Remediation Obligation Sample Clauses

Remediation Obligation. The Parties acknowledge that Schedule 3.19 and the Continuation thereof disclose that a portion of the building on the Real Property has been treated for a mold condition (the "Treated Portion") and the remaining portion of the building requires such treatment (the "Remaining Portion"). The Seller and the Shareholder shall expeditiously cause the Remaining Portion to be treated for such condition, at their sole cost and expense, (the "Remediation Obligation"). The Purchaser and Parent shall make the premises available for such purpose (during business hours whenever possible and during non-business hours) and shall reasonably cooperate with Seller, Shareholder and such Persons as they hire for such purpose. The method of treatment shall be similar to the method employed in remedying the Treated Portion, or such other method as Shareholder shall determine, provided in any event that the result of the treatment is comparable to that achieved with respect to the Treated Portion.
Sample 1Sample 2
AutoNDA by SimpleDocs
Remediation Obligation a. If a Party becomes aware of an indication that the Company may be in breach of Applicable Laws and/or the compliance guidelines, such Party shall provide a notice setting forth such indication to the other Party and the Company. Upon receipt of such notice the Company shall procure that:
Sample 1
Remediation Obligation. With regard to 235 Great Pond, Seller agrees to (i) prepare all appropriate Transfer Act forms, including an Environmental Condition Assessment Form; (ii) pay the Transfer Act filing fee of $3,000 (iii) implement and complete the Remedial Actions necessary to address Environmental Conditions; (iv) sign a Transfer Act Form III or Form IV as the “certifying party” as defined by the Transfer Act and shall assume all responsibilities for complying with the Transfer Act, including paying any fees required (and to the extent applicable) at the conclusion of any required remediation of the Existing Environmental Conditions; and (v) prepare the documents and pay the fees and related costs associated with the preparation and implementation of any Environmental Land Use Restrictions, as defined in the RSRs, necessary to address the Existing Environmental Condition. Seller’s obligations to complete the Remedial Actions of the Existing Environmental Conditions hereunder shall be satisfied upon either (i) the filing of a Licensed Environmental Professional’s “verification”, as defined in the Transfer Act, and as authorized by the DEP or (ii) a written approval of the Remedial Actions from the DEP, if DEP retains oversight of the Remedial Actions. Exclusive of any and all remediation costs and obligations of Seller as the “certifying party”, as detailed above. With regard to 1 Targeting Centre and 10 Targeting Centre, Purchaser shall be responsible for the costs of preparing Phase I or Phase II environmental site assessments. Seller, along with Purchaser shall, during the Investigation Period defined in Section 5 of this Agreement, consult with its environmental professional to determine whether said Parcels are “establishments” as defined in the Transfer Act. In making such determination, the parties shall be entitled to rely on the Phase I and Phase II environmental site assessments performed by the Purchaser. Seller shall inform Purchaser of its determination as soon as commercially practicable. In the event that the Parcels are “establishments,” Seller and Purchaser shall have the same Remediation Obligations for 1 Targeting Centre and 10 Targeting Centre as for 000 Xxxxx Xxxx, as described herein. Seller and Purchaser further acknowledge and agree that Seller’s obligations under the Transfer Act as the “certifying party” for the 235 Great Pond Parcel, as well as the 1 Target Centre and 10 Targeting Centre Parcels, to the extent they are deemed “establishments” shal...
Sample 1
Remediation Obligation. Section 27(a) Renewal Notice: Section 28(b) Renewal Option, Renewal Term: Section 28(a) Rent: Section 4(b) Restricted Areas: Section 12 Restricted Property: Section 13(c) Security Deposit: Section 29 Signs: Section 9(a) Stipulated Rate: Section 4(h) Sublease: Section 19(b) Subtenant: Section 19(c) Taken, Taking: Section 17(a) Tax and Insurance Holdbacks: Section 21(b)(iii)(B) Tenant: Preamble Tenant Approved SNDA: Section 20(a) Tenant's Property: Section 13(c) Term: Section 3(a) Third Party Claim: Section 16(d)(i) Unavoidable Delays: Section 30(q) Utilities: Section 8(a) SCHEDULE OF EXHIBITS EXHIBIT SECTION Exhibit A (Description of Land) 1(a) Exhibit B (Description of 1(a) Main Building Area) Exhibit C (Description of 1(a) Installations Premises) Exhibit D Intentionally Omitted Exhibit E (Wire Instructions) 4(g) Exhibit F (Portion of Installations Premises) 17(c) Exhibit G (Existing Space Leases) 19(a) Exhibit H (Landlord Approved SNDA) 19(b) Exhibit I (Tenant Approved SNDA) 20(a)
Sample 1
Remediation Obligation. Prior to the issuance of the Certificate of Completion as provided for in Paragraph D of Article VII below, Developer shall have caused the Property to be remediated of all contaminants identified in the ESA II in conformance with the requirements of this Agreement and the applicable standards of the MPCA.
Sample 1
Remediation Obligation. 32 ---- ----------------------- 7.4. Setoff........................................................................................32 ---- ------- 7.5. Defense of Third Party Claims.................................................................32 ---- ------------------------------ 7.6. Exercise of Remedies by Purchaser Indemnitees Other Than Purchaser............................33 ---- ------------------------------------------------------------------- 7.7. Indemnification by Parent and Purchaser.......................................................33 ---- ---------------------------------------- 7.8. Threshold for Indemnification by the Seller and Shareholder...................................33 ---- ------------------------------------------------------------ 7.9. Threshold for Indemnification by Parent and Purchaser.........................................34 ---- ------------------------------------------------------ 7.10. Limitation on Indemnification.................................................................34 ----- ------------------------------ 7.11. Exclusivity of Indemnification Remedies.......................................................34 ----- ---------------------------------------- 8. OTHER AGREEMENTS.......................................................................................34 -- ---------------- 8.1. Non-Compete...................................................................................34 ---- ------------ 8.2. Nonsolicitation...............................................................................35 ---- ---------------- 8.3. Confidentiality...............................................................................35 ---- --------------- 8.4. Severability..................................................................................36 ---- ------------- 8.5. Judicial Modification.........................................................................36 ---- ---------------------- 8.6.
Sample 1

Related to Remediation Obligation

  • Mitigation Obligations If any Lender requests compensation under Section 5.01, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.01 or Section 5.03, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

  • Cooperation obligations The Parties undertake to cooperate to allow the timely submission, examination, publication and defence of any dissertation or thesis for a degree which includes their Results or Background subject to the confidentiality and publication provisions agreed in this Consortium Agreement.

  • Notification obligation If the Recipient becomes aware of any unauthorized use or disclosure of Discloser’s Confidential Information, then Recipient will promptly and fully notify the Discloser of all facts known to it concerning such unauthorized use or disclosure. In addition, if the Recipient or any of its employees or agents are required (by oral questions, interrogatories, requests for information, or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose any of Discloser’s Confidential Information, the Recipient will not disclose the Discloser’s Confidential Information without providing the Discloser with commercially reasonable advance prior written notice to allow Discloser to seek a protective order or other appropriate remedy or to waive compliance with this provision. In any event, the Recipient will exercise its commercially reasonable efforts to preserve the confidentiality of the Discloser’s Confidential Information, including, without limitation, cooperating with Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.

  • Indemnification Obligation The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

  • Notification Obligations (a) If by reason of a Force Majeure Event a Party is wholly or partially unable to carry out its obligations under this Agreement, the affected Party shall:

  • No Mitigation Obligation The Company hereby acknowledges that it will be difficult, and may be impossible, for the Executive to find reasonably comparable employment following the Date of Termination. The payment of the severance compensation by the Company to the Executive in accordance with the terms of this Agreement will be liquidated damages, and the Executive will not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor will any profits, income, earnings, or other benefits from any source whatsoever create any mitigation, offset, reduction, or any other obligation on the part of the Executive hereunder or otherwise.

  • Termination Obligations The Supplier shall comply with all of its obligations contained in the Exit Plan. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), the Supplier shall: cease to use the Customer Data; provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form (or such other format as reasonably required by the Customer); erase from any computers, storage devices and storage media that are to be retained by the Supplier after the end of the Termination Assistance Period all Customer Data and promptly certify to the Customer that it has completed such deletion; return to the Customer such of the following as is in the Supplier's possession or control: all materials created by the Supplier under this Legal Services Contract in which the IPRs are owned by the Customer; any equipment which belongs to the Customer; any items that have been on-charged to the Customer, such as consumables; and any sums prepaid by the Customer in respect of Ordered Panel Services not delivered by the Expiry Date; vacate any Customer Premises; remove the Supplier Equipment together with any other materials used by the Supplier to supply the Ordered Panel Services and shall leave the sites in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the sites or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier and/or any Supplier Personnel; provide access during normal working hours to the Customer and/or the Replacement Supplier for up to twelve (12) Months after expiry or termination to: such information relating to the Ordered Panel Services as remains in the possession or control of the Supplier; and such members of the Supplier Personnel as have been involved in the design, development and provision of the Ordered Panel Services and who are still employed by the Supplier, provided that the Customer and/or the Replacement Supplier shall pay the reasonable costs of the Supplier actually incurred in responding to requests for access under this paragraph. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), each Party shall return to the other Party (or if requested, destroy or delete) all Confidential Information of the other Party and shall certify that it does not retain the other Party's Confidential Information save to the extent (and for the limited period) that such information needs to be retained by the Party in question for the purposes of providing or receiving any Ordered Panel Services or termination services or for statutory compliance purposes. Except where this Contract provides otherwise, all licences, leases and authorisations granted by the Customer to the Supplier in relation to the Ordered Panel Services shall be terminated with effect from the end of the Termination Assistance Period.

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • Parallel Operation Obligations Once the Small Generating Facility has been authorized to commence parallel operation, the Interconnection Customer shall abide by all rules and procedures pertaining to the parallel operation of the Small Generating Facility in the applicable control area, including, but not limited to: (1) the rules and procedures concerning the operation of generation set forth in the NYISO tariffs or ISO Procedures or the Connecting Transmission Owner’s tariff; (2) any requirements consistent with Good Utility Practice or that are necessary to ensure the safe and reliable operation of the Transmission System or Distribution System; and (3) the Operating Requirements set forth in Attachment 5 of this Agreement.

  • Accountholder’s Indemnification Obligation You understand and agree that you are required to indemnify us and hold us harmless against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of your use of the Services and/or breach of this Agreement. You understand and agree that this paragraph shall survive termination of this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.