PWS. EIF and AEC hereby authorize and instruct their attorneys, the law firm of Troop Meisinger Steuber & Pasich LLP, to execute and deliver to Austin's attorneys, the law firm of Drummy King White & Gire, at the Closing of this Agreement, the original and two copies of a Request for Dismissal with Prejudice, dismissing the Cross-Complaint against Austin and Dawn Seubert with prejudice and without fees or costs, provided that Dawn Seubert, at the time of Closing, delivers to Troop Meisinger Steuber & Pasich LLP a release in form acceptable to PWS. PWS, EIF and AEC consent to the filing of (a) such Request for Dismissal with the Superior Court of the State of California, County of Los Angeles, and (b) if their consent is required, such documents as may be necessary to dismiss the Arbitration, including without limitation the Stipulation referred to in Paragraph 7(b), above, and the NASD Complaint. PWS, EIF, and AEC further authorize and instruct their attorneys, the law firm of Troop Meisinger, Steuber & Pasich LLP, to execute and deliver to Austin's attorneys, the law firm of Drummy King White & Gire, at the Closing of this Agreement, the original and two copies of a Request for Dismissal without Prejudice, dismissing the Cross-Complaint as to all remaining parties other than Richard Austin and Dawn Seubert without prejudice. In exchange for the dismissal without prejudice of the Cross-Complaint, Patricia Kennedy and Consolidated Western Contractors, Inc. shall sign a separate letter agreement to be provided at the Closing by Austin by which they agree that, for a period of one hundred twenty (120) days following the Closing of this Agreement, if Patricia Kennedy and/or Consolidated Western Contractors, Inc. intend to file a lawsuit against PWS, EIF, or AEC, that they will give written notice to each party whom they intend to sue (from among PWS, EIF, and AEC) of such intent; such notice to be given two (2) weeks before filing any such lawsuit in order to give PWS, EIF and/or AEC the opportunity to re-file their claims, if any, against Patricia Kennedy and/or Consolidated Western Contractors, Inc.
PWS. EIF, and AEC agree to indemnify, defend and hold Austin harmless from and against any and all claims, demands, losses, liabilities, obligations, damages, recoveries, suits, judgments, causes of action, legal proceedings, penalties, fines, other sanctions and any costs and expenses, including interest and attorneys' fees and disbursements (collectively, "Claims") to which Austin may be exposed at any time that directly arise from, directly result from, or directly relate to the discharge by Austin of his duties as, or his status as, an officer, director, shareholder or employee of EIF and/or PWS with respect to:
PWS. It is expected that the PWS permit will require on-going operating requirements, including periodic testing of on-site water to protect the health and well being of facility employees. Based on information provided by EGP, it is our understanding that water for production and other plant activities will be provided by the local public water supply; as such these permits are not specifically part of the scope of work. • NPDES: Typically, the NPDES permit for utility water discharges require on-going monitoring of such discharges. Often, quarterly reports are required to submit information on weekly and monthly sampling activities and are usually submitted on a DMR (Discharge Monitoring Report) completed by the facility. Due to the fact that requirements, if any, are unavailable and will be based on TDEC permits. As such, activities of this nature are not specifically considered part of the scope of work. • Annual Emissions Inventory Questionnaire (EIQ): Typically, each State requires that each air emissions source submit an EIQ for the previous calendar year. Due to the length of time before EIQ may be required, if at all, these specific activities are outside of the scope of work. RTP normally performs these types of projects on a time and material basis. Our estimated project budget for completing the work outlined above additional environmental permitting and compliance activities, as described herein, is estimated at $54,000 to $63,500. This includes labor and other direct expenses applicable only to those tasks noted in the scope-of-work. RTP agrees not to exceed the budget without prior approval from EGP. Please note, any permitting fees associated with Federal, State or local applications have not been included in the budget and are the responsibility of EGP. RTP is prepared to assist EGP with activities in an effort to provide a complete permitting package to the TDEC on a mutually agreeable schedule. Therefore, RTP will work closely with EGP to conform to project requirements as necessary, allowing the schedule to be modified to meet any specific project needs as necessary. Activities will be complete in accordance with a mutually agreeable schedule, upon receipt of the necessary site-specific design information. Project costs are based on our experience permitting other ethanol plants and our recent conversations. The major assumptions are that the proposed ethanol plant will be classified as a “conditional major source” for air quality permitting...
PWS. AEC and EIF represent and warrant that prior to or at the Closing they have returned to Austin any of his personal files and property, if any, in their possession, custody, or control.
PWS. PWS makes the representations and warranties set out hereto to the Company, recognizing that the Company is relying on such representations and warranties in entering into the transactions contemplated by this Agreement. All due diligence searches, investigations or inspections by the Company, up to the Closing, are without prejudice to the Company’s right to rely upon the representations and warranties of PWS in entering into the transactions contemplated by this Agreement. PWS makes these representations and warranties set out hereto to the Company: