iv) if keep or cause the O&M Plan requires Property to be kept free and clear of any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Planliens imposed thereon pursuant to any Environmental Laws.
(b) To Trustor will not generate, use, treat, store, Release or dispose of, or permit the extent required generation, use, treatment, storage, Release or disposal of, any Hazardous Substances on the Property, or transport or permit the transportation of any Hazardous Substances to or from the Property, in each case in any quantity or manner which violates any Environmental Law. The foregoing to the contrary notwithstanding, (i) Trustor may store, maintain and use on the Property janitorial and maintenance supplies, paint and other Hazardous Substances of a type and in a quantity readily available for purchase by the general public and normally stored, maintained and used by owners and managers of properties of a type similar to the Property, and (ii) tenants of the Property may store, maintain and use on the Property (and, if any tenant is a retail business, hold in inventory and sell in the ordinary course of such tenant’s business) Hazardous Substances of a type and quantity readily available for purchase by the general public and normally stored, maintained and used (and, if tenant is a retail business, sold) by tenants in similar lines of business on properties similar to the Property.
(c) If Beneficiary (i) has knowledge of any pending or threatened Environmental Claim against Trustor or the Property or (ii) has reason to believe that the Trustor or the Property are in violation of any Environmental Law or (iii) receives a request for an environmental site assessment report from a regulatory or other governmental entity with jurisdiction over Beneficiary, then at Beneficiary’s written request, at any time and from time to time, Trustor will provide to Beneficiary an environmental site assessment report concerning the Property, prepared by an environmental consulting firm approved by Beneficiary, indicating the presence or absence of Hazardous Substances and the potential cost of any removal or remedial action in connection with any Hazardous Substances on the Property (except that any request arising from clause (iii) above shall be at Beneficiary’s sole cost and expense). Except as provided above, any such environmental site assessment report shall be conducted at Trustor’s sole cost and expense. If Trustor fails to deliver to Beneficiary any such environmental site assessment report within thirty (30) days after being requested to do so by Beneficiary pursuant to this Section 4.26, Beneficiary may obtain the same, and Trustor hereby grants to Beneficiary and its agents access to the Property and specifically grants to Beneficiary an irrevocable nonexclusive license to undertake such an assessment, and the cost of such assessment (together with interest thereon at the Default Rate as defined in the Note) will be payable by Trustor on demand.
(d) Beneficiary may, at its option, at any time and from time to time, perform at its sole cost and expense an environmental site assessment report for the Property, and Trustor hereby grants to Beneficiary and its agents access to the Property upon reasonable prior notice to Trustor, and specifically grants to Beneficiary an irrevocable non-exclusive license to undertake such an assessment, expressly excluding any invasive inspections. Trustor shall have the right to have an agent or representative of Trustor present during any such inspection.
(e) Trustor will advise Beneficiary in writing immediately upon learning of any of the following: (i)any pending or threatened Environmental Claim against Trustor or the Property; (ii) any condition or occurrence on the Property that (A) results in noncompliance by Trustor with any applicable Environmental Law, or (B) could reasonably be anticipated to form the basis of an Environmental Claim against Trustor or the Property; (iii) any condition or occurrence on the Property that could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any Environmental Law; and (iv) the taking of any removal or remedial action in response to the actual or alleged presence, in any quantity or manner which violates any Environmental Law, of any Hazardous Substances on the Property. Each such notice shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and Trustor’s response thereto. In addition, Trustor will provide Beneficiary with copies of all communications to or from Trustor and any governmental agency relating to Environmental Laws, Tenant all communications to or from Trustor and any person relating to Environmental Claims, and such detailed reports of any Environmental Claim as may be requested by Beneficiary.
(f) Beneficiary shall respond have the right but not the obligation to participate in or defend, as a party if it so elects, any Environmental Claim. Without Beneficiary’s prior written consent, Trustor shall not enter into any settlement, consent or compromise with respect to any release ofEnvironmental Claim that might impair the value of the Property.
(g) At its sole expense, Trustor will conduct any investigation, study, sampling and testing, and shall undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Substances from the Property which must be so removed or cleaned up in accordance with the requirements of any Hazardous Materialsapplicable Environmental Laws, whether existing prior to, or occurring during, to the Term on any Leased Property and whether or not arising out reasonable satisfaction of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition toa professional environmental consultant selected by Beneficiary, and without limiting Paragraph 10in accordance with all such requirements and with orders and directives of all governmental authorities. If all or any portion of the Loan shall be outstanding, Trustor may prepay the Loan in full, together with all applicable prepayment penalties, in lieu of this Leasecomplying with the preceding sentence.
(h) Trustor will defend (with attorneys satisfactory to the Indemnitees), Tenant shall and hereby does agree to defendprotect, indemnify and hold harmless each Lender, of the Trustee Indemnitees and Landlord, their its respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless attorneys and agents from and against any and all causes of liabilities, obligations (including removal and remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, actions, judgments, suits, demands or judgments claims, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) of any kind or nature whatsoeverwhatsoever that may at any time be incurred by, lossesimposed on or asserted against any of them directly or indirectly based on, damagesor arising or resulting from (i) the actual or alleged presence of Hazardous Substances on the Property in any quantity or manner which violates Environmental Law, penaltiesor the removal, expenseshandling, feestransportation, claimsdisposal or storage of such Hazardous Substances, (ii) any Environmental Claim with respect to Trustor or the Property, or (iii) the exercise of any Indemnitee’s rights under this Section 4.26 (collectively, the “Indemnified Matters”), regardless of when such Indemnified Matters arise, but excluding any Indemnified Matter arising out of the gross negligence or willful misconduct of any Indemnitee or with respect to Hazardous Substances first Released on the Property after the earlier of (1) the date neither Trustor nor any of its affiliates holds title to or any other interest in or lien on the Property as a result of a transfer permitted under Section 5.4(c), below, or through foreclosure (or deed in lieu thereof) of the lien of the Deed of Trust, or (2) the payment in full of the Secured Obligations. To the extent that this indemnity is unenforceable because it violates any law or public policy, Trustor agrees to contribute the maximum portion that it is permitted to contribute under applicable law to the payment and satisfaction of all Indemnified Matters. For the purposes of the preceding sentence, “the Secured Obligations have been paid in full” shall mean the Secured Obligations have been voluntarily repaid in full by Trustor in cash, only, and shall not include the acceptance by Beneficiary of a deed in lieu of foreclosure or the making of any bid made by Beneficiary in connection with a foreclosure of the Property.
(i) Trustor will reimburse each Indemnitee for all sums paid and costs incurred by such Indemnitee with respect to any Indemnified Matter within ten (10) days following written demand therefor, with interest thereon at the Default Rate (as defined in the Note) if not paid within such ten (10) day period.
(j) Should any Indemnitee institute any action or proceeding at law or in equity, or in arbitration, to enforce any provision of this Deed of Trust (including response and remedial costs)an action for declaratory relief or for damages by reason of any alleged breach of any provision of this Section 4.26) or otherwise in connection with this Deed of Trust or any provision hereof, and liabilities, including, but not limited to, it shall be entitled to recover from Trustor its reasonable attorneys’ fees and costs disbursements incurred in connection therewith if it is the prevailing party in such action or proceeding.
(k) Trustor agrees that notwithstanding any term or provision contained in the Loan Documents to the contrary, the obligations of litigationTrustor as set forth in this Section 4.26 shall be exceptions to any non-recourse or exculpatory provision relating to the Loan, arising out and Trustor shall be fully liable for the performance of its obligations under this Section, and such liability shall not be limited to the original principal amount of the Loan.
(l) The liability of Trustor under this Section 4.26 shall in no way be limited to or impaired by any amendment or modification of the provisions of the Loan Documents unless such amendment or modification expressly refers to this Section 4.26. In addition, the liability of Trustor under this Section 4.26 shall in any manner connected with no way be limited or impaired by (i) any extensions of time for performance required by any of the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; Loan Documents, (ii) any sale, assignment or foreclosure of the Release Note or threatened Release any sale or transfer of all or failure any part of the Property, (iii) any exculpatory provision in any of the Loan Documents limiting any Indemnitee’s recourse to remove or otherwise remediate, as required property encumbered by this Paragraph 26, Hazardous Materials from, on Deed of Trust or to any Leased Property other security, or limiting the Indemnitees’ rights to a deficiency judgment against Trustor, (iv) the accuracy or inaccuracy of the representations and warranties made by Trustor under any of the Loan Documents, (v) the release of Trustor or any portion other person from performance or portions observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, any Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Note or (vii) Beneficiary’s failure to record this Deed of Trust or file any financing statements (or Beneficiary’s improper recording or filing of any thereof) or to otherwise perfect, including protect, secure or insure any past security interest or current Release and lien given as security for the Note; and, in any Release or threatened release during the Initial Term or any Renewal Termsuch case, whether with or not arising out without notice to Trustor and with or without consideration. Notwithstanding the foregoing, and notwithstanding anything else stated to the contrary in this Deed of Trust, none of the constituent members or partners in Trustor (nor any manner connected with Tenantof their constituent members or partners) shall have any liability whatsoever for any of Trustor’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termobligations hereunder.
(cm) The Tenant agrees that it will not install any underground provisions of this Section 4.26 shall be binding on and inure to the benefit of Trustor, the Indemnitees, and their respective successors and assigns. Without limiting the generality of the foregoing, the provisions of this Section 4.26 shall inure to the benefit of each assignee or above-ground storage tank at any Leased Property holder of the Note and each of such assignee’s or holder’s officers, directors, employees, agents and affiliates. Notwithstanding the foregoing, Trustor, without specific, the prior written approval from the Landlord. The Tenant agrees that it will consent of Beneficiary in each instance, may not store combustible assign, transfer or flammable materials on set over in whole or in part, all or any Leased Property except in compliance with all applicable Environmental Lawspart of its benefits, rights, duties and obligations hereunder.
(n) THE PROVISIONS OF THIS SECTION 4.26 SHALL SURVIVE FORECLOSURE, THE RECONVEYANCE, TERMINATION AND RELEASE OF THIS DEED OF TRUST, BUT TRUSTOR’S LIABILITY HEREUNDER SHALL BE SUBJECT TO SECTION 18 OF THE NOTE.
Appears in 1 contract
Sources: Deed of Trust (KBS Real Estate Investment Trust, Inc.)
Hazardous Substances. (a) Tenant agrees that it will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepareTenant shall not, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates except as to the progress and satisfaction of such O&M Plan, provided in subparagraph (ii) prevent below, bring or otherwise cause to be brought or permit any Asbestos of its agents, employees, contractors or invitees to bring in, on or about any part of the Premises, Building or Project, any hazardous substance or hazardous waste in violation of law, as such terms are or may be defined in (x) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., as the same may from becoming friable time to time be amended, and if the regulations promulgated pursuant thereto (“CERCLA”); the United States Department of Transportation Hazardous Materials Table (49 CFR 172.102); by the Environmental Protection Agency as hazardous substances (40 CFR Part 302); the Clean Air Act; and the Clean Water Act, and all amendments, modifications or supplements thereto; and/or (y) any Asbestos does become friableother rule, Tenant shall a▇▇▇▇ said Asbestos and dispose regulation, ordinance, statute or requirements of it at a properly licensed landfill in accordance with law as soon as practicable following any governmental or administrative agency regarding the discovery thereofenvironment (collectively, (iiix) comply with all Environmental Laws related to Asbestos and (ivy) if shall be referred to as an “Applicable Environmental Law”).
(ii) Tenant may bring to and use at the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily Premises hazardous substances incidental to its normal business operations under the NAI Code referenced in subsection 1(o) above in the quantities reasonably required for Tenant’s normal business and in accordance with the O&M Plan.
(b) To the extent required by Applicable Environmental Laws. Tenant shall store and handle such substances in strict accordance with Applicable Environmental Laws. From time to time promptly following Landlord’s written request, Tenant shall respond to any release of, provide Landlord with documents identifying the hazardous substances stored or used by Tenant on the Premises and shall remove any Hazardous Materials, whether existing prior to, or occurring during, describing the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy chemical properties of such Leased Property during substances and such other information reasonably requested by Landlord or Tenant. Prior to the Term. In addition to, and without limiting Paragraph 10, expiration or sooner termination of this Lease, Tenant shall and hereby does agree to remove all hazardous substances from the Premises.
(iii) Tenant shall defend, indemnify and hold each Lender, the Trustee harmless Landlord and Landlord, Brandywine Realty Trust and their respective successors employees and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless agents from and against any and all causes of third-party claims, actions, suits, demands or judgments of any nature whatsoever, losses, damages, penaltiesliability and expense (including all reasonable attorneys’, expenses, consultant’s and expert’s fees, claims, costs (including response expenses and remedial costs), liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from Tenant’s storage and liabilities, use of hazardous substances on the Premises including, but not limited towithout limitation, reasonable attorneys’ fees any and all costs of litigation, arising out of or in any manner connected with (i) the violation incurred by Landlord because of any Environmental Law with respect to any Leased Property investigation of the Project or any prior ownership cleanup, removal or restoration of any Leased Property; (ii) the Release or threatened Release of or failure Project to remove or otherwise remediateremediate hazardous or hazardous wastes deposited by Tenant. Without limitation of the foregoing, if Tenant, its officers, employees, agents, contractors, licensees or invitees cause contamination of the Premises by any hazardous substances, Tenant shall promptly at its sole expense, take any and all necessary actions to return the Premises to the condition existing prior to such contamination, or in the alternative take such other remedial steps as may be required by this Paragraph 26, Hazardous Materials from, on law or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenantreasonably recommended by Landlord’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termenvironmental consultant.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. With respect to Tenant's use of the Building, Tenant at all times, at its own cost and expense, shall comply with all Laws relating to the use, analysis, production, storage, sale, disposal or transportation of any hazardous materials (a"Hazardous Substance Laws',), including, without limitation, oil or petroleum products or their derivatives, solvents, PCB's, explosive substances, asbestos, radioactive materials or waste, and any other toxic, ignitable, reactive, corrosive, infectious, contaminating or pollution materials ("Hazardous Substances',) which now or in the future are subject to any governmental regulation. Tenant agrees that it will shall not onuse, aboutgenerate, or under any Leased Property, release, treat store or dispose of any Hazardous Materials; but Substances in or on the foregoing Leased Premises or the Building (except to the extent and in the quantities any such Hazardous Substances are commonly used for general office purposes and then only in strict accordance with all Hazardous Substance Laws). Except in emergencies or as otherwise required by Law, Tenant shall not prevent take any remedial action in response to the presence or release of any Hazardous Substances on or about the Building without first giving written notice of the same to Landlord. Tenant shall not enter into any settlement agreement, consent decree or other compromise with respect to any claims relating to any Hazardous Substances in any way connected with the Building without first notifying Landlord of Tenant's intention to do so and affording Landlord the opportunity to participate in any such proceedings. Landlord shall have the right at all reasonable times to (a) inspect the Leased Premises, (b) conduct tests and investigations to determine whether Tenant is in compliance with the above provisions, and (c) request lists of all Hazardous Substances used, stored or located on the Leased Premises by Tenant. All costs and expenses incurred by Landlord in connection with any environmental investigation shall be paid by Landlord (and may be included in Operating Expenses), except that if any such environmental investigation shows that Tenant has failed to comply with the provisions of this Section, or that the Building or the Real Property (including surrounding soil and any underlying or adjacent groundwater) have become contaminated due to the operations or activities in any way attributable to Tenant, then all of the costs and expenses of such investigation shall be paid by Tenant. Tenant's indemnity under Section 20 shall specifically extend to all liability, including all foreseeable and unforeseeable consequential damages, directly or indirectly arising out of the use, generation, disposal or storage or existence of Hazardous Substances by Tenant, including without limitation the costs of any Hazardous Materials in required repair, cleanup or detoxification and the ordinary course preparation of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times complyany closure or other required plans, and will cause each Leased Property whether such action is required or necessary prior to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, termination of this Lease, to the full extent that such action is proximately caused by the use, generation, storage, or disposal of Hazardous Substances by Tenant. Neither the written consent by Landlord to the use, generation, disposal or storage of Hazardous Substances by Tenant nor the strict compliance by Tenant with all Hazardous Substances Laws shall and hereby does agree to defend, indemnify and hold each Lender, excuse Tenant from its indemnity obligation. In the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes event Tenant's occupancy or conduct of actions, suits, demands business in or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) on the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal TermPremises, whether or not arising out of or Landlord has consented to the same, results in any manner connected increase in premiums for the insurance carried from time to time by Landlord with respect to the Building, Tenant shall pay any such increase in premiums upon billing by Landlord. In determining whether increased premiums are a result of Tenant’s 's use or occupancy of the Leased Premises, a schedule issued by the organization computing the insurance rate on the Building showing the various components of such rate shall be conclusive evidence of the several items and charges which make up such rate. Tenant shall promptly comply with all reasonable requirements of the insurance authority or of any insurer now or later in effect relating to the Leased Premises. Landlord hereby discloses to Tenant that a Phase I Environmental Site Assessment and Limited Asbestos Survey and Hazard Assessment were performed on the Property during by Hygienetics, Inc. of Emeryville, California in 1990. Hygienetics, Inc. supplemented the Initial Term or any extension or Renewal Term.
(c) The Limited Asbestos Survey in June, 1991 and March, 1995. Such surveys and assessment revealed 13 samples of vinyl tile floor mastic, and two samples of vinyl floor tiles, in the Building, which contained asbestos and revealed the presence of limited quantities of hazardous and toxic substances such as cleaning materials, lead and acid batteries in the basement and diesel fuel storage tanks. Complete copies of the Site Assessment and Asbestos Surveys are available for inspection in the Building management office. Except as disclosed in the Site Assessment and Asbestos Surveys, Landlord has no actual knowledge of Hazardous Substances in the Building that must be removed in order for the Building to comply with Hazardous Substances Laws in effect as of the date of this Lease. Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specifichas had the opportunity, prior written approval from to execution and delivery of this Lease, to make such further investigation and inquiry about such matters as Tenant deems appropriate and Tenant accepts the Landlord. The Tenant agrees Premises with knowledge of the risks that it will not store combustible may be associated with the presence of all materials or flammable materials on any Leased Property except conditions disclosed in compliance with all applicable Environmental Lawssuch surveys and assessment.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will not on, about, or under Without limiting any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing provisions of this Article V, Tenant shall not prevent generate, cause or permit to be released (whether by way of uncapping, pouring, spilling, spraying, spreading, attaching, leaking or otherwise) into or onto the usePremises, storage the Building, the Project or existence of the surrounding areas (including the ground and ground water thereunder and the sewer and drainage systems therein) any Hazardous Materials in the ordinary course of Tenant’s business in accordance with hazardous substances (as defined or established from time to time by applicable laws and regulationslocal, state or federal law). The term "hazardous substances" includes, among other things, hazardous waste. Tenant covenants shall immediately notify Landlord if any such release occurs, and, as to any such release that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos has been caused or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shallpermitted by Tenant: (i) prepareTenant shall, maintain at its sole cost and timely comply expense, immediately and entirely remove such released hazardous substance in a manner fully in compliance with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as all laws pertaining to the progress removal and satisfaction of storage or disposal thereof, and provide Landlord with evidence that Tenant has fully complied with such O&M Plan, removal obligation; and (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related hereby agrees to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and harmless Landlord, Landlord's mortgagee, Landlord's management company, and their respective successors and assignspartners, officers, directors, shareholdersemployees and agents (collectively, partnersthe "Landlord Indemnified Parties") of and from any liability, memberspublic or private, affiliatesresulting to Landlord as a result of such release and agrees to, beneficiaries and employeesdoes hereby, harmless indemnify such Landlord Indemnified Parties from and against any and all causes of actionsexpense or cost incurred by Landlord, suits, demands or judgments of any nature whatsoever, losseswhich results, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of in whole or in any manner connected with (i) part, directly or indirectly, from a release of a hazardous substance which is caused or permitted by Tenant. In addition to the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) foregoing, Tenant shall at all times be and occupy the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except Premises in compliance with all applicable Environmental LawsLegal Requirements. The provisions of this Section 5.6(a) shall survive the expiration or termination of this Lease for any reason.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will not onto, aboutand shall cause all of the Tenant Controlled Parties not to, store, produce or under any Leased Property, release, treat or dispose of permit any Hazardous MaterialsSubstances on or about the Property or other property of Landlord; but provided, however, Tenant may use reasonable chemicals such as lubricants, solvents, gases and cleaning fluids of the foregoing shall not prevent the use, storage or existence of any Hazardous Materials kind and in amounts and in the ordinary course manner customarily found and used in a general office and laboratories in order to conduct its Permitted Use at the Leased Premises; provided, that any handling, treatment, transportation, storage, disposal or use of Tenant’s Hazardous Substances by Tenant in or about the Leased Premises or the Property shall strictly comply with all Applicable Laws, including, without limitation, environmental laws. Notwithstanding anything to the contrary contained herein, the parties acknowledge that Tenant wishes and intends to use all or a portion of the Leased Premises as a biotechnology research and development facility in conformance with the conduct by Tenant of its business in accordance with applicable laws the Permitted Use, that such use, as conducted or proposed to be conducted by Tenant, would customarily include the handling of Hazardous Substances, and regulations. that Tenant covenants shall therefore be permitted to engage in the handling in the Leased Premises of necessary and reasonable quantities of Hazardous Substances customarily used in or incidental to the operation of a bio-technological research, development preparation and/or dispensing facility in conformance with business operations of Tenant in the manner conducted or proposed to be conducted by Tenant hereunder (“Permitted Hazardous Substances”), provided that it will the handling of such Permitted Hazardous Substances by Tenant shall at all times complycomply with and be subject to all provisions of this Lease and all Applicable Laws. “Hazardous Substances” shall mean asbestos, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials, polychlorinated biphenyls, mercury, lead, lead-based paint, chlorofluorocarbons, petroleum-based products, petroleum byproducts, explosives and other substances regulated by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., the Resources Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., or any other federal, state or local laws, rules, regulations or ordinances relating to the regulation of toxic or hazardous materials are present in or at otherwise to the environment, all as the same may have heretofore been or may hereafter be amended. Tenant shall indemnify, defend and hold Landlord harmless against and from any Leased Property expense for the cost of clean-up or removal and from any liability, damage, claim, cost or expense whatsoever (“Asbestos”)including, without limitation, reasonable attorneys' fees) resulting from the releasing, spilling, leaking, leaching, disposing, pumping, pouring, emitting, emptying, dumping, use, handling, treatment, manufacture, transportation, generation, storage or sale of Hazardous Substances by Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy or any of the O&M Plan Tenant Controlled Parties. If Tenant fails to promptly commence any clean-up that may be required hereunder, Landlord may, but shall not be obligated to, commence and complete such clean-up and removal irrespective of any actions taken or intended to be taken by Tenant or any other party, and, upon request of in addition to any other rights and remedies Landlord or Lendermay have, promptly provide periodic updates Landlord may charge Tenant, as to Additional Rent, for the progress entire cost and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery expense thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if which shall be payable on demand. Tenant's indemnification obligations hereunder shall survive the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, expiration or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, earlier termination of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will not on, about, or under any the Leased PropertyPremises, make, release, treat or dispose of any Hazardous Materials"hazardous substances" as that term is defined in CERCLA; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business hazardous substances in accordance with applicable laws and regulationsregulations and at levels that do not impose any clean up liability or obligation. Tenant covenants represents and warrants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations CERCLA and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all other Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M PlanLaws.
(b) To the extent required by CERCLA and/or any other Environmental Laws, Tenant shall respond to any release of, and shall remove any "hazardous substances" (as defined in CERCLA) and "Hazardous Materials, " (as defined above) whether now or hereafter existing prior to, or occurring during, on the Term on any Leased Property Premises and whether or not arising out of or in any manner connected with Tenant’s 's occupancy of such the Leased Property Premises during the Term. In addition to, and without limiting Paragraph 10, 10 of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee Lender and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ ' fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any the Leased Property Premises or any Tenant's prior ownership of any the Leased PropertyPremises; or (ii) the Release "release" or "threatened Release release" of or failure to remove or otherwise remediateremove, as required by this Paragraph 26, "hazardous substances" (as defined in CERCLA) and Hazardous Materials from, on or to any (as defined above) from the Leased Property Premises or any portion or portions thereof, including any past or current Release release and any Release release or threatened release during the Initial Term initial term or any extension of Renewal Term, whether or not arising out of or in any manner connected with Tenant’s 's occupancy of any the Leased Property Premises during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any the Leased Property Premises without specific, prior written approval from the Landlord; provided, however, that Tenant may replace the two existing storage tanks identified in that certain Draft Phase I Environmental Site Assessment Report, Quality-PFG Little Rock, Little Rock, AR, prepared by EnSafe, Inc. and dated March 16, 2004, as long as (i) Tenant provides Landlord and Lender with not less than twenty (20) days' prior written notice of such replacement work, and (ii) such replacement work is performed and completed by or on behalf of Tenant in accordance with all applicable Environmental Laws. The Tenant agrees that it will not store combustible or flammable materials on the Leased Premises in violation of CERCLA or any Leased Property except in compliance with all applicable other Environmental Laws.
Appears in 1 contract
Sources: Lease (Performance Food Group Co)
Hazardous Substances. In addition, to, and not in limitation of, the provisions of Section 29.0 of the Lease, TENANT shall not (i) generate, store, dispose of, dump, flush or iin any way introduce Hazardous Substances into the Septic, sewer and other waste disposal system serving the Premises or Leased Premises, or (ii) generate, store or dispose of such Hazardous Substances in, on or under the Premises or Leased Premises, except in accordance with all applicable las. TENANT shall notify LANDLORD of any incident that would require the filing of notice or notification pursuant to any Legal Requirements as now existing or hereinafter enacted. If, at any time during the Lease Term, LANDLORD shall believe that any Hazardous Substances have been so generated, stored, or disposed of by TENANT, upon demand by LANDLORD (or in the event of any such generation, storage or TENANT, upon demand by LANDLORD (or in the event of any such generation, storage or disposal of which TENANT has knowledge without demand by LANDLORD), TENANT, at its sole expense, shall cause a hazardous waste site assessment, so-called, to be made forthwith of the Premises or Leased Premises (including, without limitation, the sub surfaces of the same) likely to have been affected by any such generation, storage, disposal or incident. If such hazardous waste site assessment indicates the existence of hazardous substances on the surface or in the subsurface soils of any of the Premises or Leased Premises, TENANT shall thereupon forthwith take all steps necessary to remove any and all Hazardous Substances and the soils containing same, and such further steps as shall be necessary to remedy the effects of such Hazardous Substances.
(a) Tenant agrees that it will not onTENANT shall make available to LANDLORD all reports and statements produced, aboutand information required to be maintained, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required obtained by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law TENANT with respect to any Leased Property or any prior ownership such Hazardous Substances. Any such site assessment shall be of any Leased Property; (ii) the Release or threatened Release of or failure an investigatory scope acceptable to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the LandlordLANDLORD. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Lawsobligations of TENANT hereunder shall survive the termination of this Lease.
Appears in 1 contract
Sources: Lease Agreement
Hazardous Substances. (A) In the event that during construction of the Project Facilities PEF discovers any Hazardous Substance on the Easement Parcels which will materially interfere with or make materially more costly the construction, operation or financing of the Project, Ranchcorp shall within 25 days after request therefor by PEF identify alternative property adjacent to or in the vicinity of the affected Project Facilities which will enable PEF to avoid the Hazardous Substance (and any other Hazardous Substance) and (a) Tenant agrees that it will which is suitable for the development of the Project Facilities without making access to the WRM and DWR electric loads less feasible physically or economically than the property affected by the Hazardous Substance, (b) which is not onaffected by any Hazardous Substance but is otherwise generally as suitable for the Project Facilities as the property affected by the Hazardous Substance, about, or under any Leased Property, release, treat or dispose (c) which shall not materially increase the length of any Hazardous Materials; but Easement Parcel, and (d) which shall be provided without the foregoing payment of additional consideration (the "Alternative Easement Parcel"). If PEF approves the Alternative Easement Parcel (which approval shall not prevent be unreasonably withheld or delayed), this Agreement shall be amended to substitute the useAlternative Easement Parcel for that portion of the Easement Parcel affected by the Hazardous Substance. Notwithstanding the foregoing, storage or existence of any Hazardous Materials in the ordinary course event no Alternative Easement Parcel is or can be supplied and a governmental authority requires cleanup of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it the Hazardous Substance, then Tejon will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: its option either (i) prepare, maintain clean up or remediate the Hazardous Substance when and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior tothe governmental authority, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) reimburse PEF for its costs incurred in cleaning up or remediating the Release or threatened Release of or Hazardous Substance when and to the extent required by the governmental authority. PEF's rights under this Section shall not be impaired by its failure to remove exercise any of its rights under Section 1.5(c) or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during 11.3 of the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermOption Agreement.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Option Agreement (Tejon Ranch Co)
Hazardous Substances. (ai) Tenant agrees that it will not onshall not, aboutexcept as provided in subparagraph (ii) below, bring or under otherwise cause to be brought or permit any Leased Propertyof its agents, releaseemployees, treat contractors or dispose invitees to bring in, on or about any part of the Premises, Building or Project, any hazardous substance or hazardous waste in violation of law, as such terms are or may be defined in (x) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 ET SEQ., as the same may from time to time be amended, and the regulations promulgated pursuant thereto ("CERCLA"); the United States Department of Transportation Hazardous Materials Table (49 CFR 172.102); by the Environmental Protection Agency as hazardous substances (40 CFR Part 302); the Clean Air Act; and the Clean Water Act, and all amendments, modifications or supplements thereto; and/or (y) any other rule, regulation, ordinance, statute or requirements of any Hazardous Materials; but governmental or administrative agency regarding the foregoing environment (collectively, (x) and (y) shall not prevent be referred to as an "Applicable Environmental Law").
(ii) Tenant may bring to and use at the usePremises, storage hazardous substances, supplies or existence of any Hazardous Materials other items, incidental to its normal business operations under the SIC Code referenced in the ordinary course of Tenant’s business paragraph 1(n) above in de minimis quantities in accordance with applicable laws and regulationsApplicable Environmental Law. Tenant covenants that it will at all times comply, shall store and will cause each Leased Property to be handle such substances in compliance with, in all material respects strict accordance with each applicable Environmental Law. If asbestos or asbestos-containing materials are present Notwithstanding the foregoing language contained in or at any Leased Property this subsection (“Asbestos”ii), Tenant shall: shall have the right to store and handle those materials listed in Exhibit E attached hereto (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”as the same may be updated as provided below) and made a part hereof (collectively, the "Materials"), and the storage and handling of said Materials in strict accordance with Applicable Environmental Law shall provide not be deemed to be a breach of this Lease. Also attached as Exhibit F is a copy of all permits obtained by Tenant from the O&M Plan appropriate environmental authorities permitting Tenant to utilize said Materials and Tenant hereby covenants to renew, update or obtain any and all other permits necessary in order to comply with Applicable Environmental Law. Tenant shall have the right to update the list of Materials on an annual basis and to add materials thereto, provided that the addition of any materials not set forth in Exhibit E shall be subject to at least ten (10) days' prior written notice to, and the reasonable approval of, the Landlord; provided, however, that Tenant shall be permitted to add additional materials, and the Landlord andshall be deemed to have given its reasonable approval thereto provided that the Food & Drug Administration or other governmental or regulatory authority has required Tenant to utilize said additional material or materials, upon request in which event the addition of Landlord said material or Lendermaterials shall be permitted, promptly provide periodic updates as unless said materials, it not utilized in accordance with all Applicable Environmental Law, would have a potential material, adverse environmental impact on the Building, the Project, the Premises or any operations thereon. Any added materials shall be purchased, stored, handled, utilized and disposed of in strict accordance with all Applicable Environmental Law. With regard to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friableMaterials or additional materials utilized by Tenant in connection with this Article 10, Tenant shall a▇▇▇▇ be required, before receiving, storing, handling or using any said Asbestos materials, to obtain all federal, state and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereoflocal licenses, (iii) comply with all Environmental Laws related to Asbestos permits and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent approvals required by Applicable Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermLaw.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. (ai) Tenant agrees that it will not onshall not, aboutexcept as provided in subparagraph (ii) below, bring or under otherwise cause to be brought or permit any Leased Propertyof its agents, releaseemployees, treat contractors or dispose invitees to bring in, on or about any part of the Premises, Building or Project, any hazardous substance or hazardous waste in violation of law, as such terms are or may be defined in (x) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 ET SEQ., as the same may from time to time be amended, and the regulations promulgated pursuant thereto ("CERCLA"); the United States Department of Transportation Hazardous Materials Table (49 CFR 172.102); by the Environmental Protection Agency as hazardous substances (40 CFR Part 302); the Clean Air Act; and the Clean Water Act, and all amendments, modifications or supplements thereto; and/or (y) any other rule, regulation, ordinance, statute or requirements of any Hazardous Materials; but governmental or administrative agency regarding the foregoing environment (collectively, (x) and (y) shall not prevent be referred to as an "Applicable Environmental Law").
(ii) Tenant may bring to and use at the usePremises, storage hazardous substances, supplies or existence of any Hazardous Materials other items, incidental to its normal business operations under the SIC Code referenced in the ordinary course of Tenant’s business paragraph 1(m) above in de minimis quantities in accordance with applicable laws and regulationsApplicable Environmental Law. Tenant covenants that it will at all times comply, shall store and will cause each Leased Property to be handle such substances in compliance with, in all material respects strict accordance with each applicable Environmental Law. If asbestos or asbestos-containing materials are present Notwithstanding the foregoing language contained in or at any Leased Property this subsection (“Asbestos”ii), Tenant shall: shall have the right to store and handle those materials listed in Exhibit C attached hereto (ias the same may be updated as provided below) prepareand made a part hereof (collectively, maintain the "Materials"), and timely the storage and handling of said Materials in strict accordance with Applicable Environmental Law shall not be deemed to be a breach of this Lease. Tenant shall be required to obtain all permits from the appropriate environmental authorities permitting Tenant to utilize said Materials and Tenant hereby covenants to renew, update or obtain any and all other permits necessary in order to comply with Applicable Environmental Law. Tenant shall have the right to update the list of Materials on an asbestos annual basis and to add materials thereto, provided that the addition of any materials not set forth in Exhibit C shall be subject to at least ten (10) days' prior written notice to, and the reasonable approval of, the Landlord; provided, however, that Tenant shall be permitted to add additional materials, and the Landlord shall be deemed to have given its reasonable approval thereto provided that the Food & Drug Administration or other governmental or regulatory authority has required Tenant to utilize said additional material or materials, in which event the addition of said material or materials shall be permitted, unless said materials, if not utilized in accordance with all Applicable Environmental Law, would have a potential material, adverse environmental impact on the Building, the Project, the Premises or any operations thereon. Any added materials shall be purchased, stored, handled, utilized and maintenance plan (an “O&M Plan”) and shall provide a copy disposed of the O&M Plan in strict accordance with all Applicable Environmental Law. With regard to Landlord and, upon request of Landlord any Materials or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friableadditional materials utilized by Tenant in connection with this Article 10, Tenant shall a▇▇▇▇ be required, before receiving, storing, handling or using any said Asbestos materials, to obtain all federal, state and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereoflocal licenses, (iii) comply with all Environmental Laws related to Asbestos permits and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent approvals required by Applicable Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermLaw.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but During the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, term of this Lease, Tenant shall not suffer, allow, permit or cause the generation, accumulation, storage, possession, release or threat of release of any hazardous substance or toxic material, as those terms are used in the Comprehensive Environmental Response Compensation and hereby does agree to defendLiability Act of 1980, as amended, and any regulations promulgated thereunder, or any other present or future federal, state or local laws, ordinances, rules, and regulations. Tenant shall indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, Landlord harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damagesliabilities, penalties, expensesdemands, fees, claimsactions, costs and expenses (including without limitation reasonable attorney fees), remediation and response costs incurred or suffered by Landlord directly or indirectly arising due to the breach of Tenant’s obligations set forth in this Section. Such indemnification shall survive expiration or earlier termination of this Lease. At the expiration or sooner termination hereof, Tenant shall return the Premises to Landlord in substantially the same condition as existed on the date of commencement hereof free of any hazardous substances in, on or from the Premises.
(b) Landlord hereby represents and remedial costswarrants that, except as set forth in those certain Phase I Environmental Site Assessments dated March 22, 2004 and September 14, 2004, respectively, prepared by R.E. Warner & Associates Inc.: (i) it has not used, generated, discharged, released or stored any hazardous substances on, in or under the Center and has received no notice and has no knowledge of the presence in, on or under the Center of any such hazardous substances; (ii) to Landlord’s knowledge there have never been any underground storage tanks at the Center, whether owned by the Landlord or its predecessors in interest; (iii) to Landlord’s knowledge there have never been accumulated tires, spent batteries, mining spoil, debris or other solid waste (except for rubbish and containers for normal scheduled disposal in compliance with all applicable laws) in, on or under the Center; (iv) to Landlord’s knowledge it has not spilled, discharged or leaked petroleum products other than de minimis quantities in connection with the operation of motor vehicles on the Center; (v) to Landlord’s knowledge there has been no graining, filling or modification of wetlands (as defined by federal, state or local law, regulation or ordinance) at the Center; and (vi) to Landlord’s knowledge there is no asbestos or asbestos-containing material in the Premises. The representations and warranties set forth in this subparagraph shall apply to any contiguous or adjacent property owed by the Landlord. Landlord hereby indemnifies Tenant for any and all loss, cost, damage or expense to Tenant resulting from any misrepresentation or breach of the foregoing representations and warranties.
(c) If any such hazardous substances are discovered at the Center (unless introduced by the Tenant, its agents or employees) or if any asbestos or asbestos containing material is discovered in the Premises (unless introduced by the Tenant, its agents or employees), and liabilitiesremoval, encapsulation or other remediation is required by applicable laws, the Landlord immediately and with all due diligence and at no expense to the Tenant shall take all measures necessary to comply with all applicable laws and to remove such hazardous substances or asbestos from the Center and/or encapsulate or remediate such hazardous substances or asbestos, which removal and/or encapsulation or remediation shall be in compliance with all environmental laws and regulations, and the Landlord shall repair and restore the Center at its expense. From the date such encapsulation, remediation and restoration is complete, the rent due hereunder shall be reduced by the same percentage as the percentage of the Premises which, in the Tenant’s reasonable judgment, cannot be safely, economically or practically used for the operation of the Tenant’s business. Anything herein to the contrary notwithstanding, if in the Tenant’s reasonable judgment, such removal, encapsulation, remediation and restoration cannot be completed within one hundred eighty (180) days or the same is not actually completed by Landlord within such one hundred eighty (180) day period following the date such hazardous substances or asbestos are discovered and such condition materially adversely affects Tenant’s ability to conduct normal business operations in the premises, then the Tenant may terminate this Lease by written notice to the Landlord within thirty (30) days after such 180 day period, which notice shall be effective on Landlord’s receipt thereof. Landlord shall comply with OSHA 29 CFR 1910.1001 (j) to notify tenants, including Tenant, of asbestos related activities in the Premises and the Center including, but not limited to, reasonable attorneys’ fees selection of the certified/licensed asbestos abatement contractor, scope of the abatement work, and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release final clearance testing procedures and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termresults.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Lease (Retail Ventures Inc)
Hazardous Substances. The Funding Recipient acknowledges State may incur obligations with respect to hazardous substances regulated under the Comprehensive Environmental Response, Compensation and Liability Act (aCERCLA), 42 U.S.C. §§ 9601-9675; California Hazardous Substances Account Act, Calif. Health & Safety Code §§ 25310 et seq. or other statutes or regulations (collectively referred to as “state and federal Hazardous Substances Laws”) Tenant agrees on lands necessary for Project construction and OMRR&R to the extent the Funding Recipient fails to comply with its obligations under this OMRR&R Agreement. The Funding Recipient agrees:
A. That in the event that it will not onthe Funding Recipient discovers through an environmental investigation or other means that any lands, abouteasements, or rights of way that have been acquired or provided for the Project contain hazardous substances regulated under any Leased PropertyCERCLA and/or other state and federal Hazardous Substances Laws, release, treat or dispose the Funding Recipient shall promptly notify the State of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials that discovery.
B. That in the ordinary course event hazardous substances regulated under CERCLA and/or other state and federal Hazardous Substances Laws have been found, the Funding Recipient shall initiate and complete any and all necessary response and cleanup activity required under CERCLA and/or other state and federal Hazardous Substances Laws, which shall include any studies and investigations necessary to determine the appropriate response to the contamination. Payment for the costs of Tenantsuch necessary response and cleanup activity as required under CERCLA and/or other state and federal Hazardous Substances Laws shall be made by the Funding Recipient. In the event that the Funding Recipient fails to provide the funds necessary for response and cleanup activity required under CERCLA and/or other state and federal Hazardous Substances Laws or to otherwise discharge the Funding Recipient’s business in accordance with applicable laws responsibilities under this Paragraph B, then the State may perform the necessary response and regulations. Tenant covenants that it will at all times complycleanup activity, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and the Funding Recipient shall provide a copy of reimburse the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and State in accordance with the O&M Planprocedures set out in this OMRR&R Agreement. If the State performs the necessary response and cleanup activity required under CERCLA and/or other state and federal Hazardous Substances Laws, the State shall consult with the Funding Recipient concerning the selection of the person(s) to perform the work, the amount of money to be spent on the work, the scope of the work, and any other aspect of response and cleanup activity.
(b) To C. That the extent required by Environmental Funding Recipient shall consult with the State in order to ensure that responsible persons under CERCLA and/or other state and federal Hazardous Substances Laws ultimately bear all necessary response and cleanup costs as defined in CERCLA and/or other state and federal Hazardous Substances Laws.
D. That the Funding Recipient shall operate, Tenant shall respond to any release ofmaintain, repair, replace, and shall remove any rehabilitate the Project in a manner that will control and minimize the release or threatened release of hazardous substances regulated under CERCLA and/or other state and federal Hazardous MaterialsSubstances Laws on lands necessary for Project construction, whether existing prior tooperation, maintenance, repair, replacement, or occurring during, rehabilitation.
E. That in the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during event that the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and LandlordState, their respective successors and assignsrepresentatives, officers, directors, shareholdersemployees, partnersincluding their attorneys and other persons, membersas well as their successors and assigns, affiliatesare found to be liable under CERCLA and/or other state and federal Hazardous Substances Laws for the release or threatened release of hazardous substances arising out of the operation, beneficiaries maintenance, repair, replacement, or rehabilitation of the Project, then the Funding Recipient shall indemnify and hold the State, their representatives, officers, directors, employees, including their attorneys and other persons, as well as their successors and assigns, harmless from any response or cleanup costs for which the State, their representatives, officers, directors, employees, including their attorneys and against other persons, as well as their successors and assigns, may be found to be liable under CERCLA and/or other state and federal Hazardous Substances Laws.
F. No decision made or action taken pursuant to any provision of this Section of the Project OMRR&R Agreement shall relieve any responsible person from any liability that may arise under CERCLA and/or other state and all causes of actionsfederal Hazardous Substances Laws, suits, demands nor shall such decision or judgments action be considered a waiver by the State or the Funding Recipient of any nature whatsoeverright to seek from any responsible person as defined by CERCLA and/or other state and federal Hazardous Substances Laws the recovery, lossescontribution of, damagesor indemnification from costs incurred by the State or the Funding Recipient for response or cleanup activity required under CERCLA and/or other state and federal Hazardous Substances Laws, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of nor shall such decision or in any manner connected with (i) action be considered a waiver by the violation State of any Environmental Law with respect to any Leased Property other right or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required remedy provided by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termlaw.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Funding Agreement
Hazardous Substances. Sublessee shall not cause or permit any Hazardous Substances (aas defined below) Tenant agrees that it will not to be used, stored, generated, or disposed of in, on, aboutor about the Premises by Sublessee, its agents, employees, contractors, or under any Leased Propertyinvitees, release, treat except for such Hazardous Substances as are normally utilized in an office or dispose of any light manufacturing environment. Any such Hazardous Materials; but Substances permitted on the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times complyPremises as hereinabove provided, and will cause each Leased Property to all containers therefor, shall be used, kept, stored, and disposed of in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply manner that complies with all Environmental Laws related Laws. Sublessee shall not discharge, release or emit Hazardous Substances on or about the Premises so as to Asbestos pollute or contaminate air, soil (including sediment and subsurface soil), or water (iv) if including groundwater). Any testing, control, or treatment of discharges, releases or emissions of Hazardous Substances required as a result of Sublessee's use and occupancy of the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with Premises shall be solely the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release ofresponsibility of Sublessee, and shall remove costs incurred by Sublessor in effecting any Hazardous Materialssuch tests, whether existing prior tocontrols, or occurring duringtreatment shall be reimbursed by Sublessee to Sublessor upon demand as additional rent. Sublessor reserves the right to enter upon the Premises at any time throughout the Prime Term or, the if applicable, Additional Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall subject to governmental security regulations and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs)Sublessee's reasonable proprietary requirements, and liabilitiesupon prior notice, to assure compliance with this Section 12.01. For the purposes of this Section 12.01 and Section 10.02, "Hazardous Substances" means substances defined as "hazardous substances," "hazardous materials," "hazardous wastes," "pollutants," or "contaminants," and any toxic, radioactive, ignitable, corrosive, reactive, or otherwise hazardous substance, waste, or material, including, but not limited towithout 1imitation, reasonable attorneys’ fees asbestos and costs of litigationpetroleum, arising out of or its derivatives, by-products and other hydrocarbons, in any manner connected with (i) the violation of each case as regulated under any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermLaw.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees The Borrower warrants and represents to the Lender that to the best of their knowledge and belief and based on environmental assessments of the Inventory commissioned by the Borrower, except to the extent disclosed to the Lender in environmental assessments or other writings or to the extent that it will would not onmaterially and adversely affect the use and marketability of any Inventory, aboutthe Inventory has not been and is not now being used as a storage facility for any "Hazardous Substances", nor has it been used in violation of any federal, state or local environmental law, ordinance or regulation, that no proceedings have been commenced, or under notice(s) received, concerning any Leased Property, release, treat or dispose alleged violation of any Hazardous Materials; but such environmental law, ordinance or regulation, and that the foregoing Inventory is free of hazardous or toxic substances and wastes, contaminants, oil, radioactive or other materials the removal of which is required or the maintenance of which is restricted, prohibited or penalized by any federal, state or local agency, authority or governmental unit except as set forth in the Site Assessments. The Borrower covenants that it shall neither permit any such materials to be brought on to the Inventory, nor shall it acquire real property to be added to the Loan Inventory upon which any such materials exist, except to the extent disclosed to the Lender in environmental assessments or other writings or to the extent that it would not prevent materially and adversely affect the use, storage or existence use and marketability of any Hazardous Materials in Inventory; and if such materials are so brought or found located thereon, such materials shall be immediately removed, with proper disposal, to the ordinary course of Tenant’s business in accordance with extent required by applicable laws environmental laws, ordinances and regulations, and all required environmental cleanup procedures shall be diligently undertaken pursuant to all such laws, ordinances and regulations. Tenant covenants The Borrower further represents and warrants that it the Borrower will at promptly transmit to the Lender copies of any citations, orders, notices or other material governmental or other communications received with respect to any hazardous materials, substances, wastes or other environmentally regulated substances affecting the Inventory. Notwithstanding the foregoing, there shall not be a default of this provision should the Borrower store or use minimal quantities of the aforesaid materials, provided that: such substances are of a type and are held only in a quantity normally used in connection with the construction, occupancy or operation of comparable buildings or residential developments (such as cleaning fluids and supplies normally used in the day to day operation of residential developments), such substances are being held, stored and used in complete and strict compliance with all times complyapplicable laws, regulations, ordinances and requirements, and will cause each Leased Property the indemnity set forth below shall always apply to such substances, and it shall continue to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy the responsibility of the O&M Plan Borrower to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with take all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily remedial actions required under and in accordance with this Agreement in the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments event of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation unlawful release of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termsuch substance.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Working Capital Line of Credit Agreement (Horton D R Inc /De/)
Hazardous Substances. Sublessor shall deliver to Subtenant copies of any and all existing reports, studies, or environmental assessment of which Sublessor is aware or later becomes aware, that address the environmental conditions of the Building or the Premises, including records concerning the disposal of any prior spills or releases of Hazardous Materials (adefined below) Tenant agrees that it will and any decontamination reports for the Building. Subtenant shall not use, generate, manufacture, produce, store, treat, dispose of or permit the escape of, on, aboutunder, about or from the Premises, or under any Leased Propertypart thereof, releaseany asbestos or any flammable, treat explosive, hazardous, toxic, contaminating, polluting matter, waste, or dispose of any substance or related injurious materials, whether injurious by themselves or in combination with other materials (collectively "Hazardous Materials; but the foregoing shall not prevent the use") or any material, storage substance, or existence of ------------------- chemical which is regulated by any federal, state or local law, rule, ordinance or regulation (collectively "Regulated Materials"), unless said ------------------- Hazardous Materials and/or Regulated Materials are of the type normally used in the ordinary course of Tenant’s business in accordance with applicable laws operations at or maintenance of Subtenant's headquarters office space and regulationssupport facility that include analytical, research and development activities. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and Subtenant shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related with respect to Asbestos such production, use and (iv) if the O&M Plan requires any remediationstorage, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Lawsincluding, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring duringwithout limitation, the Term on any Leased Property removal and whether or not arising out of or in any manner connected with Tenant’s occupancy disposal of such Leased Property during Hazardous Materials and/or Regulated Materials at the expiration or earlier termination of the Sublease Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant Subtenant shall and hereby does agree defend (by counsel reasonably acceptable to defendSublessor), indemnify and hold each Lender, the Trustee and harmless Landlord, their respective Sublessor and each of Sublessor's partners, employees, agents, attorneys, successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actionsclaims, suits, demands or judgments of any nature whatsoever, losses, damagesliabilities, penalties, expensesforfeitures, fees, claims, costs losses or expenses (including response and remedial costsreasonable attorney's fees), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs or death of litigationor injury to any person or damage to any property whatsoever ("Environmental Claims"), arising out of from or caused in whole or in any manner connected with part, directly or indirectly by (i) the violation presence in, on, under or about the Premises, or discharge in or from the Premises of any Environmental Law with respect to any Leased Property Hazardous Materials and/or Regulated Materials introduced into the Premises by Subtenant or any prior ownership caused by Subtenant or Subtenant's use, analysis, storage, removal, transportation, disposal, release, threatened release, discharge or generation of any Leased PropertyHazardous Materials and/or Regulated Materials to, in, on, under, about or from the Premises; or (ii) Subtenant's failure to comply with any federal, state, county, municipal, local or other law, rule, ordinance and regulation now or hereafter in effect relating to the Release industrial hygiene, environmental protection, use, analysis, generation, manufacture, purchase, transportation, storage, removal and disposal of Hazardous Materials and/or Regulated Materials. In connection with, or threatened Release as a result of (i) or (ii) above, Subtenant's obligations hereunder shall not include reimbursement for Environmental Claims that are the result of any preexisting condition of the Building or Premises or are caused in any part by the negligent acts or omissions of the Sublessor or Landlord, their employees or agents and in such situations the Subtenant's obligations hereunder shall be limited to its allocable share of responsibility for the Environmental Claims. In connection with, or as a result of, (i) or (ii) above and subject to the limitations set forth herein, Subtenant's obligations hereunder shall include, without limitation and whether foreseeable or unforeseeable, all costs of any required or necessary testing, repair, cleanup, removal, detoxification or decontamination of or failure to remove from the Premises and the preparation and implementation of any closure, remedial action, site assessment costs or otherwise remediateother required plans in connection therewith. Subtenant's obligations hereunder shall survive the expiration or earlier termination of this Sublease. For purposes of this Section 22, as required by this Paragraph 26---------- any acts or omissions of Subtenant whereby employees, Hazardous Materials fromagents, assignees, contractors or subcontractors of Subtenant or others are acting for or on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, behalf of Subtenant (whether or not arising out of they are negligent, intentional, willful or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termunlawful), will be strictly attributable to Subtenant.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Sublease (Insmed Inc)
Hazardous Substances. (a) 4.21.1 Tenant agrees that it neither Tenant, any of Tenant’s Agents nor any other person will not store, place, generate, manufacture, refine, handle, or locate on, aboutin, under or under any Leased Property, release, treat around the Land or dispose of Building any Hazardous Materials; but Substance, except for storage, handling and use of reasonable quantities and types of fuels for the foregoing shall not prevent generation of emergency backup power as permitted by paragraph 4.4 hereof, cleaning fluids and office supplies in the use, storage or existence of any Hazardous Materials Premises in the ordinary course and the prudent conduct of Tenant’s business in accordance with applicable laws the Premises, provided that, (a) the storage, handling and regulations. Tenant covenants that it will use of such permitted Hazardous Substances must at all times complyconform to all Governmental Requirements and to applicable fire, safety and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
insurance requirements; (b) To the extent required by Environmental Lawstypes and quantities of permitted Hazardous Substances which are stored in the Premises must be reasonable and appropriate to the nature and size of Tenant’s operation in the Premises and reasonable and appropriate for a first-class building of the same or similar use and in the same market area as the Building; (c) no Hazardous Substance shall be spilled or disposed of on, in, under or around the Land or Building or otherwise discharged from the Premises or any area adjacent to the Land or Building; and (d) in no event will Tenant be permitted to store, handle or use on, in, under or around the Premises any Hazardous Substance which will increase the rate of fire or extended coverage insurance on the Land or Building, unless: (1) such Hazardous Substance and the expected rate increase have been specifically disclosed in writing to Landlord; (2) Tenant has agreed in writing to pay any rate increase related to each such Hazardous Substance; and (3) Landlord has approved in writing each such Hazardous Substance, which approval shall be subject to Landlord’s sole discretion.
4.21.2 Tenant shall respond to any release ofindemnify, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify defend and hold each Lender, the Trustee harmless Landlord and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless ’s Agents from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, Claims arising out of or in any manner connected with (i) the violation breach of any Environmental Law with respect to any Leased Property or any prior ownership provision of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediatethis paragraph, as required by this Paragraph 26which expenses shall also include laboratory testing fees, Hazardous Materials frompersonal injury claims, on or to any Leased Property or any portion or portions thereof, including any past or current Release clean-up costs and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The environmental consultants’ fees. Tenant agrees that it will Landlord may be irreparably harmed by Tenant’s breach of this paragraph and that a specific performance action may appropriately be brought by Landlord; provided that, Landlord’s election to bring or not install bring any underground such specific performance action shall in no way limit, waive, impair or above-ground storage tank at hinder Landlord’s other remedies against Tenant.
4.21.3 As of the execution date of this Lease, Tenant represents and warrants to Landlord that, except as otherwise disclosed by Tenant to Landlord, Tenant has no intent to bring any Leased Property without specificHazardous Substances on, prior written approval from in or under the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property Premises except for the type and quantities authorized in compliance with all applicable Environmental Lawsthe first paragraph of the paragraph captioned “Hazardous Substances.”
Appears in 1 contract
Sources: Consent to Sublease (Cephalon Inc)
Hazardous Substances. As used in this Lease, the term "Environmental Law(s)" means any past, present or future federal, state or local Law relating to (a) Tenant agrees that it will not the environment, human health or safety, including, without limitation, emissions, discharges, releases or threatened releases of Hazardous Substances (as defined below) into the environment (including, without limitation, air, surface water, groundwater or land), or (b) the manufacture, generation, refining, processing, distribution, use, sale, treatment, receipt, storage, disposal, transport, arranging for transport, or handling of Hazardous Substances. As used in this Lease, the term "Hazardous Substances" means and includes any hazardous or toxic materials, substances or wastes as now or hereafter designated or regulated under any Environmental Laws including, without limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls ("PCBs"), and freon and other chlorofluorocarbons. Neither Lessee, Lessee’s agents, employees, contractors, nor any other person shall without required and applicable permits, store, place, generate, manufacture, refine, handle, or locate on, aboutin, under or under any Leased around the Property, release, treat any common areas or dispose any other portion of the Airport any Hazardous Materials; but the foregoing Substance. Lessee shall not prevent the use, storage cause or existence of permit any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property Substance to be in compliance withbrought upon, in all material respects with each applicable Environmental Law. If asbestos kept or asbestos-containing materials are present used in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain about the Premises without the required and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall aapplicable permits. ▇▇▇▇▇▇ said Asbestos agrees that (a) the storage, handling and dispose use of it such permitted Hazardous Substances must at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereofall times conform to all Governmental Requirements and to applicable fire, (iii) comply with all Environmental Laws related to Asbestos safety and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
insurance requirements; (b) To the extent required by Environmental Lawstypes and quantities of permitted Hazardous Substances which are stored in the Premises must be reasonable and appropriate to the nature and size of Lessee’s operation on the Premises and reasonable and appropriate for the same or similar use and in the same market area as the Premises; and (c) no Hazardous Substance shall be spilled or disposed of on, Tenant shall respond in, under or around the Premises or otherwise discharged from the Premises or any area adjacent to the Premises. Lessee acknowledges full and complete responsibility for any release ofand all costs associated with the removal and disposal of all Hazardous Substances located on the Premises, and shall remove any Hazardous Materialscommon areas or any other portion of the Airport as a result of Lessee’s actions, whether existing prior todiscovered during the term of the Lease, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, subsequent termination of this Lease. In no event will Lessee be permitted to store, Tenant shall and hereby does agree to defendhandle or use on, indemnify and hold each Lenderin, under or around the Trustee and LandlordPremises, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property common areas or any prior ownership other portion of the Airport any Leased PropertyHazardous Substance which will increase the rate of fire or extended coverage insurance on the Premises, any common areas or any other portion of the Airport, unless: (1) such Hazardous Substance and the expected rate increase have been specifically disclosed in writing to County; (ii2) the Release or threatened Release of or failure Lessee has agreed in writing to remove or otherwise remediate, as required by this Paragraph 26, pay any rate increase related to each such Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.Substance; and
Appears in 1 contract
Sources: Master Lease Agreement
Hazardous Substances. Tenant shall not cause or permit any Hazardous Substances (being hazardous or toxic substances, materials, or wastes as defined or established from time to time by applicable local, state, or federal ordinances, statutes, or regulations) to be brought upon, or kept or used in or about the Premises, the Building/s or the Center by Tenant, its agents, employees, contractors, or invitees, unless (a) Tenant agrees that it will not on, about, or such Hazardous Substances are necessary for Tenant's business (as such business is a permitted use under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times complySection 6.10 above), and will cause each Leased Property to be in compliance with(b) Tenant first obtains the written consent of Landlord. Whether or not Landlord has given such consent, in all material respects with each applicable Environmental Law. If asbestos if a release of Such Hazardous Substances occurs (whether caused by Tenant or asbestos-containing materials are present in or at any Leased Property (“Asbestos”not), Tenant shallshall immediately notify Landlord, and as to any such release that has been caused or permitted by Tenant: (i) prepare, maintain Tenant shall immediately and timely comply entirely remove such released Hazardous Substance/s in a manner fully in compliance with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as all laws pertaining to the progress removal and satisfaction of such O&M Plan, storage or deposit thereof; and (ii) prevent Tenant hereby agrees to indemnify and hold Landlord harmless as provided in Section 7.3 below, as a result of (a) Tenant's failure or delay in properly complying with any Asbestos from becoming friable and if any Asbestos does become friablelaw, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill order, rule, or regulation, or other requirements referred to in accordance with law as soon as practicable following the discovery thereofSection 6.10 above, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
or (b) To any adverse effect which results from the extent required by Environmental Laws, Tenant shall respond to any release presence of, and shall remove discharge of, or release of any Hazardous MaterialsSubstances in, whether existing prior toabout or from the Premises, the Building/s, the Center, or occurring during, any Common Areas. This indemnification by Tenant of Landlord shall survive the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, termination of this Lease. Further, upon reasonable evidence that a release of a hazardous substance has occurred, Tenant shall shall, upon Landlord's demand and hereby does agree at Tenant's sole expense, demonstrate to defendLandlord (through such tests, indemnify professional inspections, sampling or otherwise as is, in Landlord's sole judgment, sufficient for the purpose) that Tenant has fully and hold each Lendercompletely removed, cleaned up, detoxified or de contaminated any releases or discharges of Hazardous Substances in or upon the Trustee Premises, Building/s, Center, or Common Areas. Landlord warrants that as of the date of execution hereof and Landlordto the best of its knowledge, their respective successors there are no hazardous substances stored on or within the Premises and assignsBuilding, officers, directors, shareholders, partners, members, affiliates, beneficiaries utilized in the construction of the Premises and employees, harmless from Building or existing in the Premises and against any and all causes of actions, suits, demands or judgments Building that would constitute a violation of any nature whatsoeverapplicable law, losses, damages, penalties, expenses, fees, claims, costs code or ordinance. Tenant shall be responsible for causing the Premises to at all times be in compliance with the terms and regulations of the Americans with Disabilities Act of 1991 (including response and remedial coststhe "ADA"), and liabilities, including, but not limited to, reasonable attorneys’ fees the design and costs of litigation, arising out of or in any manner connected with (i) the violation installation of any Environmental Law improvements, additions or alterations to the Premises, Furthermore, Tenant shall operate the Premises at all times and its business thereon in a manner to comply with respect the ADA. Landlord reserves the right to any Leased Property or any prior ownership of any Leased Property; (ii) hereafter modify, from time to time, the Release or threatened Release of or failure policies, practices, rules regulations and procedures applicable to remove or otherwise remediatethe Premises, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected extent necessary to comply with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermADA.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. (a) Tenant Notwithstanding anything to the contrary in the Lease Form, Lessor acknowledges and agrees that the Premises will be used for the manufacture of microelectronics and that such use requires the use of Hazardous Substances. Lessor hereby consents to the use of those Hazardous Substances listed on Exhibit 1 to this Second Addendum and any Hazardous Substances used in place of those listed on Exhibit 1 ("Replacement Hazardous Substances") PROVIDED SUCH USE IS IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. Lessee shall provide Lessor a copy of the Hazardous Materials Business Plan ("HMBP") it will not on, about, or under any Leased Property, release, treat or dispose submit to the relevant governmental agency for the facility as well as a copy of any updates to the HMBP at the time such updates are submitted. To the best knowledge of Lessor, except as previously disclosed in writing to Lessee, (i) no Hazardous Materials; but Substances are present on or about the foregoing shall not prevent Premises or the usesoil, surface water or groundwater thereof, (ii) no underground storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos tanks or asbestos-containing building materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain on the Premises and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if no action, proceeding or claim is pending or threatened regarding the O&M Plan requires Premises concerning any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond Hazardous Substances or pursuant to any release oflaw. Lessor has delivered to Lessee all reports and environmental assessments of the Premises conducted at the request of or otherwise available to Lessor. Under no circumstance shall Lessee be liable for, and Lessor shall remove any Hazardous Materialsindemnify, whether existing prior todefend with counsel reasonably acceptable to Lessee, protect and hold harmless Lessee, its employees, agents, contractors, stockholders, directors, officers, subtenants, successors, representatives, and assigns from and against, all claims, losses, costs, damages, liabilities, and expenses (including attorneys' and consultants' fees) of every type and nature, directly or occurring during, the Term on any Leased Property and whether or not indirectly arising out of or in connection with any manner connected with Tenant’s occupancy of such Leased Property during Hazardous Substances present at any time on or about the Term. In addition toPremises or the soil, and without limiting Paragraph 10air, of this Leaseimprovements, Tenant shall and hereby does agree to defendgroundwater or surface water thereof, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect law relating to any Leased Property or any prior ownership such Hazardous Substance, except to the extent THAT SUCH HAZARDOUS SUBSTANCE WERE PRESENT PRIOR TO LESSEE'S OCCUPANCY TO THE PREMISES. This Section 3 and Section 6.2 of any Leased Property; (ii) the Release or threatened Release Lease Form are the SOLE provisions of or failure the Lease pertaining to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or Substances and no other provision shall be deemed to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlordapply thereto. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.27
Appears in 1 contract
Sources: Lease Agreement (New Focus Inc)
Hazardous Substances. Except for customary materials necessary for operation, cleaning and maintenance of the Leased Property, none of the City, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee shall cause or permit any Hazardous Substance to be brought upon, generated at, stored or kept or used in or about the Leased Property without prior written notice to the City and the Trustee and all Hazardous Substances, including customary materials necessary for construction, operation, cleaning and maintenance of the Leased Property, will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Substance so brought upon or used or kept on or about the Leased Property, provided unless the Trustee has exercised its right to take possession of the Leased Property after the occurrence and continuance of an Event of Lease Default, the Trustee shall have no responsibility under this Section to monitor or investigate whether the Lease Property complies with environmental laws or is subject to any Hazardous Substance. If the presence of Hazardous Substance on the Leased Property caused or permitted by the City, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, results in contamination of the Leased Property, or if contamination of the Leased Property by Hazardous Substance otherwise occurs for which the City, the Trustee or any sublessee or assignee of the Leased Property, as the case may be, is legally liable for damage resulting therefrom, then the City, the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, shall reimburse the other party for its reasonable and necessary legal expenses to defend the parties hereto or assignees hereof that have not caused or permitted such contamination and are not so legally liable with respect to this Site Lease from claims for damages, penalties, fines, costs, liabilities or losses; provided that the cost of such defense: (a) Tenant agrees in the case of the Trustee, shall be payable only if the Trustee has exercised its right to take possession of the Leased Property and shall be payable solely from the Series 2020A Trust Estate or Series 2020B Trust Estate; or (b) in the case of the City, shall be payable only to the extent permitted by law and only if the cost of such defense has been annually appropriated by the City. This duty to reimburse legal expenses is not an indemnification. It is expressly understood that it will not onnone of the City, aboutthe Trustee or any sublessee, purchaser or assignee is indemnifying any other person with respect to this Site Lease. Without limiting the foregoing, if the presence of any Hazardous Substance on the Leased Property is caused or permitted by:
(a) the Trustee after the Trustee has exercised its right to take possession of the Leased Property after the occurrence and continuance of an Event of Lease Default, or under any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, results in any contamination of the Leased Property, releasethe Trustee or any sublessee, treat purchaser or dispose assignee of any Hazardous Materials; but the foregoing Leased Property from the Trustee, as the case may be, shall not prevent provide prior written notice to the useCity and the Trustee and promptly take all actions, storage or existence solely at the expense of any Hazardous Materials in the ordinary course Series 2020A Trust Estate and Series 2020B Trust Estate as are necessary to effect remediation of Tenant’s business the contamination in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.legal requirements; or
(b) To the extent required by Environmental LawsCity, Tenant shall respond to results in any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring duringcontamination of the Leased Property, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant City shall and hereby does agree provide prior written notice to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and promptly take all causes of actions, suitssolely at the expense of the City, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediatewhich expenses shall constitute Additional Rentals, as required by this Paragraph 26, Hazardous Materials from, on or are necessary to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during effect remediation of the Initial Term or any Renewal Term, whether or not arising out of or contamination in any manner connected accordance with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termlegal requirements.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Site Lease Agreement
Hazardous Substances. Lessee agrees to comply, at Lessee's expense, with all laws and regulations (aFederal, State and Local) Tenant agrees that it will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, relating to Lessee's storage or existence use of any Hazardous Materials hazardous substances, materials, waste and toxic substances (as such are described, defined and identified in the ordinary course laws and regulations regarding such substances now or in force during any portion of Tenant’s business the Lease Term). "Compliance" includes obtaining and maintaining all required permits from the appropriate authorities. Upon termination of this Lease, Lessee agrees, at Lessee's expense, to remove and, if necessary, transport all such material from the Premises, conforming in accordance with such removal to the requirements of the applicable laws and regulations. Tenant covenants that it will at all times complyLessee shall not take any remedial action (including consent decrees, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos settlement agreements or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (icompromises) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with without giving reasonable written notice when such remediation is completed to Lessor to afford Lessor the opportunity to protect Lessor's interest. Lessee shall give Lessor prompt written notice of any enforcement activity (threatened or otherwise) by and expert certification that such remediation has been completed satisfactorily enforcement agency; any claim for damages made against Lessee and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond any report to any release of, and shall remove any Hazardous Materials, whether existing prior to, environmental agency regarding Lessee's activities or occurring during, the Term on any Leased Property and whether or not arising out use of or in any manner connected with Tenant’s occupancy of such Leased Property during the Termthese substances. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, Lessee will indemnify and hold each Lenderdefend (by counsel reasonably acceptable to Lessor) Lessor, the Trustee Lessor's partners, employees, agents, attorneys' and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, to hold them free and harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, claims for damages, penaltiespenalties and forfeitures for Lessee's violation, expensesor alleged, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property such law or any prior ownership regulation. Indemnification shall include the cost of any Leased Property; required or necessary repair, cleanup, removal, detoxification or decontamination of the Premises to completion. The acts of omissions of Lessee's agent, employees, assignees, contractors or subcontractors (ii) the Release of Lessee or threatened Release others), whether negligent, intentional or unlawful, shall be strictly attributable to Lessee. The provisions of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on shall survive the expiration or termination of this Lease. Lessor shall have the right to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during require Lessee to provide reasonable security for the Initial Term or any Renewal Term, whether or not arising out performance of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal TermLessee's obligations under this Paragraph.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Sublease (Spectrian Corp /Ca/)
Hazardous Substances. Tenant shall at all times and in all respects comply with all federal, state and local laws, ordinances and regulations (a"HAZARDOUS MATERIALS LAWS") Tenant agrees that it will not onrelating to the industrial hygiene, about, environmental protection or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage analysis, generation, manufacture, storage, presence, disposal or existence transportation of any oil, petroleum products, flammable explosives, asbestos, urea formaldehyde, polychlorinated biphenyls, radioactive materials or waste, or other hazardous toxic, contaminated or polluting materials, substances or wastes, including without limitation any "hazardous substances", "hazardous wastes", "hazardous materials" or "toxic substances" under any such laws, ordinances or regulations (collectively, "HAZARDOUS MATERIALS"). Tenant shall at its own expense procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for Tenant's use of the Premises, including without limitation, discharge of (appropriately treated) materials or waste into or through any sanitary sewer system serving the Premises. Tenant shall in all respects, handle, treat, deal with and manage any and all Hazardous Materials in, on, under or about the Premises in complete conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding the management of such Hazardous Materials. Tenant may utilize such Hazardous Materials as are used by Tenant in the ordinary course of Tenant’s its business in accordance so long as Tenant complies with applicable laws and regulationsthe requirement hereof. Upon written notice from Landlord requesting the identity of such substances or materials, Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects provide Landlord with each applicable Environmental Lawa list of same. If asbestos any lender or asbestos-containing materials governmental agency shall ever require testing to ascertain whether or not there has been any release of Hazardous Materials, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional charges if such requirement applies to the Premises and if the results of such testing confirm that Hazardous Materials are present on the Premises in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy violation of the O&M Plan to Landlord and, upon request provisions hereof and that Tenant has caused such release of Landlord or Lender, promptly provide periodic updates as to Hazardous Materials at the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friablePremises. In addition, Tenant shall a▇▇▇▇ said Asbestos certify on a reasonable basis from time to time at Landlord's request concerning Tenant's best knowledge and dispose belief, without the necessity of it at a properly licensed landfill in accordance with law as soon as practicable following inquiry, regarding the discovery thereof, (iii) comply with all Environmental Laws related presence of Hazardous Materials brought by Tenant on to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Premises. Tenant shall respond to indemnify Landlord in the manner elsewhere provided in this Lease from any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with violation by Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Lease Agreement (Department 56 Inc)
Hazardous Substances. (a) Subject to Section 4.3(f), Tenant agrees that it will not onshall at all times and in all respects comply with all federal, aboutstate and local laws, ordinances and regulations ("HAZARDOUS MATERIALS LAWS") relating to the industrial hygiene, environmental protection or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage analysis, generation, manufacture, storage, presence, disposal or existence transportation of any Hazardous Materials in oil, flammable explosives, asbestos, urea formaldehyde, polychlorinated biphenyIs, radioactive materials or waste, or other hazardous, toxic, contaminated or polluting materials, substances or wastes, including without limitation any "hazardous substances," "hazardous wastes," "hazardous materials" or toxic substances" under any such laws, ordinances or regulations (collectively, "HAZARDOUS MATERIALS") at the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M PlanDemised Premises.
(b) To the extent required by Environmental LawsSubject to Section 4.3(f), Tenant shall respond at its own expense procure (other than a certificate of occupancy), maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for Tenant's use of the Demised Premises, including, without limitation, discharge of (appropriately treated) materials or waste into or through any sanitary sewer system serving the Demised Premises. Tenant shall in all respects handle, treat, deal with and manage any and all Hazardous Materials in, on, under or about the Demised Premises in complete conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding the management of such Hazardous Materials. Subject to Section 4.3[f), all reporting obligations imposed by Hazardous Materials Laws are solely the responsibility of Tenant. Upon expiration or earlier termination of this Lease and subject to Section 4.3(f), Tenant shall cause all Hazardous Waste Materials (as defined in 22 CCR 66261.3) to be removed from the Demised Premises and transported for use, storage or disposal in accordance with and in complete compliance with all applicable Hazardous Materials Laws. Tenant shall not take any release of, and shall remove remedial action in response to the presence of any Hazardous MaterialsMaterials in, whether existing prior toon, about or occurring during, under the Term on any Leased Property and whether or not arising out of Demised Premises or in any manner Improvements situated on the Land other than in the normal course of Tenant's business operations as now contemplated in accordance with all Hazardous Materials Laws or as necessitated by emergency considerations in accordance with all applicable Hazardous Materials Laws, nor enter into any settlement agreement, consent decree or other compromise in respect to any claims relating to any Hazardous Materials in any way connected with the Demised Premises or the Improvements on the Land without first notifying Landlord of Tenant’s occupancy of such Leased Property during the Term's intention to do so and affording Landlord ample opportunity to appear, intervene or otherwise appropriately assert and protect Landlord's interest with respect thereto. In addition toaddition, and without limiting Paragraph 10at Landlord's request, at the expiration of the term of this Lease, Tenant shall remove all tanks or fixtures which were placed on the Demised Premises during the term of this Lease and hereby does agree which contain, have contained or are contaminated with Hazardous Waste Materials.
(c) Tenant shall immediately notify Landlord in writing of (i) any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to defendany Hazardous Materials Laws; (ii) any claim made or threatened by any person against Landlord or the Demised Premises relating to damage, indemnify contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iii) any non-routine reports made to any environmental agency arising out of or in connection with any Hazardous Materials in, on or about the Demised Premises or with respect to any Hazardous Materials removed from the Demised Premises, including any complaints, notices, warnings, reports or asserted violations in connection therewith. Tenant shall also provide to Landlord, as promptly as possible, and in any event within five (5) business days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations from any governmental agency of any Hazardous Materials Laws relating in any way to the Demised Premises or Tenant's use thereof. Upon written request of Landlord (to enable Landlord to defend itself from any claim or charge related to any Hazardous Materials Laws), Tenant shall promptly deliver to Landlord notices of hazardous waste manifests reflecting the legal and proper disposal of all such Hazardous Materials removed from the Demised Premises. Subject to Section 4.3(f), all such manifests shall list the Tenant or its agent as a responsible party and in no way shall attribute responsibility for any such Hazardous Materials to Landlord.
(d) Subject to Section 4.3(f), Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord), protect and hold Landlord and each Lender, the Trustee and of Landlord, their respective successors and assigns, 's officers, directors, shareholders, partners, membersshareholders, affiliates, beneficiaries and employees, agents, attorneys, successors and assigns free and harmless from and against any and all causes of actionsclaims, suits, demands or judgments of any nature whatsoever, lossesliabilities, damages, costs, penalties, expensesforfeitures, fees, claims, costs losses or expenses (including response attorneys' fees) for death or injury to any person or damage to any property whatsoever (including water tables and remedial costsatmosphere) to the extent arising or resulting in whole or in part, directly or indirectly, from the presence or discharge of Hazardous Materials in, on, under, upon or from the Demised Premises or the Improvements located thereon or from the transportation or disposal of Hazardous Materials to or from the Demised Premises to the extent brought onto the Demised Premises by Tenant whether knowingly or unknowingly, the standard herein being one of strict liability. For purposes of the indemnity provided herein, any act or omission of Tenant or its agents, employees, contractors or subcontractors (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Tenant. Subject to Section 4.3(f), Tenant's obligations hereunder shall include, without limitation, and liabilitieswhether foreseeable or unforeseeable, including, but not limited to, reasonable attorneys’ fees and all costs of litigationany required or necessary repairs, clean-up or detoxification or decontamination of the Demised Premises or the Improvements, and the presence and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration of or early termination of the term of this Lease. For purposes of the indemnity provided herein, any acts or omissions of Tenant or its employees, agents, customers, sublessees, assignees, contractors or subcontractors (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Tenant.
(e) Landlord may, at its expense, commission an environmental audit of the Demised Premises at any time after prior written notice thereof to Tenant; provided that such environmental audit does not unreasonably interfere with Tenant's use of the Demised Premises, or any portion thereof, and provided further that Landlord indemnifies, defends and holds harmless Tenant and its officers, agents, employees and customers from and against any loss, liabilities or damages to Tenant's machinery, equipment, fixtures and personal property, and all liability, loss or damage arising from an injury to the property of Tenant, or its officers, agents, employees or customers, and any death or personal injury to any person or persons to the extent arising out of such environmental audit except for liability, loss or damage caused by Tenant's gross negligence or willful misconduct. However, should Tenant breach any of its obligations set forth in this Section 4.3 in a manner that may expose Landlord to liability, and Landlord provides written notice to Tenant of the reasonable basis upon which it believes it has been exposed to liability, then Landlord shall have the right to require Tenant to undertake and submit to Landlord an environmental audit from an environmental company reasonably acceptable to Landlord, which audit shall evidence Tenant's compliance with this Section 4.3.
(f) Landlord represents and warrants that as of the date of this Lease there are, and as of the Commencement Date there will be, no Hazardous Materials located on the Demised Premises, other than an as required for the normal operation of the Demised Premises and in accordance with all Hazardous Materials Laws. Landlord shall indemnify, defend (with counsel reasonably acceptable to Tenant), protect and hold Tenant and each of Tenant's officers, directors, partners, shareholders, affiliates, employees, agents, attorneys, successors and assigns free and harmless from and against any and all claims, liabilities, damages, costs, penalties, forfeitures, losses or expenses (including attorneys' fees) for death or injury to any person or damage to any property whatsoever (including water tables and atmosphere) arising or resulting in whole or in any manner connected with (i) part, directly or indirectly, from the violation presence of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials fromin, on on, under, upon or from the Demised Premises or the Improvements located thereon prior to the Commencement Date, or from the transportation or disposal of Hazardous Materials to or from the Demised Premises to the extent caused by Landlord whether knowingly or unknowingly, the standard being one of strict liability. For purposes of the indemnity provided herein, any Leased Property act or any portion omission of Landlord or portions thereofits agents, including any past employees, contractors or current Release and any Release or threatened release during the Initial Term or any Renewal Term, subcontractors (whether or not arising out they are negligent, intentional, willful or unlawful) shall be strictly attributable to Landlord. Subject to Section 4.3(f), Landlord's obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repairs, clean-up or detoxification or decontamination of the Demised Premises or the Improvements, and the presence and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration of or in any manner connected with Tenant’s occupancy early termination of any Leased Property during the Initial Term or any extension or Renewal Termterm of this Lease.
(cg) The obligations of Landlord and Tenant agrees that it will not install any underground under this Section 4.3 shall survive the expiration or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Lawsearlier termination of this Lease.
Appears in 1 contract
Sources: Lease (Applied Micro Circuits Corp)
Hazardous Substances. (a) Tenant agrees that it will not on, about, or under any Leased Property, release, treat or dispose of any All Hazardous Materials; but Substances remediation shall be governed by the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M MasterWork Plan, (ii) prevent East Village Remediation Area, dated July 31, 1999 and any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose applicable soil management plan approved by the County Department of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M PlanHealth.
(b) To Generally, PCL shall be responsible for the extent required on-site management of all Hazardous Substances and waste generated and used by Environmental Laws, Tenant PCL and its Consultants in the construction of the Ballpark on each Project Site from the period commencing on the date on which the City issues the Project Notice to Proceed with respect to such Project Site and terminating on the date Substantial Completion of the Ballpark has been achieved. PCL shall respond be identified to any release ofGovernmental Agency as the party responsible for generation, treatment, storage and disposal of all Hazardous Substances and wastes generated or used by PCL and its Consultants in the construction of the Ballpark during such period (and, therefore, PCL shall remove any be designated as the “generator” on all manifests relating to all such Hazardous Materials, whether existing prior to, or occurring duringSubstances and wastes). The City shall be responsible for the on-site management of all Hazardous Substances and waste generated and used by the City, the Term on any Leased Property Agency and whether or not arising out of or CCDC and their respective Consultants in any manner connected with Tenant’s occupancy of the following activities (such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lenderactivities, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with “City Development Activities”): (i) the violation development, construction and operation of any Environmental Law the Ballpark on each Project Site prior to the date on which the City issues the Project Notice to Proceed with respect to any Leased Property or any prior ownership of any Leased Property; such Project Site and (ii) the Release or threatened Release development, construction and operation of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or the Infrastructure and the Land Acquisition. The City shall be identified to any Leased Property Governmental Agency as the party responsible for the generation, treatment, storage and disposal of all Hazardous Substances and wastes generated or any portion used by the City, the Agency and CCDC and their respective Consultants in the City Development Activities (and, therefore, the City shall be designated as the “generator” on all manifests relating to all such Hazardous Substances and wastes). If PCL discovers, encounters or portions thereof, including any past or current Release and any Release or threatened release during is notified of the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy existence of any Leased Property during known or unknown Hazardous Substances existing on, above or below any Project Site as of the Initial Term or any extension or Renewal Termdate the City issues the Project Site Notice to Proceed, then PCL shall promptly notify the City thereof and cordon off the area containing such Hazardous Substances.
(c) The Tenant agrees that it will not install any underground City shall, as soon as is reasonably practicable, deliver or above-ground storage tank at any Leased Property without specificcause to be delivered to PCL for each Project Site, prior written approval the Project Site Certificates of Completion, as defined by the ▇▇▇▇▇▇▇ Redevelopment Act, from the LandlordAdministering Agency under H&S Code Section 33459 et seq. The Tenant agrees that it will not store combustible and closure or flammable materials on “no further action” letters contemplated by the Master Workplan, East Village Redevelopment Area, dated July 30, 1999. PCL shall cooperate with the City, the Agency and CCDC to allow them to undertake all actions necessary to satisfy the obligations described in the foregoing sentence during construction of the Ballpark; provided, however, the Expected Opening Date shall be equitably adjusted to reflect any Leased Property except resulting delay in compliance with all applicable Environmental Lawsthe construction of the Ballpark.
Appears in 1 contract
Sources: Ballpark Design Build Procurement Consultant Agreement
Hazardous Substances. (a) Tenant agrees that it will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but Notwithstanding anything to the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”)contrary set forth herein, Tenant shallshall not: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy use or permit the use of the O&M Plan to Landlord and, upon request Leased Premises for the treatment or disposal of Landlord any Hazardous Substances; or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent store or use or permit the storage or use of any Asbestos from becoming friable Hazardous Substance on the Leased Premises, except for such storage and if usage of those types and minimal amounts of Hazardous Substances, as are ordinary, customary and necessary for the operations permitted under this Lease and stored and/or used in strict conformity with all applicable Environmental Laws; provided that Tenant or any Asbestos does become friableother occupants of the Leased Premises shall not stockpile Hazardous Substances or otherwise store more Hazardous Substances on the Leased Premises than are ordinary, customary and necessary to conduct with reasonable dispatch the operations permitted under this Lease. All storage, usage, and transportation of Hazardous Substances shall be conducted in compliance with the Laws and Rules, and Tenant shall a▇▇▇▇ said Asbestos take all necessary and dispose of it at a properly licensed landfill appropriate safety precautions in accordance connection with law as soon as practicable following the discovery thereofsuch storage, (iii) comply with all Environmental Laws related to Asbestos usage, and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plantransportation.
(b) To the extent required by Environmental Laws, Tenant shall respond agrees to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and harmless Landlord, their respective successors and assignsany party affiliated with Landlord, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actionsclaims, suitsjudgments, demands or judgments of any nature whatsoeverliabilities, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, expenses (including, but not limited towithout limitation, reasonable attorneys’ ' fees and costs of litigationcourt costs) arising from, arising out of or in any manner connected with connection with: (i) the violation any treatment, disposal, storage or usage of any Environmental Law with respect to Hazardous Substances in, on, or about the Leased Premises; or (ii) any Leased Property or any prior ownership transportation of any Hazardous Substances to or from the Leased PropertyPremises, whether or not such storage or usage constitutes a failure of Tenant fully to observe or perform its obligations under this Section or fully to comply with or observe the limitations and restrictions under this Section. The claims, judgments, liabilities, losses, costs, and expenses from and against which Tenant has agreed to indemnify and hold harmless Landlord, and any party affiliated with Landlord, under this Section shall include (without limitation) the following: (i) any obligation or liability of Tenant or Landlord under any Law to remove any Hazardous Substance or contaminated soil or groundwater, from the Leased Premises, the Building or the Real Estate, "clean up" any contamination of the soil or the groundwater in, on, or under the Building or the Real Estate, or perform any remediation of or for the Leased Premises, the Building or the Real Estate; (ii) the Release all charges, fines, or threatened Release of penalties imposed by governmental authority or failure to remove or otherwise remediateunder any Law governing Hazardous Substances; and (iii) all claims by, as required by this Paragraph 26and liabilities to, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termthird party.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. (a) Tenant agrees that it will Except for the hazardous materials and substances and the use thereof required to operate and maintain the Improvements and materials and substances typically located in garden-style apartment communities (so long as such materials and substances are maintained and stored in compliance with all applicable federal, state and local statutory and regulatory environmental requirements), the Mortgagor shall not onmake, aboutstore, or under any Leased Propertyuse, releasetreat, treat release or dispose of any Hazardous Materials; hazardous substances, pollutants or other contaminants ("Prohibited Substances") on or under the Real Estate. If any such Prohibited Substances are nonetheless made, stored, used, treated, released, disposed of or found to exist on or under the Real Estate, the Mortgagor shall give immediate written notice to the Beneficiary of such occurrence or existence. If the Mortgagor fails to keep the Real Estate or Improvements free of such Prohibited Substances, the Beneficiary may, but the foregoing shall not prevent the usebe obligated to, storage do or existence of any Hazardous Materials cause to be done such acts as are necessary or desirable in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times complyBeneficiary's opinion to test for, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos remove and dispose of it at such Prohibited Substances. All amounts spent by the Beneficiary for the testing, removal and disposal of such Prohibited Substances and the return of the Real Estate and Improvements to a properly licensed landfill in accordance with law as soon as practicable following condition free of Prohibited Substances to the discovery thereof, (iii) extent necessary to comply with all Environmental Laws related applicable law shall become a debt due by the Mortgagor to Asbestos the Beneficiary and (iv) if at once payable, without demand or notice, and shall become a part of the O&M Plan requires any remediationDebt secured by this deed of trust, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and to bear interest as provided in accordance with the O&M PlanNote from the date of payment by the Beneficiary until paid by the Mortgagor.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and The Mortgagor hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with warrants that (i) there are no civil, criminal or administrative environmental proceedings involving the violation of any Environmental Law with respect Real Estate that are pending or to any Leased Property or any prior ownership of any Leased Propertythe Mortgagor's knowledge threatened; (ii) the Release Mortgagor knows of no facts or threatened Release of or failure circumstances that might give rise to remove or otherwise remediatesuch a proceeding in the future; (iii) to the Mortgagor's knowledge, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except Real Estate is in compliance with all applicable federal, state and local statutory and regulatory environmental requirements; and (iv) to the Mortgagor's knowledge, the Real Estate is free from any and all "hazardous substances," "pollutants" and other "contaminants," as those terms are defined in the federal Comprehensive Environmental LawsResponse, Compensation, and Liability Act ("CERCLA") and rules and regulations thereunder. The Mortgagor shall give immediate written notice to the Beneficiary of any actual or threatened "release" (as defined in CERCLA and rules and regulations thereunder) of such substances on or from the Real Estate or any portion thereof at any time during or preceding the Mortgagor's ownership of the Real Estate. The Mortgagor shall indemnify and hold the Beneficiary and Trustee harmless from and against all loss, damages, fines, penalties, liability and expenses (including but not limited to reasonable attorneys' fees and costs of investigation and litigation) caused by or in any manner resulting from such substances on or under the Real Estate or any portion thereof at any time during or preceding the Mortgagor's ownership of the Real Estate. The indemnity provisions of this paragraph 8 shall survive the satisfaction of this deed of trust and shall continue in full force and effect notwithstanding the payment of the Debt in full for claims arising during or preceding the Mortgagor's ownership of the Real Estate.
Appears in 1 contract
Sources: Deed of Trust, Security Agreement and Assignment of Rents and Leases (Roberts Realty Investors Inc)
Hazardous Substances. (a) Tenant agrees that it will not on, about, or under any the Leased PropertyPremises, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each the Leased Property Premises to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any the Leased Property Premises and whether or not arising out of or in any manner connected with Tenant’s occupancy of such the Leased Property Premises during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any the Leased Property Premises or any prior ownership of any the Leased PropertyPremises; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any the Leased Property Premises or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any the Leased Property Premises during the Initial Term or any extension or Renewal Term.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any the Leased Property Premises without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any the Leased Property Premises except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Hazardous Substances. 4.20.1 As of the execution date of this Lease, Landlord represents and warrants to Tenant that (a) Tenant agrees that it will not to Landlord’s actual knowledge there are no Hazardous Substances located on, aboutin or under the Building or the Land and (b) except as otherwise disclosed by Landlord to Tenant, Landlord has no intent to bring any Hazardous Substances on, in or under the Premises except for the type and quantities authorized in subparagraph 4.20.2.
4.20.2 Neither Tenant, any of Tenant’s Agents nor any other person shall store, place, generate, manufacture, refine, handle, or locate on, in, under any Leased Property, release, treat or dispose of around the Land or Building any Hazardous Materials; but Substance, except for storage, handling and use of reasonable quantities and types of cleaning fluids and office supplies in the foregoing shall not prevent the use, storage or existence of any Hazardous Materials Premises in the ordinary course and the prudent conduct of Tenant’s business in accordance with applicable laws and regulationsthe Premises or are required to complete the Tenant Improvements. Tenant covenants agrees that it will (a) the storage, handling and use of such permitted Hazardous Substances must at all times complyconform to all Governmental Requirements and to applicable fire, safety and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
insurance requirements; (b) To the extent required by Environmental Lawstypes and quantities of permitted Hazardous Substances which are stored in the Premises must be reasonable and appropriate to the nature and size of Tenant’s operation in the Premises and reasonable and appropriate for a first-class building of the same or similar use and in the same market area as the Building; and (c) no Hazardous Substance shall be spilled or disposed of on, in, under or around the Land or Building or otherwise discharged from the Premises or any area adjacent to the Land or Building. In no event will Tenant be permitted to store, handle or use on, in, under or around the Premises any Hazardous Substance which will increase the rate of fire or extended coverage insurance on the Land or Building, unless: (1) such Hazardous Substance and the expected rate increase have been specifically disclosed in writing to Landlord; (2) Tenant has agreed in writing to pay any rate increase related to each such Hazardous Substance; and (3) Landlord has approved in writing each such Hazardous Substance, which approval shall be subject to Landlord’s discretion.
4.20.3 Tenant shall respond to any release ofindemnify, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify defend and hold each Lender, the Trustee harmless Landlord and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless ’s Agents from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, Claims arising out of or in any manner connected with (i) the violation Event of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not Default arising out of or in any manner connected with Tenant’s occupancy provision of any Leased Property during the Initial Term or any extension or Renewal Term.
(c) The this paragraph, which expenses shall also include laboratory testing fees, personal injury claims, clean-up costs and environmental consultants’ fees. Tenant agrees that it will Landlord may be irreparably harmed by Tenant’s breach of this paragraph and that a specific performance action may appropriately be brought by Landlord if an Event of Default arises out of any such breach; provided that, Landlord’s election to bring or not install bring any underground such specific performance action shall in no way limit, waive, impair or above-ground storage tank at hinder Landlord’s other remedies against Tenant.
4.20.4 As of the execution date of this Lease, Tenant represents and warrants to Landlord that, except as otherwise disclosed by Tenant to Landlord, Tenant has no intent to bring any Leased Property without specificHazardous Substances on, prior written approval from in or under the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property Premises except for the type and quantities authorized in compliance with all applicable Environmental Lawssubparagraph 4.20.2.
Appears in 1 contract
Sources: Triple Net Lease (HouseValues, Inc.)
Hazardous Substances. Lessee’s obligations and responsibilities with respect to Hazardous Substances (aas defined below) Tenant shall be as follows:
a. Lessee hereby covenants and agrees to use and operate, and shall ensure that it will not onall Lessee Parties, aboutuse and operate, or under the Premises in compliance with any Leased Propertyand all Environmental Laws (as defined below), releaseand shall be solely responsible for securing all environmental and other permits and approvals required for Lessee’s use and operation of the Premises.
b. Except for pesticides, treat or dispose herbicides and other chemicals of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials a nature and in quantities customarily used in similar agricultural operations and in the ordinary course of TenantLessee’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times complyupon the Premises, and will Lessee shall not cause each Leased Property or permit any Hazardous Substance to be in compliance withbrought upon, kept, used, stored, generated or disposed of on, in or about the Premises by Lessee, its agents, representatives, employees, contractors or invitees. ▇▇▇▇▇▇ agrees to keep complete and accurate records of all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials pesticides, herbicides and other agricultural chemicals applied on the Premises, the application rates and fields where the pesticides, herbicides and other agricultural chemicals are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord applied and, upon request by Lessor, shall provide Lessor copies of Landlord all such records.
c. Lessee shall remove any and all Hazardous Substances and containers therefor on the Premises before the expiration or Lendertermination of this Lease. Lessee shall at its own expense take any and all necessary or desirable preventative, promptly provide periodic updates corrective or remedial action regarding any Hazardous Substance in any way affecting the Premises if, as and when any such preventative, corrective or other remedial action is required under any Environmental Law and, whether or not so required, shall perform any containment, removal or remediation of any kind involving any Hazardous Substance in any way affecting the Premises in compliance with all Environmental Laws. Lessee shall also take any and all actions necessary or desirable to return the Premises to the progress condition existing prior to the presence of any such Hazardous Substance on the Premises.
d. Any Hazardous Substance permitted on the Premises as provided in this Section 21 and satisfaction all containers therefor shall be used, kept, stored, handled, managed, generated and disposed of such O&M Planin compliance with Environmental Laws. Lessee shall follow all label restrictions and instructions in the use of all fertilizers, pesticides, herbicides and other chemicals permitted on the Premises as provided in this Section 21. Lessee hereby agrees that it shall be fully liable for all obligations, liabilities, costs and expenses related to the presence, use, storage, handling, management, generation, treatment and disposal of all Hazardous Substances on, at under or from the Premises by Lessee or any Lessee Party, and Lessee shall give immediate notice to Lessor of any violation of or noncompliance with the provisions of this Section 21.
e. WITHOUT LIMITING THE FORGOING COVENANTS AND RESTRICTIONS, LESSEE SHALL REIMBURSE LESSOR PARTIES FOR, AND SHALL RELEASE, INDEMNIFY, DEFEND UPON REQUEST, AND HOLD HARMLESS LESSOR PARTIES FROM AND AGAINST, ALL CLAIMS (AS DEFINED HEREIN) SUFFERED BY OR CLAIMED AGAINST LESSOR PARTIES, DIRECTLY OR INDIRECTLY, BASED ON OR ARISING OUT OF, IN WHOLE OR IN PART: (A) CONTAMINATION OF OR FROM THE PREMISES OR THE GROUNDWATER THEREOF, (iiB) prevent ANY DISCHARGE OF TOXIC OR HAZARDOUS SUBSTANCES INTO ANY SEPTIC FACILITY OR SEWER SYSTEM, (C) ANY VIOLATION OR LIABILITY OF OR UNDER ENVIRONMENTAL LAWS, AND (D) THE RELEASE OR EXISTENCE OF HAZARDOUS SUBSTANCES ON, IN OR ABOUT THE PREMISES (IRRESPECTIVE OF WHETHER THERE HAS OCCURRED A VIOLATION OF APPLICABLE ENVIRONMENTAL LAW RELATING TO THE PREMISES), INCLUDING, WITHOUT LIMITATION, ANY LOSS OF VALUE TO THE PREMISES IN CONNECTION THEREWITH, IN EACH CASE OCCURRING, DIRECTLY OR INDIRECTLY, AS A RESULT OF LESSEE’S OR ANY OTHER LESSEE PARTIES’ ACTIVITIES ON THE PREMISES AND USE OF THE PREMISES. Lessor Parties need not have first paid any Asbestos from becoming friable such claim to be so indemnified and if any Asbestos does become friable, Tenant shall aheld harmless by ▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof▇▇▇. Lessee, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with upon written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Lawsfrom Lessor Parties, Tenant shall respond defend any claim against Lessor Parties at ▇▇▇▇▇▇’s sole expense, using legal counsel satisfactory to any release ofLessor Parties, and Lessor Parties shall remove any Hazardous Materials, whether existing prior to, cooperate with Lessee in such defense. Lessee’s indemnity obligations under this Section 21 shall survive the expiration or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, termination of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes without limitation of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Termtime.
(c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.
Appears in 1 contract
Sources: Farm Lease
Hazardous Substances. (a) Tenant agrees that it will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy A. As of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
(b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, date of this Lease, Landlord represents to Tenant that, to the best of Landlord's knowledge, there are no Hazardous Substances in, under or upon the Premises as of the date hereof. In the event any Hazardous Substances are discovered in, under or upon the Premises and are not introduced into the Premises by Tenant, Tenant shall so notify Landlord and hereby does agree request that Landlord remediate the Premises. If the Landlord elects to defendso remediate, indemnify Landlord shall so notify Tenant within thirty (30) days after such notice from Tenant, whereupon Landlord shall promptly remediate the Premises pursuant to all applicable laws and hold each LenderTenant shall receive a proportionate abatement of rent until the Premises are completely restored and Tenant has received reasonable evidence that the remediation is complete. In the event Landlord fails to promptly remediate such Hazardous Substances or fails to diligently prosecute such remediation or in the event more than thirty-five percent (35%) of Tenant's business operation (in Tenant's reasonable opinion) is adversely affected as a result of such Hazardous Substances (or the remediation thereof), Tenant shall have the Trustee right to terminate this Lease upon fifteen (15) days' written notice to Landlord. "Hazardous Materials" shall mean and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against include any and all causes of actionssubstances, suitschemicals, demands wasters, sewage, or judgments of other materials that are now or hereafter regulated, controlled, or prohibited by any nature whatsoeverlocal, lossesstate or federal law or regulation, damagesrequiring removal, penaltieswarning, expensesor restrictions on the use, feesgeneration, claims, costs (including response and remedial costs), and liabilities, disposal or transportation thereof including, but not limited towithout limitation, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) any substance defined as a "hazardous substance", "Hazardous material", "hazardous waste", "toxic substance", or "air pollutant" in the violation of any Comprehensive Environmental Law with respect to any Leased Property Response, Compensation and Liability Act, ("CERCLA"), 42 U.S.C. Section 9501, set seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, set seq., the Resource Conservation and Recovery Act, ("RCRA"), 42 U.S.C. Section 6901, set seq., the Federal Water Pollution Control Act, 33 U.S.C. Section 1251, set seq., or any prior ownership of any Leased Property; the Clear Air Act, 42 U.S.C. Section 7401, set seq., all as amended and amended hereafter, and (ii) the Release any hazardous substances, hazardous wastes, toxic substances, toxic wastes, hazardous material, wastes, chemical, or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or compound described in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term other federal, state or any extension local stature, ordinance, code, rule, regulation or Renewal Term.
(c) The Tenant agrees that it will not install any underground other laws now or above-ground storage tank at any Leased Property without specifictime hereafter in effect regulating, prior written approval from the Landlord. The Tenant agrees that it will not store combustible relating to or flammable materials on imposing liability or standards or conduct concerning any Leased Property except in compliance with all applicable Environmental Lawshazardous, toxic, or dangerous substance, chemical, material, compound or waste.
Appears in 1 contract
Sources: Lease Agreement (Infonautics Inc)
Hazardous Substances. (a) Subject to Section 4.3(f), Tenant agrees that it will not onshall at all times and in all respects comply with all federal, aboutstate and local laws, ordinances and regulations ("Hazardous Materials Laws") relating to the industrial hygiene, environmental protection or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage analysis, generation, manufacture, storage, presence, disposal or existence transportation of any oil, flammable explosives, asbestos, urea formaldehyde, polychlorinated biphenyls, radioactive materials or waste, or other hazardous, toxic, contaminated or polluting materials, substances or wastes, including without limitation any "hazardous substances," "hazardous wastes," "hazardous materials" or toxic substances" under any such laws, ordinances or regulations (collectively, "Hazardous Materials in Materials") at the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall a▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M PlanDemised Premises.
(b) To the extent required by Environmental LawsSubject to Section 4.3(f), Tenant shall respond at its own expense procure (other than a certificate of occupancy), maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for Tenant's use of the Demised Premises, including, without limitation, discharge of (appropriately treated) materials or waste into or through any sanitary sewer system serving the Demised Premises. Tenant shall in all respects handle, treat, deal with and manage any and all Hazardous Materials in, on, under or about the Demised Premises in complete conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding the management of such Hazardous Materials. Subject to Section 4.3(f), all reporting obligations imposed by Hazardous Materials Laws are solely the responsibility of Tenant. Upon expiration or earlier termination of this Lease and subject to Section 4.3(f), Tenant shall cause all Hazardous Waste Materials (as defined in 22 CCR 66261.3) to be removed from the Demised Premises and transported for use, storage or disposal in accordance with and in complete compliance with all applicable Hazardous Materials Laws. Tenant shall not take any release of, and shall remove remedial action in response to the presence of any Hazardous MaterialsMaterials in, whether existing prior toon, about or occurring during, under the Term on any Leased Property and whether or not arising out of Demised Premises or in any manner Improvements situated on the Land other than in the normal course of Tenant's business operations as now contemplated in accordance with all Hazardous Materials Laws or as necessitated by emergency considerations in accordance with all applicable Hazardous Materials Laws, nor enter into any settlement agreement, consent decree or other compromise in respect to any claims relating to any Hazardous Materials in any way connected with the Demised Premises or the Improvements on the Land without first notifying Landlord of Tenant’s occupancy of such Leased Property during the Term's intention to do so and affording Landlord ample opportunity to appear, intervene or otherwise appropriately assert and protect Landlord's interest with respect thereto. In addition toaddition, and without limiting Paragraph 10at Landlord's request, at the expiration of the term of this Lease, Tenant shall remove all tanks or fixtures which were placed on the Demised Premises during the term of this Lease and hereby does agree which contain, have contained or are contaminated with Hazardous Waste Materials.
(c) Tenant shall immediately notify Landlord in writing of (i) any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to defendany Hazardous Materials Laws; (ii) any claim made or threatened by any person against Landlord or the Demised Premises relating to damage, indemnify contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iii) any non-routine reports made to any environmental agency arising out of or in connection with any Hazardous Materials in, on or about the Demised Premises or with respect to any Hazardous Materials removed from the Demised Premises, including any complaints, notices, warnings, reports or asserted violations in connection therewith. Tenant shall also provide to Landlord, as promptly as possible, and in any event within five (5) business days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations from any governmental agency of any Hazardous Materials Laws relating in any way to the Demised Premises or Tenant's use thereof. Upon written request of Landlord (to enable Landlord to defend itself from any claim or charge related to any Hazardous Materials Laws), Tenant shall promptly deliver to Landlord notices of hazardous waste manifests reflecting the legal and proper disposal of all such Hazardous Materials removed from the Demised Premises. Subject to Section 4.3(f), all such manifests shall list the Tenant or its agent as a responsible party and in no way shall attribute responsibility for any such Hazardous Materials to Landlord.
(d) Subject to Section 4.3(f), Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord), protect and hold Landlord and each Lender, the Trustee and of Landlord, their respective successors and assigns, 's officers, directors, shareholders, partners, membersshareholders, affiliates, beneficiaries and employees, agents, attorneys, successors and assigns free and harmless from and against any and all causes of actionsclaims, suits, demands or judgments of any nature whatsoever, lossesliabilities, damages, costs, penalties, expensesforfeitures, fees, claims, costs losses or expenses (including response attorneys' fees) for death or injury to any person or damage to any property whatsoever (including water tables and remedial costsatmosphere) to the extent arising or resulting in whole or in part, directly or indirectly, from the presence or discharge of Hazardous Materials in, on, under, upon or from the Demised Premises or the Improvements located thereon or from the transportation or disposal of Hazardous Materials to or from the Demised Premises to the extent brought onto the Demised Premises by Tenant whether knowingly or unknowingly, the standard herein being one of strict liability. For purposes of the indemnity provided herein, any act or omission of Tenant or its agents, employees, contractors or subcontractors (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Tenant. Subject to Section 4.3(f), Tenant's obligations hereunder shall include, without limitation, and liabilitieswhether foreseeable or unforeseeable, including, but not limited to, reasonable attorneys’ fees and all costs of litigationany required or necessary repairs, clean-up or detoxification or decontamination of the Demised Premises or the Improvements, and the presence and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration of or early termination of the term of this Lease. For purposes of the indemnity provided herein, any acts or omissions of Tenant or its employees, agents, customers, sublessees, assignees, contractors or subcontractors (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Tenant.
(e) Landlord may, at its expense, commission an environmental audit of the Demised Premises at any time after prior written notice thereof to Tenant; provided that such environmental audit does not unreasonably interfere with Tenant's use of the Demised Premises, or any portion thereof, and provided further that Landlord indemnifies, defends and holds harmless Tenant and its officers, agents, employees and customers from and against any loss, liabilities or damages to Tenant's machinery, equipment, fixtures and personal property, and all liability, loss or damage arising from an injury to the property of Tenant, or its officers, agents, employees or customers, and any death or personal injury to any person or persons to the extent arising out of such environmental audit except for liability, loss or damage caused by Tenant's gross negligence or willful misconduct. However, should Tenant breach any of its obligations set forth in this Section 4.3 in a manner that may expose Landlord to liability, and Landlord provides written notice to Tenant of the reasonable basis upon which it believes it has been exposed to liability, then Landlord shall have the right to require Tenant to undertake and submit to Landlord an environmental audit from an environmental company reasonably acceptable to Landlord, which audit shall evidence Tenant's compliance with this Section 4.3.
(f) Landlord represents and warrants that as of the date of this Lease there are, and as of the Commencement Date there will be, no Hazardous Materials located on the Demised Premises, other than an as required for the normal operation of the Demised Premises and in accordance with all Hazardous Materials Laws. Landlord shall indemnify, defend (with counsel reasonably acceptable to Tenant), protect and hold Tenant and each of Tenant's officers, directors, partners, shareholders, affiliates, employees, agents, attorneys, successors and assigns free and harmless from and against any and all claims, liabilities, damages, costs, penalties, forfeitures, losses or expenses (including attorneys' fees) for death or injury to any person or damage to any property whatsoever (including water tables and atmosphere) arising or resulting in whole or in any manner connected with (i) part, directly or indirectly, from the violation presence of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials fromin, on on, under, upon or from the Demised Premises or the Improvements located thereon prior to the Commencement Date, or from the transportation or disposal of Hazardous Materials to or from the Demised Premises to the extent caused by Landlord whether knowingly or unknowingly, the standard being one of strict liability. For purposes of the indemnity provided herein, any Leased Property act or any portion omission of Landlord or portions thereofits agents, including any past employees, contractors or current Release and any Release or threatened release during the Initial Term or any Renewal Term, subcontractors (whether or not arising out they are negligent, intentional, willful or unlawful) shall be strictly attributable to Landlord. Subject to Section 4.3(f), Landlord's obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repairs, clean-up or detoxification or decontamination of the Demised Premises or the Improvements, and the presence and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration of or in any manner connected with Tenant’s occupancy early termination of any Leased Property during the Initial Term or any extension or Renewal Termterm of this Lease.
(cg) The obligations of Landlord and Tenant agrees that it will not install any underground under this Section 4.3 shall survive the expiration or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Lawsearlier termination of this Lease.
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Sources: Lease (Applied Micro Circuits Corp)