Common use of Materials Removal Clause in Contracts

Materials Removal. Prior to the Closing, Seller will (i) inspect, sweep clean, remove and properly dispose or reuse all materials contained within the following above ground storage tanks located on the Site: sulfuric acid tank (TK-7702), caustic tank (TK-7701), urea tank (TK-7704) and the corn oil tanks and (ii) drain and properly dispose of all materials within all connecting lines and pipes to the above ground storage tanks referenced immediately above, each in compliance with all Environmental Laws and in accordance with prudent industry practice (collectively, the “Materials Removal”); provided, however, that in the event that the removal of the materials contained in the urea tank (TK-7704) and within any related connecting lines and pipes (collectively, the “Urea Tank Materials Removal”) is not completed prior to the Closing, Seller and Purchaser agree that the Urea Tank Materials Removal shall be completed on or prior to June 15, 2021. To the extent the Urea Tank Materials Removal is not completed prior to the Closing, Seller shall minimize any disruption to Purchaser or the operation of the Site at all times until completion of such Urea Tank Materials Removal. Seller shall be responsible for procuring and supervising all labor, including any third-party contractors, required in connection with the Materials Removal. Seller shall bear all costs incurred in connection with the Materials Removal. If Seller does not complete the Urea Tank Materials Removal by June 15, 2021 (or such later period as mutually agreed in writing by Seller and Purchaser), Purchaser may complete the Urea Tank Materials Removal at its sole cost and Seller shall reimburse Purchaser for any such costs incurred in connection with Purchaser’s completion of the Urea Tank Materials Removal. In connection with its obligations under this Section 6.23, Seller shall require all personnel, contractors, transporters, and other representatives engaged by Seller to perform the Materials Removal to comply with all applicable Laws, including Environmental Laws, and any applicable rules and protocols reasonably prescribed by Purchaser for the Site, as in effect from time to time. Seller understands and agrees that in connection with the performance of the Urea Tank Materials Removal Purchaser has the right to deny access to the Site to any such personnel that Purchaser reasonably believes are not in compliance with the foregoing or present a hazard or a material disruption to the Site. Seller shall, and shall cause its contractors to, execute and deliver such agreements or acknowledgments in favor of Purchaser with respect to the access granted to Seller or its personnel, contractors, transporters, and other representatives in connection with the performance of the Urea Tank Materials Removal, as may be reasonably requested by Purchaser from time to time. Seller shall, and shall cause it contractors performing the Urea Tank Materials Removal to, carry and maintain insurance with coverages and amounts reasonably required by Purchaser from time to time. Seller further acknowledges that other above-ground storage tanks on the Site, including the connecting lines and pipes, shall be emptied and contain no liquid material prior to the Closing Date. Such above-ground storage tanks shall include, but not be limited to, the following: ▇▇-▇▇▇▇, ▇▇-▇▇▇▇, ▇▇-▇▇▇▇▇, ▇▇-▇▇▇▇▇, TK-6105 and TK-6106.

Materials Removal. Prior to the ClosingUpon expiration or earlier termination of this Lease, Seller will (i) inspectLessee shall at Lessee's sole cost and expense, sweep clean, remove and properly dispose or reuse cause all materials contained within the following above ground storage tanks located Hazardous Materials brought on the Site: sulfuric acid tank (TK-7702), caustic tank (TK-7701), urea tank (TK-7704) and Premises with Lessor's consent to be removed from the corn oil tanks and (ii) drain and properly dispose of all materials within all connecting lines and pipes to the above ground storage tanks referenced immediately above, each Premises in compliance with all Environmental Laws and in accordance with prudent industry practice applicable Hazardous Materials Laws. If Lessee or its employees, agents, or contractors violates the provisions of the foregoing two paragraphs, or if Lessee's acts, negligence, or business operations contaminate, or expand the scope of contamination of, the Premises from such Hazardous Materials, then Lessee shall promptly, at Lessee's expense, take all investigatory and/or remedial action (collectively, the “"Remediation") that is necessary in order to clean up, remove and dispose of such Hazardous Materials Removal”); provided, however, that in causing the event that violation on the removal of Premises or the materials contained in underlying groundwater or the urea tank (TK-7704) and within any related connecting lines and pipes (collectively, the “Urea Tank Materials Removal”) is not completed prior properties adjacent to the Closing, Seller and Purchaser agree that the Urea Tank Materials Removal shall be completed on or prior Premises to June 15, 2021. To the extent the Urea Tank Materials Removal is not completed prior to the Closingsuch contamination was caused by Lessee, Seller shall minimize any disruption to Purchaser or the operation of the Site at all times until completion of such Urea Tank Materials Removal. Seller shall be responsible for procuring and supervising all labor, including any third-party contractors, required in connection with the Materials Removal. Seller shall bear all costs incurred in connection with the Materials Removal. If Seller does not complete the Urea Tank Materials Removal by June 15, 2021 (or such later period as mutually agreed in writing by Seller and Purchaser), Purchaser may complete the Urea Tank Materials Removal at its sole cost and Seller shall reimburse Purchaser for any such costs incurred in connection with Purchaser’s completion of the Urea Tank Materials Removal. In connection with its obligations under this Section 6.23, Seller shall require all personnel, contractors, transporters, and other representatives engaged by Seller to perform the Materials Removal to comply compliance with all applicable Hazardous Materials Laws, including Environmental Laws. Lessee shall further repair any damage to the Premises caused by the Hazardous Materials contamination. Lessee shall provide prior written notice to Lessor of such Remediation, and any applicable rules Lessee shall commence such Remediation no later than thirty (30) days after such notice to Lessor and protocols reasonably prescribed by Purchaser diligently and continuously complete such Remediation. Such written notice shall also include Lessee's method, time and procedure for the Site, as in effect from time to time. Seller understands such Remediation and agrees that in connection with the performance of the Urea Tank Materials Removal Purchaser has Lessor shall have the right to deny access require reasonable changes in such method, time or procedure of the Remediation. Lessee shall not take any Remediation in response to the Site presence of any Hazardous Materials in or about the Premises or enter into any settlement agreement, consent decree or other compromise in respect to any such personnel that Purchaser reasonably believes are not claims relating to any Hazardous Materials in compliance any way connected with the foregoing Premises, without first notifying Lessor of Lessee's intention to do so and affording Lessor ample opportunity to appear, intervene or present a hazard or a material disruption to the Site. Seller shall, otherwise appropriately assert and shall cause its contractors to, execute and deliver such agreements or acknowledgments in favor of Purchaser protect Lessor's interests with respect to the access granted to Seller or its personnel, contractors, transporters, and other representatives in connection with the performance of the Urea Tank Materials Removal, as may be reasonably requested by Purchaser from time to time. Seller shall, and shall cause it contractors performing the Urea Tank Materials Removal to, carry and maintain insurance with coverages and amounts reasonably required by Purchaser from time to time. Seller further acknowledges that other above-ground storage tanks on the Site, including the connecting lines and pipes, shall be emptied and contain no liquid material prior to the Closing Date. Such above-ground storage tanks shall include, but not be limited to, the following: ▇▇-▇▇▇▇, ▇▇-▇▇▇▇, ▇▇-▇▇▇▇▇, ▇▇-▇▇▇▇▇, TK-6105 and TK-6106thereto.