Responsibility for Environmental Matters. (a) With regard to any assessment or remediation required by Law or third party claims as to any Tanks, tanks, or Store sites arising from leaks, releases, spills or discharges of Petroleum Products which occurred and were identified, as set forth on Schedule 11.3(a), prior to Closing, the Seller shall be responsible for such assessment, remediation or claim, which responsibility may be satisfied by qualification of such assessment, remediation or claim for coverage (including, without limitation, payment or waiver of applicable deductibles) under the Trust Fund or by performance of all remediation required by applicable law and performance of all other obligations required herein at no cost to the Purchaser. Through Closing, the Seller shall be responsible for registration of all Tanks, paying or obtaining waivers of deductibles, and for taking all other necessary action to qualify all Tanks for coverage by the Trust Fund. Seller shall have no responsibility for lack of coverage due to a shortage of funds in, or insolvency of, the Trust Fund. Schedule 11.3(a) may be updated prior to Closing by Purchaser to list any leaks, releases, spills or discharges of Petroleum Products which are identified up to the date of Closing. With respect to any matters identified on Schedule 11.3(a), Seller shall have the right to undertake any investigation, negotiation (with governmental authorities or third parties), remediation, or other work. Purchaser shall grant Seller such access to the Store Sites as Seller shall reasonably require to effect any such investigation, remediation, or other work, provided that Seller will provide Purchaser with reasonable advance notice of such access (except in an emergency) and shall use all reasonable efforts to avoid interference with Purchaser's operations and provide Purchaser with such access and indemnity agreement as Purchaser may reasonably request. When any such site has qualified for Trust Fund reimbursement, Purchaser shall assume administrative oversight thereof. *Selected portions have been deleted as confidential pursuant to Rule 24b-2. Complete copies of the entire exhibit have been filed separately with the Securities and Exchange Commission and marked "CONFIDENTIAL TREATMENT."
Responsibility for Environmental Matters. 35 11.4 Specific Performance; Injunctive.....................................36 11.5
Responsibility for Environmental Matters. 29 11.4 Specific Performance; Injunctive Relief..................................................................30 11.5 Change of Seller's Name..................................................................................30 11.6
Responsibility for Environmental Matters. 36 11.5 Change of Seller's Name...............................................38 11.6 WIP Stores Located in Florence, South Carolina, and Wilmington North Carolina........................................................38 ARTICLE XII SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
Responsibility for Environmental Matters. 1.1 As between HydroChem and VSI, HydroChem agrees to take full and complete responsibility for remediation of any environmental condition at, under or from the Property which must be remediated under any applicable federal, state, or local statute, rule, or regulation regulating the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release, or threatened release into the environment, of any solid, hazardous, or toxic substance, pollutant, contaminant, or waste, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. ss. 9601 et seq. ("CERCLA"), the Resource Conservation and Recovery Act, 42 U.S.C. ss. 6901, et seq. ("RCRA"), the Clean Water Act, 33 U.S.C. ss. 1251, et seq., the Toxic Substances Control Act, 15 U.S.C. ss. 2601, et seq. ("TSCA"), the Clean Air Act, 42 U.S.C. ss. 7401, et seq., the Hazardous Materials Transportation Uniform Safety Act, 49 App. U.S.C. ss. 2001, et seq., and the Federal Insecticide, Fungicide & Rodenticide Act, 7 U.S.C. ss. 136, et seq. ("FIFRA"), any amendments to such statutes, and any regulations promulgated under such statutes (collectively, the "Environmental Laws") including, without limitation, the environmental conditions identified under the Section Amended APA and the environmental conditions currently under remediation pursuant to the terms and conditions of the VCP Agreement (collectively, all of the foregoing being the "Environmental Conditions").
Responsibility for Environmental Matters. (a) Any assessment or remediation required by Law or third party claims as to any Tanks, tanks, or Store sites arising from or in any way relating to leaks, releases, spills or discharges of Petroleum Products which occurred prior to Closing and which are identified on Schedule 11.3(a), as between the parties, shall be the responsibility of the Sellers, provided that such responsibility shall be limited to Trust Fund coverage and the Environmental Escrow Agreement. The Sellers also shall be responsible for registration and proper upgrading of all Tanks, paying or obtaining waivers of deductibles, and for taking all other necessary action to qualify all Tanks for maximum coverage by the Trust Fund. Schedule 11.3(a) may be revised by Purchaser up to the date of Closing.
Responsibility for Environmental Matters. (a) With regard to any assessment or Remediation required by Law or third party claims as to any Tanks, tanks, or Store sites arising from or in any way relating to leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occurred prior to the First Closing and which are identified on Schedule 11.3(a), as between the parties, the Seller shall be and remain solely responsible for such assessment, Remediation or claim including application for eligibility for a Trust Fund and receipt of payments thereunder. The parties acknowledge and agree that Seller’s liability shall be limited to only those matters specifically identified on Schedule 11.3(a). This Schedule 11.3(a) will be completed prior to the First Closing and will consist of those Store sites (i) which Seller agrees to Remediate pursuant to and under Section 7.7 of this Agreement, and (ii) at which a leak, release, spill or discharge of Petroleum Products or Hazardous Substances occurs and is discovered by Seller or Purchaser after the Phase II Deadline but prior to the First Closing.
Responsibility for Environmental Matters. The Vendor and the Purchaser have agreed to allocate their responsibility for the Pre-Closing Environmental Conditions as follows:
Responsibility for Environmental Matters. 41 11.4 Specific Performance; Injunctive Relief............................. 42 11.5 Mutual Cooperation.................................................. 42 11.6 Tax Return.......................................................... 42 11.7 Payable to Mansfield Oil Company.................................... 42 11.8 Title to Certain Equipment.......................................... 41 11.9
Responsibility for Environmental Matters. (a) Any assessment or remediation required by Law and any third party claims as to any Tanks, tanks, or Store sites arising from or in any way relating to leaks, releases, spills or discharges of Petroleum Products which are identified on Schedule 11.3(a), as between the parties, shall be the responsibility of the Seller. This responsibility may be satisfied in part by paying the applicable deductible or co-pay to qualify for "first dollar" coverage through the Environmental Insurance Policies or the Trust Fund. The Environmental Escrow Agreement shall be funded initially with an amount mutually determined by the parties as is reasonably sufficient to fulfill this responsibility. The Seller also shall be responsible for registration and proper upgrading of all Tanks, paying or obtaining waivers of deductibles, and for taking all other necessary action to qualify all Tanks for maximum Environmental Insurance Policy or Trust Fund coverage. Schedule 11.3(a) may be revised by Purchaser up to the date of Closing.
