Post-Closing Environmental Matters. (a) On and after the Closing Date, with respect to Environmental Liabilities which constitute Excluded Environmental Liabilities, Buyer will (i) use commercially reasonable efforts not to prejudice or impair Seller’s rights under the Environmental Laws or interfere with Seller’s ability to contest in appropriate administrative, judicial or other proceedings its Liability, if any, for Environmental Claims or Remediation, and (ii) provide reasonable access to Seller to any Facility for purposes of (x) assisting in Seller’s ability to contest its Liability, if any, for Environmental Claims or Remediation or (y) undertaking Remediation; provided, however, such access may not unreasonably interfere with ordinary business operations of any Facility. Until such time as Seller’s obligations for Excluded Environmental Liabilities are extinguished and only to the extent relevant to those Environmental Liabilities which constitute Excluded Environmental Liabilities, (A) Buyer further agrees to provide to Seller draft copies of all plans and studies prepared in connection with any Site investigation or Remediation related to the Acquired Assets prior to their submission to the Governmental Authority with jurisdiction under Environmental Laws, (B) Seller shall have the right, without the obligation, to attend all meetings between Buyer, its Representatives, and such Governmental Authorities, and (C) Buyer shall promptly provide to Seller copies of all written information, plans, documents and material correspondence submitted to or received from such Governmental Authorities relating to Buyer’s discharge of any Environmental Liabilities assumed pursuant to this Agreement.
Post-Closing Environmental Matters. (a) Buyer shall have a two (2) year period from the date of Closing to assert an Environmental Claim pursuant to the indemnity provision in Section 9.2(d) against Seller with respect to the environmental condition of the Assets as such condition exists prior to Closing. As used herein, an Environmental Claim shall mean any claim asserted by Buyer in writing prior to the expiration of the two (2) year period from the date of Closing, relating to a violation caused by Seller or its predecessors of soil, air, surface waters, or groundwater standards set forth under an Environmental Law administered by the state or federal agency having lead jurisdiction over such matter ("Environmental Governmental Authority"), which such violation requires immediate remediation of a site pursuant to Environmental Law. After such two (2) year period, Buyer shall assume full responsibility for the environmental condition of all Assets purchased under this Agreement.
Post-Closing Environmental Matters. Section . Purchaser has performed a Phase II Environmental Assessment of the Property, including additional testing activities during the weeks commencing March 31, 2013 and April 7, 2013 (the “Phase II Assessment”). Such Phase II Assessment has disclosed the existence of contamination by certain Hazardous Substances above legal limits in certain dry xxxxx at the Property and some above-ground and underground airborne contamination in a chemical usage/storage area of the building (the “Disclosed Contamination”). Such contamination has been, or will be, reported to the governmental authorities having jurisdiction (collectively, the “Governmental Authorities”), including the Suffolk County Health Department. The Governmental Authorities are expected to open up case files with respect to the Disclosed Contamination and any other contamination by Hazardous Substances that may be disclosed by remediation activities with respect to the Disclosed Contamination (collectively, the “Cases”). The Disclosed Contamination and any such other contamination are referred to herein as the “Contamination”. The estimated cost of the Phase II Assessment and remediating the Disclosed Contamination is $55,300.00.00. Purchaser is buying the Property subject to the Disclosed Contamination and agrees to make no claim against Lender with respect to the Contamination, subject to the provisions of Section 27.02 below.
Post-Closing Environmental Matters. Following the Closing, Buyer will conduct an investigation of environmental conditions around the underground storage tank (UST) systems at the Owned Real Property based on the recommendations in the Report of Phase I Environmental Site Assessment, dated December 28, 2012, prepared by Civil & Environmental Consultants, including, without limitation, a Phase II investigation that may include sampling and analysis of soil, materials and/or groundwater (“Post-Closing Environmental Investigation”). The Post-Closing Environmental Investigation shall be conducted pursuant to a scope of work reasonably acceptable to Buyer, the Seller Parties and the Bondholders’ Representative. Upon receipt, Buyer shall provide the Seller Parties and the Bondholders’ Representative with a copy of the results and report of the Post-Closing Environmental Investigation. To the extent the Post-Closing Environmental Investigation indicates that the Owned Real Property, or any portion thereof or equipment or structure thereon, requires repair, corrective action or remediation, Buyer shall prior to beginning any repair, corrective action or remediation: consult with the Seller Parties and the Bondholders’ Representative to determine a commercially reasonable scope of work for such repairs, corrective action or remediation; and provide to the Seller Parties a written workplan of the proposed scope of the repairs, corrective action or remediation to be performed at the Owned Real Property. Buyer will conduct and control any repairs, corrective action or remediation at the Owned Real Property; provided, however, that any repairs or corrective action shall be limited to actions to prevent leaks or Releases from the UST systems and that any remediation subject to this Section 5.14 shall be limited to: remediation of soils and groundwater impacted by the UST systems currently in use at the Owned Real Property; and the extent as would be necessary in the discretion of Buyer to achieve a no further action or equivalent determination from the Ohio Bureau of Underground Storage Tank Regulations, State of Ohio Environmental Protection Agency or other Government Entity with jurisdiction over remediation of soil and groundwater at the Owned Real Property. The Seller Parties and the Bondholders shall be jointly and severally liable for all costs and expenses of, or related to, such repairs, corrective action or remediation, which costs or expenses shall be made from the Escrow Amount; provided, howev...
Post-Closing Environmental Matters. (a) For so long as Seller’s indemnification contained in Section 7.2(a) with respect to Remedial Action shall be in effect, Buyer shall provide to Seller within five (5) business days a copy of all information or reports that are provided by Buyer to the National Response Center or other federal, state or local agency with regard to all Releases of Hazardous Materials into the environment on or from the Properties which are released after the Closing in such quantity or at such location as to present a reasonable potential for an exacerbation of any contamination which exists at the Closing and for which Seller has liability to Buyer. As soon as practicable following request by Seller, Buyer shall provide to Seller copies of all photographs in Seller’s possession depicting any such event.
Post-Closing Environmental Matters. (a) Prior to the Closing, or as soon as reasonably possible following the Closing, but in no event later than February 29, 2008, Shareholders, at their cost, shall install secondary containment around all aboveground storage tanks (“ASTs”) in use at the Real Properties and shall remove all ASTs not in use at the Real Properties, including, without limitation, the two 4,000-gallon ASTs located at 0000 Xxxxxxx Xxxx, Nashville, TN. The Shareholders’ installation of secondary containment and their removal of the ASTs no longer in use shall be completed to the reasonable satisfaction and approval of Purchaser and in compliance with all applicable Environmental Laws and Environmental Requirements.
Post-Closing Environmental Matters. From and after the Closing Date the Buyer will perform, at its expense, all Landfill Management Obligations in a timely manner. Pursuant to the terms of September 9, 2004 (Steel Mills) the closure permits heretofore issued therxxxxx, the Buyer will monitor and maintain the St. Paul Landfills in compliance with said permits. Noxxxxhstanding the foregoing, Seller will perform, at its expense, all such additional remediation as is necessary to discharge all Landfill Excluded Liabilities.
Post-Closing Environmental Matters. (b) The liability of the Buyer to provide indemnification pursuant to Section 13.3(a) shall be limited as follows: the Buyer shall not be liable with respect to any matter referred to in Sections 13.3(a)(i)-(v), but excluding any liability in connection with any fraud or illegality on the Buyer's part in connection with the preparation, negotiation or execution of this Agreement, unless the aggregate Losses thereunder exceed $50,000 (the "Buyer's Basket"), in which event the Indemnified Person will be entitled to make a claim against Buyer to the extent such Losses exceed the Buyer's Basket and are less than or equal to $1,000,000 (the "Buyer's Cap"). For purposes of this Section 13.3(b), Losses will be aggregated (x) to determine whether Buyer's Basket has been exceeded, and (y) to determine whether the applicable cap has been met. The Buyer's liability under this Article XIII arising in connection with any fraud or illegality on Buyer's part in connection with the preparation, negotiation or execution of this Agreement shall not be subject to the Buyer's Basket or the Buyer's Cap. The indemnification given by Buyer in this Agreement shall survive until the Outside Indemnification Date (or until resolution or payment of all claims made on or prior to the Outside Indemnification Date, but only to the extent such claims have been made on or prior to the Outside Indemnification Date). Seller waives any rights it may have against Buyer for any and all claims under this Agreement or under any federal, state or municipal law, rule or regulation relating to this Agreement or the Purchased Assets (other than claims arising out of fraud or illegality on Buyer's part in connection with the preparation, negotiation or execution of this Agreement) which are not asserted before the Outside Indemnification Date at which time they shall expire and the Losses, if any (other than in connection with claims arising out of fraud or illegality on Buyer's part in connection with the preparation, negotiation or execution of this Agreement) which exceed the Buyer's Cap. Any claim asserted within any such period of survival as herein provided shall be timely made for purposes hereof.
Post-Closing Environmental Matters. Neither the Buyer nor any Buyer Affiliate shall intentionally take any action which causes any Stockholder to incur, directly or indirectly, any Losses, Liabilities and Obligations (other than pursuant to this Agreement) that actually arise out of, result from or relate to or are alleged by a third party to arise out of, result from or relate to any of the following: (i) any actual or alleged violation of one or more Environmental Laws; (ii) any actual or alleged requirements of one or more Environmental Laws; (iii) any Materials of Environmental Concern; (iv) Remediation Costs; (v) Tort Claims; or (vi) the Consent Decree (as hereinafter defined) (the "ENVIRONMENTAL MATTERS"). The foregoing shall not apply to any action, omission, event, release, occurrence or condition that took place or was in existence prior to the Closing Date.
Post-Closing Environmental Matters. Within forty-five (45) days of Closing, or such shorter time necessary to avoid any fines or penalties, Seller shall cause a qualified environmental consultant to develop, and shall implement, a written Storm Water Pollution Prevention Plan ("SWPP PLAN") that meets all applicable requirements of the stormwater construction general permit (no. TXR101V28) covering the Property. If the SWPP is developed by an environmental consultant other than Law Engineering and Environmental Services, Inc. ("LAW ENGINEERING") then upon completion, Seller shall submit the SWPP Plan to Law Engineering, or such other qualified environmental consultant reasonably acceptable to the Company (the "ENVIRONMENTAL CONSULTANT"), for review. Seller shall promptly implement any provisions reasonably recommended by the Environmental Consultant.
