Performance of Remediation Sample Clauses

Performance of Remediation. Seller, with the approval of Buyer (which shall not be unreasonably withheld), may have access to and use of the storage facilities, loading facilities, docks, rail sidings, and other plant equipment or facilities, and waste water treatment plants and similar waste treatment and disposal systems on the Asset in conjunction with any work performed pursuant to Schedule 13.08(b) for purposes such as the disposal of well development water and treated ground water, provided that (i) Seller's use of such facilities and systems shall not interfere with or disrupt Buyer's operations or Buyer's use of such facilities and systems (including by reducing the capacity needed for Buyer's use), (ii) Seller's use of such facilities and systems shall not violate any SH&E Laws or related Legal Requirements, (iii) Seller shall be responsible for, and Buyer shall fully cooperate in, obtaining all approvals required by any governmental bodies for such use and (iv) Seller shall promptly perform any remediation or repair any malfunction or impairment of performance of such facilities and systems to the extent resulting from Seller's use of such facilities and systems.
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Performance of Remediation. Seller's supervision and performance -------------------------- of Remediation pursuant to Section 6.5(a) shall be subject to the following: (i) Buyer shall approve and, at Buyer's option, oversee, supervise and perform any portion of a Remediation which would be impracticable to perform separately from other work already supervised and performed by Buyer; (ii) Buyer shall approve and, at Buyer's option, oversee, supervise and perform any repair, modification, replacement or rebuilding of any operations, equipment, fixtures, or facilities of Buyer; (iii) Buyer, may request such additions, alterations, changes or improvements to the work ("Enhancements"), and, except to the extent prohibited by a Governmental Body, Seller shall accept and perform such Enhancements, provided that all costs attributable to any Enhancements, including any additional costs associated with any delays caused by such Enhancements, shall be paid for by Buyer; (iv) Seller shall be responsible for any Environmental Losses arising in connection with Seller's supervision or performance of any Remediation, except to the extent attributed to negligence, willful misconduct or failure to comply with Laws by Buyer or a third party (other than Seller's employees, agents, contractors, subcontractors, representatives and invitees); (v) during any Remediation on the Property or contiguous to the Property, Seller shall be solely responsible for compliance by Seller's employees, agents, contractors, subcontractors, representatives and invitees with all Laws and professional standards applicable to its work; (vi) Seller shall require all Seller's employees, agents, contractors, subcontractors, representatives and invitees entering upon the Property to be bound by Buyer's reasonable terms and conditions for such persons entering such properties, notice of which shall be given by Buyer to Seller prior to the commencement of the Remediation or Enhancements to be performed by Seller; (vii) Seller shall protect Buyer from any claims for labor or materials furnished to or for the Property for work to be performed by Seller under Section 6.5(a), which claims may be secured by any mechanic's or materialman's lien against such property or an interest therein; (viii) except for the use of the joint waste water treatment facility, as set forth in Section 6.2(b) (viii), Seller, with the approval of Buyer (which shall not be unreasonably withheld), may have access to and use of the storage facilities, loading ...
Sample 1
Performance of Remediation. 5.1 Responsibility to Direct Work. Sellers shall have primary responsibility for directing the performance of any Remediation for which they have greater than 50% of the monetary liability, in whole or in part, under this Agreement and shall retain all environmental consultants to perform the Remediation, and Buyer shall have primary responsibility for directing the performance of any Remediation for which it has 50% or more of the monetary liability, in whole or in part, under this Agreement, and shall retain all environmental consultants to perform the Remediation. All environmental consultants so retained shall be with competent, recognized consulting firms. The party directing the Remediation shall be the "Directing Party," and the other party shall be the "Other Party." The Directing Party shall review with the Other Party all material aspects of the proposed Remediation, as described below. The Directing Party shall provide the Other Party with a draft of any proposed Remedial Action workplan, investigation report, report regarding completed Remedial Action and other similar reports and shall provide the Other Party with an opportunity to review and comment upon the draft for a period of 30 days before it is submitted to an Environmental Agency. The Directing Party shall incorporate any reasonable revisions suggested by the Other Party if: (i) such revisions do not materially alter the cost or scope of the proposed Remediation, (ii) such revisions are necessary to comply with the terms hereof or Environmental Laws or (iii) if Buyer is the Other Party, such revisions are necessary for Buyer to operate the facilities in the ordinary course of business. The Directing Party shall promptly provide the Other Party with copies of all written communications between the Directing Party and any Environmental Agency concerning any Remediation. The Directing Party shall also provide the Other Party with notice of, and the Other Party shall be entitled to attend, any meetings with representatives of the Environmental Agency having jurisdiction over the Remediation or environmental consultants concerning the Remediation. Similarly, the Other Party (if it is the Buyer) shall advise the Directing Party of any matters relating to a Facility that may affect the Directing Party's ability to implement the Remediation. The Other Party and the Directing Party generally shall cooperate in good faith to develop a mutually satisfactory Remedial Action Plan which can be accom...
Sample 1

Related to Performance of Remediation

  • Election of Remedies If Agent or any Lender may, under applicable law, proceed to realize its benefits under any of the Loan Documents giving Agent or such Lender a Lien upon any Collateral, whether owned by any Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Agent or any Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section 12. If, in the exercise of any of its rights and remedies, Agent or any Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Borrower or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Borrower hereby consents to such action by Agent or such Lender and waives any claim based upon such action, even if such action by Agent or such Lender shall result in a full or partial loss of any rights of subrogation that each Borrower might otherwise have had but for such action by Agent or such Lender. Any election of remedies that results in the denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. In the event Agent or any Lender shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or the Loan Documents, Agent or such Lender may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by Agent or such Lender but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Agent, Lender or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 12, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale.

  • Nature of Remedies All Obligations of Borrower and rights of Agent and Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law. No failure to exercise and no delay in exercising, on the part of Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

  • Discontinuance of Remedies In case Lender shall have proceeded to invoke any right, remedy, or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon same for any reason, Lender shall have the unqualified right so to do and, in such event, Borrower and Lender shall be restored to their former positions with respect to the Debt, the Loan Documents, the Property or otherwise, and the rights, remedies, recourses and powers of Lender shall continue as if same had never been invoked.

  • Exhaustion of Remedies The Claimant must follow these claims review procedures and exhaust all administrative remedies before taking any further action with respect to a claim for benefits.

  • Exclusivity of Remedies To the extent permitted by law, the arbitration and judicial remedies set forth in this Article will be the exclusive remedies available to the Parties with respect to any dispute under this Agreement or claim for damages or indemnification under this Agreement.

  • Limitation of Remedies The Credit Enhancement Provider shall not have the right to cause the Loan or any portion thereof to become due and payable prior to the due date for the Loan as set forth herein.

  • Waiver of Remedies No delay or failure on the part of the Administrative Agent or any other Guarantied Party in the exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent or any other Guarantied Party of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other such right or remedy.

  • No Election of Remedies Except as expressly set forth in this Agreement, the exercise by Company of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.

  • Delays; Partial Exercise of Remedies No delay or omission of the Lender to exercise any right or remedy hereunder, whether before or after the happening of any Event of Default, shall impair any such right or shall operate as a waiver thereof or as a waiver of any such Event of Default. No single or partial exercise by the Lender of any right or remedy shall preclude any other or further exercise thereof, or preclude any other right or remedy.

  • Survival of Remedies All remedies hereunder and all obligations with respect to any Loan shall survive the termination of the relevant Loan, return of Loaned Securities or Collateral and termination of this Agreement.

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