Common use of Environmental Audit Clause in Contracts

Environmental Audit. If the Agent, acting reasonably, determines that the Borrower’s or any Material Subsidiary’s obligations or other liabilities in respect of matters dealing with the protection or contamination of the Environment or the maintenance of health and safety standards, whether contingent or actual, could reasonably be expected to have a Material Adverse Effect then, at the request of the Agent, the Borrower will assist the Agent in conducting an environmental audit of the property which is the subject matter of such contingent or actual obligations or liabilities, by an independent consultant selected by the Agent. The reasonable costs of such audit will be for the account of the Borrower, provided that the Agent will carry out such audit in consultation with the Borrower to expedite its completion in a cost-effective manner. Should the result of such audit indicate that the Borrower or a Material Subsidiary is in breach, or with the passage of time will be in breach, of any Environmental Law and such breach or potential breach has or could reasonably be expected to have, in the opinion of the Lenders, acting reasonably, a Material Adverse Effect, and without in any way prejudicing or suspending any of the rights and remedies of the Agent and the Lenders under the Documents, the Borrower will forthwith commence and diligently proceed to rectify or cause to be rectified such breach or potential breach, as the case may be, and will keep the Agent fully advised of the actions it intends to take and has taken to rectify such breach or potential breach and the progress it is making in rectifying same. The Agent will be permitted to retain, for the account of the Borrower (to the extent such account is reasonable), the services of a consultant to monitor the Borrower’s or any Material Subsidiary’s compliance with this Section 10.1(q).

Environmental Audit. If the Agent, acting reasonably, determines that the Borrower’s or any Material Subsidiary’s obligations or other liabilities in respect of matters dealing with the protection or contamination of the Environment or the maintenance of health and safety standards, whether contingent standards could individually or actual, could in the aggregate reasonably be expected to have a Material Adverse Effect then, at the request of the Agent, the Borrower will, and will cause each Material Subsidiary to, assist the Agent in conducting an environmental audit of the property which is the subject matter of such contingent or actual obligations or liabilities, by an independent consultant selected by the Agent. The reasonable costs cost of such audit will be for the account of the Borrower, provided that the Agent will carry out such audit in consultation with the Borrower to expedite its completion in a cost-cost effective manner. Should the result of If such audit indicate indicates that the Borrower or a any Material Subsidiary is in breach, or with the passage of time will is likely to be in breach, of any Environmental Law Laws and such breach or potential breach has individually or in the aggregate would have or could reasonably be expected to have, in the opinion of the LendersAgent, acting reasonably, a Material Adverse Effect, and without in any way prejudicing or suspending any of the rights and remedies of the Agent and the Lenders under the Loan Documents, the Borrower will or will cause the applicable Material Subsidiary to, forthwith commence and diligently proceed to rectify or cause to be rectified such breach or potential breach, as the case may be, and will keep the Agent fully advised of the actions it intends they intend to take and has have taken to rectify such breach or potential breach and the progress it is they are making in rectifying same. The Agent will be permitted to retain, for the account of the Borrower (to the extent such account is reasonable)Borrower, the services of a consultant to monitor the Borrower’s or any the applicable Material Subsidiary’s compliance with this Section 10.1(q9.1(s).

Environmental Audit. If the Agent, acting reasonably, determines after the occurrence of an Event of Default that the General Partner's, the Borrower’s 's or any Material Subsidiary’s 's obligations or other liabilities in respect of matters dealing with the protection or contamination of the Environment or the maintenance of health and safety standards, whether contingent standards would individually or actual, could in the aggregate reasonably be expected to have a Material Adverse Effect Change then, at the written request of the Agent, the General Partner and/or the Borrower will, and will cause each Material Subsidiary to, assist the Agent in conducting an environmental audit of the property which is the subject matter of such contingent or actual obligations or liabilities, by an independent consultant selected by the Agent. The reasonable costs cost of such audit will be for the account of the Borrower, provided that the Agent will carry out such audit in consultation with the Borrower to expedite its completion in a cost-cost effective manner. Should the result of If such audit indicate indicates that the Borrower Borrower, the General Partner or a any Material Subsidiary is in breach, or with the passage of time will is likely to be in breach, of any Environmental Law Laws and such breach or potential breach has individually or could reasonably be expected to in the aggregate would have, in the opinion of the LendersAgent, acting reasonably, a Material Adverse EffectChange, and without in any way prejudicing or suspending any of the rights and remedies of the Agent and the Lenders under the Loan Documents, the Borrower and/or the General Partner will, or will cause the applicable Material Subsidiary to, forthwith commence and diligently proceed to rectify or cause to be rectified such breach or potential breach, as the case may be, and will keep the Agent fully advised of the actions it intends they intend to take and has have taken to rectify such breach or potential breach and the progress it is they are making in rectifying same. The Agent will be permitted to retain, for the account of the Borrower (to the extent such account is reasonable)Borrower, the services of a consultant to monitor the Borrower’s 's, the General Partner's or any the applicable Material Subsidiary’s 's compliance with this Section 10.1(q9.1(s).

Environmental Audit. If CTC has engaged Dames & Mxxxx (the Agent“Environmental Auditors”) for the purpose of conducting a site assessment or assessments of the Real Properties and compliance audit of DI and rendering to counsel for CTC a report thereon (the “Environmental Report”). In performing such assessments, acting reasonablyCTC shall cause the Environmental Auditors not to conduct their work in any manner that could create an unsafe or hazardous condition on any Real Property and shall cause the Environmental Auditors not to interfere unreasonably with the conduct of DI’s business. CTC shall cause all work performed by the Environmental Auditors to be done in accordance with all applicable laws, determines shall be solely responsible for all fees and expenses of the Environmental Auditors and shall not permit (i) any claims to be made against DI with respect to the activities being performed by the Environmental Auditors or their contractors or agents, except to the extent that such claims are for negligent or willful misconduct by DI’s employees, or (ii) any liens to be created against any Real Property by the Environmental Auditors or their contractors or agents. Prior to the commencement of any work by the Environmental Auditors on the Real Properties, CTC shall (i) deliver to DI’s counsel evidence that the Borrower’s or any Material Subsidiary’s obligations or other liabilities Environmental Auditors have in fall force and effect workers’ compensation insurance in at least the amount required by applicable laws and a comprehensive general liability policy with a single incident limit of at least $2,000,000 in respect of matters dealing the injury or death of any one person or damage to property and DI shall be named as an additional insured thereunder; and (ii) provide DI with a copy of the proposed scope of the work for the site assessment or assessments in accordance with this Section. DI shall not be liable to CTC or the Environmental Auditors, their contractors or agents and CTC shall release, indemnify and hold DI harmless from any claims by any person on account of any injury, damages or loss to personal property resulting from, incident to or arising out of the performance of any assessment or any entry upon the Real Properties in accordance with this Section and from all costs incurred by DI in defending against any such claim. CTC shall keep DI informed in a timely manner as to the findings of the Environmental Auditors and shall arrange to have provided to DI’s counsel copies of the final written report prepared by the Environmental Auditors promptly following receipt thereof by CTC or its counsel. CTC shall insure that all factual information is reported accurately and completely by the Environmental Auditors in the Environmental Report consistent with the protection information supplied by DI or contamination of the Environment or the maintenance of health and safety standards, whether contingent or actual, could reasonably be expected to have a Material Adverse Effect then, at the request of the Agent, the Borrower will assist the Agent in conducting an environmental audit of the property which is the subject matter of such contingent or actual obligations or liabilities, by an independent consultant selected developed by the Agent. The reasonable costs of such audit will be for the account of the BorrowerEnvironmental Auditors from published databases or information contained in governmental agency files, provided that the Agent will carry out such audit in consultation with the Borrower to expedite its completion in a cost-effective manner. Should the result of such audit indicate that the Borrower or a Material Subsidiary is in breach, or with the passage of time will be in breach, of any Environmental Law and such breach or potential breach has or could reasonably be expected to have, in the opinion of the Lenders, acting reasonably, a Material Adverse Effect, and without in any way prejudicing or suspending any of the rights and remedies of the Agent and the Lenders under the Documents, the Borrower will forthwith commence and diligently proceed to rectify or cause to be rectified such breach or potential breach, as the case may be, and will keep the Agent fully advised of the actions it intends to take and has taken to rectify such breach or potential breach and the progress it is making in rectifying same. The Agent will be permitted to retain, for the account of the Borrower (to the extent that such account information accurately describes the state of affairs, and that no legal conclusions are contained in the Environmental Report. Within ten days of its receipt of the Environmental Report, DI will provide to CTC notice of incomplete or erroneous factual information or legal conclusions with appropriate supporting information, if any, contained in the Environmental Report. Any such incomplete or erroneous factual information shall be corrected and any such legal conclusions shall be removed and the Environmental Report shall be reissued. Once the Environmental Report is reasonable)reissued, all copies of the services original version shall be destroyed. All information obtained by CTC or the Environmental Auditors shall be treated as confidential in accordance with Section 5.8 and CTC shall instruct the Environmental Auditors, their representatives, employees and contractors regarding the confidentiality of a consultant to monitor the Borrower’s or any Material Subsidiary’s compliance with this Section 10.1(q)all such information.

Environmental Audit. If the AgentMajority Holders, acting reasonably, determines determine that the BorrowerIssuer’s or any Material Subsidiary’s obligations or other liabilities in respect of matters dealing with the protection or contamination of the Environment or the maintenance of health and safety standards, whether contingent standards could individually or actual, could in the aggregate reasonably be expected to have a Material Adverse Effect then, at the request of the AgentMajority Holders, the Borrower Issuer will, and will cause each Material Subsidiary to, assist the Agent Majority Holders in conducting an environmental audit of the property which is the subject matter of such contingent or actual obligations or liabilities, by an independent consultant selected by the AgentMajority Holders. The reasonable costs cost of such audit will be for the account of the Borrower, Issuer; provided that the Agent Majority Holders will carry out such audit in consultation with the Borrower Issuer to expedite its completion in a cost-cost effective manner. Should the result of If such audit indicate indicates that the Borrower Issuer or a any Material Subsidiary is in breach, or with the passage of time will is likely to be in breach, of any Environmental Law Laws and such breach or potential breach has individually or in the aggregate would have or could reasonably be expected to have, in the opinion of the LendersMajority Holders, acting reasonably, a Material Adverse Effect, and without in any way prejudicing or suspending any of the rights and remedies of the Agent and the Lenders or Holders under the Note Documents, the Borrower Issuer will or will cause the applicable Material Subsidiary to, forthwith commence and diligently proceed to rectify or cause to be rectified such breach or potential breach, as the case may be, and will keep the Agent and Majority Holders fully advised of the actions it intends they intend to take and has have taken to rectify such breach or potential breach and the progress it is they are making in rectifying same. The Agent Majority Holders will be permitted to retain, for the account of the Borrower (to the extent such account is reasonable)Issuer, the services of a consultant to monitor the BorrowerIssuer’s or any the applicable Material Subsidiary’s compliance with this Section 10.1(q10.1(s).

Environmental Audit. If CTC has engaged Dames & ------------------- Xxxxx (the Agent"Environmental Auditors") for the purpose of conducting a site assessment or assessments of the Real Properties and compliance audit of DI and rendering to counsel for CTC a report thereon (the "Environmental Report"). In performing such assessments, acting reasonablyCTC shall cause the Environmental Auditors not to conduct their work in any manner that could create an unsafe or hazardous condition on any Real Property and shall cause the Environmental Auditors not to interfere unreasonably with the conduct of DI's business. CTC shall cause all work performed by the Environmental Auditors to be done in accordance with all applicable laws, determines shall be solely responsible for all fees and expenses of the Environmental Auditors and shall not permit (i) any claims to be made against DI with respect to the activities being performed by the Environmental Auditors or their contractors or agents, except to the extent that such claims are for negligent or willful misconduct by DI's employees, or (ii) any liens to be created against any Real Property by the Environmental Auditors or their contractors or agents. Prior to the commencement of any work by the Environmental Auditors on the Real Properties, CTC shall (i) deliver to DI's counsel evidence that the Borrower’s or any Material Subsidiary’s obligations or other liabilities Environmental Auditors have in full force and effect workers' compensation insurance in at least the amount required by applicable laws and a comprehensive general liability policy with a single incident limit of at least $2,000,000 in respect of matters dealing the injury or death of any one person or damage to property and DI shall be named as an additional insured thereunder; and (ii) provide DI with a copy of the proposed scope of the work for the site assessment or assessments in accordance with this Section. DI shall not be liable to CTC or the Environmental Auditors, their contractors or agents and CTC shall release, indemnify and hold DI harmless from any claims by any person on account of any injury, damages or loss to personal property resulting from, incident to or arising out of the performance of any assessment or any entry upon the Real Properties in accordance with this Section and from all costs incurred by DI in defending against any such claim. CTC shall keep DI informed in a timely manner as to the findings of the Environmental Auditors and shall arrange to have provided to DI's counsel copies of the final written report prepared by the Environmental Auditors promptly following receipt thereof by CTC or its counsel. CTC shall insure that all factual information is reported accurately and completely by the Environmental Auditors in the Environmental Report consistent with the protection information supplied by DI or contamination of the Environment or the maintenance of health and safety standards, whether contingent or actual, could reasonably be expected to have a Material Adverse Effect then, at the request of the Agent, the Borrower will assist the Agent in conducting an environmental audit of the property which is the subject matter of such contingent or actual obligations or liabilities, by an independent consultant selected developed by the Agent. The reasonable costs of such audit will be for the account of the BorrowerEnvironmental Auditors from published databases or information contained in governmental agency files, provided that the Agent will carry out such audit in consultation with the Borrower to expedite its completion in a cost-effective manner. Should the result of such audit indicate that the Borrower or a Material Subsidiary is in breach, or with the passage of time will be in breach, of any Environmental Law and such breach or potential breach has or could reasonably be expected to have, in the opinion of the Lenders, acting reasonably, a Material Adverse Effect, and without in any way prejudicing or suspending any of the rights and remedies of the Agent and the Lenders under the Documents, the Borrower will forthwith commence and diligently proceed to rectify or cause to be rectified such breach or potential breach, as the case may be, and will keep the Agent fully advised of the actions it intends to take and has taken to rectify such breach or potential breach and the progress it is making in rectifying same. The Agent will be permitted to retain, for the account of the Borrower (to the extent that such account information accurately describes the state of affairs, and that no legal conclusions are contained in the Environmental Report. Within ten days of its receipt of the Environmental Report, DI will provide to CTC notice of incomplete or erroneous factual information or legal conclusions with appropriate supporting information, if any, contained in the Environmental Report. Any such incomplete or erroneous factual information shall be corrected and any such legal conclusions shall be removed and the Environmental Report shall be reissued. Once the Environmental Report is reasonable)reissued, all copies of the services original version shall be destroyed. All information obtained by CTC or the Environmental Auditors shall be treated as confidential in accordance with Section 5.8 and CTC shall instruct the Environmental Auditors, their representatives, employees and contractors regarding the confidentiality of a consultant to monitor the Borrower’s or any Material Subsidiary’s compliance with this Section 10.1(q)all such information.

Environmental Audit. If the AgentLender, acting reasonably, determines that the Borrower’s or any Material SubsidiaryObligor’s obligations or other liabilities in respect of matters dealing with the protection or contamination of the Environment or the maintenance of health and safety standards, whether contingent or actual, could would reasonably be expected to have a Material Adverse Effect then, at the request of the AgentLender, the Borrower will, and will cause each Subsidiary of the Borrower to, assist the Agent Lender in conducting an environmental audit of the property which is the subject matter of such contingent or actual obligations or liabilities, by an independent consultant selected by the AgentLender. The reasonable costs of such audit will be for the account of the Borrower, provided that the Agent Lender will carry out such audit in consultation with the Borrower to expedite its completion in a cost-cost effective manner. Should the result of such audit indicate that the Borrower or a Material Subsidiary any Obligor is in breach, or with the passage of time will be in breach, of any Environmental Law and such breach or potential breach has or could would reasonably be expected to have, in the opinion of the LendersLender, acting reasonably, a Material Adverse Effect, and without in any way prejudicing or suspending any of the rights and remedies of the Agent and the Lenders Lender under the Loan Documents, the Borrower will, and will cause each Subsidiary of the Borrower to, forthwith commence and diligently proceed to rectify or cause to be rectified such breach or potential breach, as the case may be, and will keep the Agent Lender fully advised of the actions it intends to take and has taken to rectify such breach or potential breach and the progress it is making in rectifying same. The Agent Lender will be permitted to retain, for the account of the Borrower (to the extent such account is reasonable), the services of a consultant to monitor the Borrower’s or any Material SubsidiaryObligor’s compliance with this Section 10.1(q9.1(r).

Environmental Audit. If the Agent, acting reasonably, determines that the Borrower’s 's or any Material Subsidiary’s 's obligations or other liabilities in respect of matters dealing with the protection or contamination of the Environment or the maintenance of health and safety standards, whether contingent standards could individually or actual, could in the aggregate reasonably be expected to have a Material Adverse Effect then, at the request of the Agent, the Borrower will, and will cause each Material Subsidiary to, assist the Agent in conducting an environmental audit of the property which is the subject matter of such contingent or actual obligations or liabilities, by an independent consultant selected by the Agent. The reasonable costs cost of such audit will be for the account of the Borrower, provided that the Agent will carry out such audit in consultation with the Borrower to expedite its completion in a cost-cost effective manner. Should the result of If such audit indicate indicates that the Borrower or a any Material Subsidiary is in breach, or with the passage of time will is likely to be in breach, of any Environmental Law Laws and such breach or potential breach has individually or in the aggregate would have or could reasonably be expected to have, in the opinion of the LendersAgent, acting reasonably, a Material Adverse Effect, and without in any way prejudicing or suspending any of the rights and remedies of the Agent and the Lenders under the Loan Documents, the Borrower will or will cause the applicable Material Subsidiary to, forthwith commence and diligently proceed to rectify or cause to be rectified such breach or potential breach, as the case may be, and will keep the Agent fully advised of the actions it intends they intend to take and has have taken to rectify such breach or potential breach and the progress it is they are making in rectifying same. The Agent will be permitted to retain, for the account of the Borrower (to the extent such account is reasonable)Borrower, the services of a consultant to monitor the Borrower’s 's or any the applicable Material Subsidiary’s 's compliance with this Section 10.1(q9.1(s).

Environmental Audit. If the Agent, acting reasonably, determines that the Borrower’s or any Material Subsidiary’s obligations or other liabilities in respect of matters dealing with the protection or contamination of the Environment or the maintenance of health and safety standards, whether contingent or actual, could reasonably be expected to have a Material Adverse Effect then, at the request of the Agent, the Borrower will assist the Agent in conducting an environmental audit of the property which is the subject matter of such contingent or actual obligations or liabilities, by an independent consultant selected by the Agent. The reasonable costs of such audit will be for the account of the Borrower, provided that the Agent will carry out such audit in consultation with the Borrower to expedite its completion in a cost-effective manner. Should the result of such audit indicate that the Borrower or a Material Subsidiary is in breach, or with the passage of time will be in breach, of any Environmental Law and such breach or potential breach has or could reasonably be expected to have, in the opinion of the Lenders, acting reasonably, a Material Adverse Effect, and without in any way prejudicing or suspending any of the rights and remedies of the Agent and the Lenders under the Documents, the Borrower will forthwith commence and diligently proceed to rectify or cause to be rectified such breach or potential breach, as the case may be, and will keep the Agent fully advised of the actions it intends to take and has taken to rectify such breach or potential breach and the progress it is making in rectifying same. The Agent will be permitted to retain, for the account of the Borrower (to the extent such account is reasonable), the services of a consultant to monitor the Borrower’s or any Material Subsidiary’s compliance with this Section 10.1(q14.1(q).

Environmental Audit. If the Agent, acting reasonably, determines that the Borrower’s or any Material SubsidiaryBorrower Group Member’s obligations or other liabilities in respect of matters dealing with the protection or contamination of the Environment or the maintenance of health and safety standards, whether contingent or actual, could would reasonably be expected to have a Material Adverse Effect then, at the request of the Agent, the Borrower will, and will cause the other Borrower Group Members to, assist the Agent in conducting an environmental audit of the property which is the subject matter of such contingent or actual obligations or liabilities, by an independent consultant selected jointly by the Borrower and the Agent, and failing any such agreement, by the Agent, acting reasonably. The reasonable costs of such audit will be for the account of the Borrower, provided that the Agent will carry out such audit in consultation with the Borrower to expedite its completion in a cost-cost effective manner. Should the result of such audit indicate that the any Borrower or a Material Subsidiary Group Member is in breach, or with the passage of time will be in breach, of any Environmental Law and such breach or potential breach has or could would reasonably be expected to have, in the opinion of the Lenders, acting reasonably, have a Material Adverse Effect, and without in any way prejudicing or suspending any of the rights and remedies of the Agent and the Lenders under the Documents, the Borrower will forthwith commence and diligently proceed to rectify or cause to be rectified such breach or potential breach, as the case may be, and will keep the Agent Lenders fully advised of the actions it intends to take and has taken to rectify such breach or potential breach and the progress it is making in rectifying same. The Agent will be permitted to retain, for the account of the Borrower (to the extent such account is reasonable), the services of a consultant to monitor the Borrower’s or any Material Subsidiaryapplicable Loan Party’s compliance with this Section 10.1(q13.1(i).

Environmental Audit. If the Agent, acting reasonably, determines that the Borrower’s or any Material SubsidiaryBorrower Group Member’s obligations or other liabilities in respect of matters dealing with the protection or contamination of the Environment or the maintenance of health and safety standards, whether contingent or actual, could would reasonably be expected to have a Material Adverse Effect then, at the request of the Agent, the Borrower will, and will cause the other Borrower Group Members to, assist the Agent in conducting an environmental audit of the property which is the subject matter of such contingent or actual obligations or liabilities, by an independent consultant selected jointly by the Borrower and the Agent, and failing any such agreement, by the Agent, acting reasonably. The reasonable costs of such audit will be for the account of the Borrower, provided that the Agent will carry out such audit in consultation with the Borrower to expedite its completion in a cost-cost effective manner. Should the result of such audit indicate that the any Borrower or a Material Subsidiary Group Member is in breach, or with the passage of time will be in breach, of any Environmental Law and such breach or potential breach has or could would reasonably be expected to have, in the opinion of the Lenders, acting reasonably, have a Material Adverse Effect, and without in any way prejudicing or suspending any of the rights and remedies of the Agent and the Lenders under the Documents, the Borrower will forthwith commence and diligently proceed to rectify or cause to be rectified such breach or potential breach, as the case may be, and will keep the Agent Lenders fully advised of the actions it intends to take and has taken to rectify such breach or potential breach and the progress it is making in rectifying same. The Agent will be permitted to retain, for the account of the Borrower (to the extent such account is reasonable), the services of a consultant to monitor the Borrower’s or any Material Subsidiaryapplicable Borrower Group Member’s compliance with this Section 10.1(q13.1(i).