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. 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
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

Related to Remediation Obligation

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

  • 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.

  • 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.

  • Seller’s Indemnification Obligations (a) In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 11.1, Seller releases, and shall indemnify, defend and hold harmless Buyer, and Xxxxx’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in- house counsel) and other costs of litigation, arbitration or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third-party), arising out of or in connection with:

  • Director Notification Obligation If the Participant is a director of the Corporation’s Malaysian Affiliate, the Participant is subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Affiliate in writing when the Participant receives or disposes of an interest (e.g., an Award or shares) in the Corporation or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Corporation or any related company. MEXICO

  • Indemnification Obligations of Seller Seller shall defend, indemnify, save and keep harmless Purchaser and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon.

  • Payment of Indemnification Obligation 28 9.5. Survival of Representations; Claims for Indemnification............................................28 9.6. Damages and Related Matters...................................28

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