Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project. (b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws. (c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease. (d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law. (e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom. (f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees. (g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 2 contracts
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) will not conduct any activity on the Leased Premises that will use or produce any Hazardous Materials, except for such activities that are both (1) part of the ordinary course of Tenants business activities and (2) conducted in accordance with all Environmental Laws; (ii) will not use the Premises in any manner for the storage of any Hazardous Materials except for storage of such materials that are both (1) used in the ordinary course of Tenant’s business and (2) properly stored in a manner and location satisfying all Environmental Laws; (iii) will not install any underground tanks of any type; and (iv) will not permit any Hazardous Materials to be brought onto the Premises, except in the ordinary course of Tenant’s business and in compliance with all Environmental Laws (as defined below) governing and relating to Laws. If any Hazardous Materials are brought or found on the Leased Premises as in effect and enforced as violation of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution above provisions of this LeaseSection, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant same shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project immediately removed by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such itemswith proper disposal, and the quantities thereof, are necessary or materially useful to Tenant’s business and will all required cleanup procedures shall be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated diligently undertaken pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the all Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by If at any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise time during or after the Lease Term the Premises are found to be so contaminated or subject to such conditions as a result of Tenant’s failure to comply with the foregoing provisions, Tenant shall defend and hold Landlord harmless from all claims, demands, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal use of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agentsInvitees. Tenant will maintain on the Premises a list of all materials stored at the Premises for which a material safety data sheet (an “MSDS”) was issued by the producers or manufacturers thereof, employees, contractors, licensees, customers or invitees. This indemnification together with copies of the MSDS’s for such materials, and shall deliver such list and MSDS copies to Landlord Indemnitees by upon Landlord’s request therefor. Except for Hazardous Materials that existed in or on the Premises as of the Commencement Date, Tenant includesshall remove all Hazardous Materials from the Premises in a manner acceptable to Landlord before the earlier of the date Tenant vacates the Premises and the date Tenant’s right to possess the Premises ends. Landlord may, without limitationupon reasonable notice to Tenant (and in no case with less than 24 hours’ advance notice except for emergencies), any enter the Premises and all costs incurred conduct environmental inspections and tests therein as it may reasonably require from time to time, provided that Landlord shall use reasonable efforts to minimize the interference with Tenant’s business. Such inspections and tests shall be conducted at Landlord’s expense, unless they reveal the presence of Hazardous Materials in connection with any investigation violation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because the above provisions of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive or that Tenant has not complied with the termination requirements of this LeaseSection, in which case Tenant shall reimburse Landlord for the cost thereof within ten (10) days after Landlord’s request therefor.
(db) If Landlord represents to Tenant that Landlord has not received any written notice, demand, claim, citation, complaint, request for information or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord similar communication with respect to such clean-up activities shall be for the account existence of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest Hazardous Materials at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, Project in violation of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 2 contracts
Sources: Sublease Agreement (Genocea Biosciences, Inc.), Sublease Agreement (Genocea Biosciences, Inc.)
Hazardous Materials. Except for the incidental use of certain commonly used products for routine cleaning and maintenance of floors, bathrooms, windows, kitchens, and administrative offices on the Premises or Project, which products have been disclosed by Tenant to Landlord in the Environmental Questionnaire (a) Landlord represents as defined below), Tenant hereby represents, warrants and warrants to covenants that Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws will not produce, use, store or generate any “Hazardous Materials” (as defined below) governing on, under or about the Premises and/or Project. Tenant has fully and relating accurately completed ▇▇▇▇▇▇▇▇’s Pre-Leasing Environmental Exposure Questionnaire (“Environmental Questionnaire”) attached hereto as Exhibit D and incorporated herein by reference. If Tenant’s Environmental Questionnaire indicates that Tenant will be utilizing Hazardous Materials, in addition to the Leased Premises as in effect all other rights and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of remedies Landlord may have under this Lease, no Toxic including, without limitation, declaring a default hereunder by ▇▇▇▇▇▇ for breach of representation, Landlord may require Tenant to execute an amendment to this Lease relating to such Hazardous Materials are present in, on or under the Leased Premises or the Project.
use and Tenant’s failure to execute any such amendment within ten (b10) Except for reasonable amounts days of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, ▇▇▇▇▇▇▇▇’s delivery thereof to Tenant shall constitute a default hereunder by Tenant. Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Material to be brought upon, kept placed, stored, manufactured, generated, blended, handled, recycled, disposed of, used or used in released on, in, under or about the Leased Premises or the and/or Project by Tenant, its agents, employees, contractors, licensees, customers, Tenant or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below)Parties. Tenant shall complynot excavate, at its sole costdisturb or conduct any testing of any soils on or about the Project without obtaining Landlord’s prior written consent, and any investigation or remediation on or about the Project shall be conducted only by a consultant approved in writing by Landlord and pursuant to a work letter approved in writing by Landlord. Tenant shall keep, operate and maintain the Premises in full compliance with all federal, state and local lawsenvironmental, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene and/or safety laws, ordinances, rules, regulations, codes, orders, directives, guidelines, permits or regulations relate permit conditions currently existing and as amended, enacted, issued or adopted in the future which are applicable to Hazardous Substances onthe Premises (collectively, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials Landlord shall have the right (but not the obligation) to enter upon the Premises and substances are hereinafter collectively referred to as “Toxic Materials.” It cure any non- compliance by Tenant with the terms of this Paragraph 3.2 or any Environmental Laws or any release, discharge, spill, improper use, storage, handling or disposal of Hazardous Materials on, under, from, or about the Premises or Project, regardless of the quantity of any such release, discharge, spill, improper use, storage, handling or disposal of Hazardous Materials on or about the Premises or Project, the full cost of which shall be the sole obligation of deemed to be Rent and shall be due and payable by Tenant to obtain Landlord immediately upon demand. If Landlord elects to enter upon the Premises and cure any permits and approvals required pursuant such non-compliance or release, discharge, spill, improper use, storage, handling or disposal of Hazardous Materials on, under, from, or about the Premises or Project, Tenant shall not be entitled to participate in Landlord’s activities on the Premises. If any information provided to Landlord by Tenant in the Environmental LawsQuestionnaire, or otherwise relating to information concerning Hazardous Materials is false, incomplete, or misleading in any material respect, the same shall be deemed an event of default by Tenant under this Lease. Without limiting the generality in any way Tenant’s obligations under any other provision of the foregoingthis Lease, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and its successors and assigns shall indemnify, protect, defend and hold harmless Landlord and Landlord, its agentspartners, officers, directors, shareholders, employees, representativesagents, directors lenders, contractors and officers each of their respective successors and assigns (collectively hereinafter referred to as collectively, the “Landlord IndemniteesIndemnified Parties”) harmless from and against any and all claims, costsjudgments, damages, penalties, enforcement actions, taxes, fines, remedial actions, liabilities, losses, liabilitiescosts and expenses (including, without limitation, actual attorneys’ fees, damageslitigation, injuriesarbitration and administrative proceeding costs, causes expert and consultant fees and laboratory costs) including, without limitation, damages arising out of actionthe diminution in the value of the Premises or Project or any portion thereof, judgmentsdamages for the loss of the Premises or Project, damages arising from any adverse impact on the marketing of space in the Premises or Project, and expenses sums paid in settlement of claims, which arise during or after the Lease Term in whole or in part as a result of the receivingpresence or suspected presence of any Hazardous Materials, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon on, under, from or about the Leased Premises or the ProjectProject and/or other adjacent properties due to Tenant’s or Tenant’s Parties’ activities, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includesfailures to act (including, without limitation, Tenant’s failure to report any and all costs incurred in connection with any investigation of site conditions and any clean-upspill or release to the appropriate regulatory agencies), remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under on or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 2 contracts
Sources: Standard Industrial Lease Agreement (Pattern Group Inc.), Standard Industrial Lease Agreement (Pattern Group Inc.)
Hazardous Materials. (a) Landlord represents a. Use, Storage, Handling and warrants to Tenant that to Landlord’s actual knowledge and Disposal of Hazardous Materials. Except as of the Commencement Date: (i) the Leased Premises are explicitly provided in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which Hazardous Materials (as such term is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects defined below) to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complygenerated, at its sole coststored, with all federaltransported, state and local lawshandled or disposed of in, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, Premises or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use Project at any time (collectively referred to herein as the “Environmental Laws”). Such materials and substances such activities are hereinafter collectively referred to as “Toxic Environmental Activities”). Tenant further agrees that (i) Tenant will not engage in any activity on the Premises that will produce any Hazardous Materials.” It ; (ii) Tenant will not install any underground tanks of any type; (iii) Tenant will not use any portion of the Premises as a landfill or a dump; and (iv) Tenant will not cause any surface or subsurface conditions to exist or come into existence that constitute, or with the passage of time may constitute, a public or private nuisance. Tenant shall be responsible for assuring compliance by such persons with the sole obligation foregoing prohibition, which shall survive the expiration or early termination of this Lease and extend to Tenant, and its officers, directors, employees, agents, contractors, and invitees, and any assignees claiming by, through, or under Tenant, any subtenants claiming by, through, or under Tenant (“Tenant Party”), and Tenant’s failure to obtain any permits and approvals required pursuant to abide by the Environmental Lawsterms of this Section shall be restrainable by injunction. Without limiting the generality of Notwithstanding the foregoing, Tenant shall and subject to Tenant’s covenant to strictly comply with requirements for the inventory of Toxic all Hazardous Materials imposed by any state or local laws, including the Environmental Laws.
Laws (cas such term is defined below) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, other terms and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If , Tenant or its agentsmay bring upon, employeeskeep and use general office and cleaning supplies typically used in the ordinary course of business of an office, contractorssuch as copier toner, licenseesliquid paper, customers or invitees or any other parties (except glue, ink, and cleaning solvents, for use in the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from manner for which they were designed. From time to time during the term of this Lease by any governmental authority having jurisdiction over such contaminationTerm, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account may request Landlord’s approval of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice’s use of other Hazardous Materials, which shall later approval may be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefromwithheld in Landlord’s sole discretion.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 2 contracts
Sources: Lease (Control4 Corp), Lease (Control4 Corp)
Hazardous Materials. (aA) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and No Hazardous Materials, as defined herein, shall be Handled, as also defined herein, upon, about, above or beneath the Premises or any portion of the Commencement Date: Building by or on behalf of Tenant, its subtenants or its assignees, or their respective contractors, clients, officers, directors, employees, agents, or invitees. Any such Hazardous Materials so Handled shall be known as Tenant's Hazardous Materials. Notwithstanding the foregoing, normal quantities of Tenant's Hazardous Materials customarily used in the conduct of general administrative and executive office activities (ie.g., copier fluids and cleaning supplies only) may be Handled at the Leased Premises are without Landlord's prior written consent. Tenant's Hazardous Materials shall be Handled at all times in compliance with the manufacturer's instructions therefor and all applicable Environmental Laws (Laws, as defined belowherein.
(B) governing and relating Notwithstanding the obligation of Tenant to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed indemnify Landlord pursuant to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyshall, at its sole costcost and expense, with promptly take all federalactions required by any Regulatory Authority, state and local lawsas defined herein, statutesor necessary for Landlord to make full economic use of the Premises or any portion of the Building, ordinanceswhich requirements or necessity arises from the Handling of Tenant's Hazardous Materials upon, codesabout, regulations and orders relating to above or beneath the receivingPremises or any portion of the Building. Such actions shall include, handlingbut not be limited to, usethe investigation of the environmental condition of the Premises or any portion of the Building, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal the preparation of any flammablefeasibility studies or reports and the performance of any cleanup, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediationremedial, removal or restoration work work. Tenant shall take all actions necessary to restore the Premises or any portion of the Building to the condition existing prior to the introduction of Tenant's Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws. Tenant shall nevertheless obtain Landlord's written approval prior to undertaking any actions required by this Section, which approval shall not be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or short-term effect on the Premises, any federal, state portion of the Building or local governmental agency or political subdivision because any other tenants of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this LeaseBuilding.
(dC) If Tenant or its agentsagrees to execute affidavits, employeesrepresentations, contractors, licensees, customers or invitees or any other parties (except and the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established like from time to time during at Landlord's request stating Tenant's best knowledge and belief regarding the term presence of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Hazardous Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic MaterialsPremises.
Appears in 2 contracts
Sources: Office Lease (Treaty Oak Bancorp Inc), Office Lease (Treaty Oak Bancorp Inc)
Hazardous Materials. (a) Landlord represents and warrants that, to Tenant that to the best of Landlord’s actual 's knowledge as of the date of this Lease and as of the Commencement Date: date of Substantial Completion (i) the Leased Premises are in compliance with all Environmental Laws there does not exist (as defined below) governing and relating to the Leased Premises as in effect and enforced will not exist as of the Commencement Date; date of Substantial Completion) any leak, spill, release, discharge, emissions or disposal of Hazardous Materials on the Lot (including the Building to be located thereon), and (ii) the Premises do not (and will not as of the date of Substantial Completion) contain any Hazardous Materials, except as disclosed may be contained in customary cleaning supplies or in such other supplies (e.g. paint) that are necessary for Landlord to Tenant in writing prior to perform its obligations hereunder. In the execution event that any such leak, spill, release, discharge, emission or disposal of this Lease, no Toxic Hazardous Materials are present in, shall occur on the Lot or under the Leased Premises or the Project.
(b) Except for reasonable apart from DE MINIMIS amounts of commercially available office such materials used for cleaning and manufacturing products used, stored and disposed maintenance purposes or in connection with the operation of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, loading docks) the Park not caused by Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agentsofficers, employees, contractorsagents, contractors or licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as take any and all actions necessary to bring the Premises, the Park and/or the Building (excluding all portions thereof leased or leasable to tenants) into compliance with applicable law and other governmental requirements relating thereto. Landlord agrees to notify Tenant demonstrates to Landlord’s satisfaction, immediately upon discovery of any Hazardous Materials on the Premises or in the exercise of Landlord’s sole Park and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord Tenant and its agentsofficers, employees, representatives, directors employees and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) agents from and against any and all claims, costsjudgments, damages, penalties, fines, lossescosts, liabilities, liabilities or loss (including without limitation reasonable attorneys’ ' fees, damages, injuries, causes of action, judgments, and expenses ) which arise during or after the Lease Term date hereof from or in connection with the presence or suspected presence of Hazardous Materials on the Premises or in the Park caused directly by the negligent acts or willful misconduct of Landlord. Notwithstanding any language to the contrary set forth in this Lease, in no event shall Landlord be obligated to indemnify Tenant for any Hazardous Materials which arise, as a result of the receivingnegligent acts or willful misconduct of Tenant, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agentsofficers, employees, contractorsagents, contractors or licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any The covenants and all costs incurred indemnifications set forth in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section 5.1.8 shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.and
Appears in 2 contracts
Sources: Lease Agreement (Unisphere Networks Inc), Lease Agreement (Unisphere Solutions Inc)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution For purposes of this LeaseSublease, no Toxic Materials are present inthe term “Hazardous Material” means any hazardous substance, on hazardous waste, infectious waste, petroleum product or under the Leased Premises toxic substance, material, or the Project.
(b) waste which becomes regulated or is defined as such by any local, state or federal governmental authority. Except for reasonable amounts quantities of commercially available ordinary office supplies such as copier toners, liquid paper and manufacturing products usedink and common cleaning materials and solvents or other substances commonly used in non-hospital medical offices (all of which shall in any event be kept, stored and disposed of used only in compliance accordance with all applicable local, state and federal statutes, orders, ordinances, rules laws and regulations), Tenant Subtenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Material to be brought uponbrought, kept or used in or about the Leased Subleased Premises or the Project Park by TenantSubtenant, its agents, employees, contractors, licensees, customers, or invitees, without . Subtenant hereby agrees to indemnify Sublandlord from and against any breach by Subtenant of the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, obligations stated in the exercise of Landlord’s sole and absolute discretion, that such itemspreceding sentence, and the quantities thereof, are necessary or materially useful agrees to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold Sublandlord harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costsjudgments, damages, penalties, fines, lossescosts, liabilities, or losses (including, without limitation, diminution in value of the Building or the Park, damages for the loss or restriction or use of rentable space or of any amenity of the Park, damages arising from any adverse impact on marketing of space in the Building or the Park, sums paid in settlement of claims, attorneys’ fees, damages, injuries, causes of action, judgments, consultant fees and expenses expert fees) which arise during or after the Lease Sublease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or inviteessuch breach. This indemnification of the Landlord Indemnitees Sublandlord by Tenant Subtenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-upcleanup, remediationremedial removal, removal or restoration work required by due to the presence of Hazardous Material. Subtenant shall promptly notify Sublandlord of any federal, state or local governmental agency or political subdivision because release of Toxic Materials present a Hazardous Material in the soilSubleased Premises or (if caused by Subtenant or its agents or contractors) in the Park.
(b) If Subtenant knows, subsoilsor has reasonable cause to believe, ground water that a Hazardous Material, or elsewhere a condition involving or resulting from same, has come to be located in, on, on or under or about the Leased Subleased Premises or the ProjectPark, Subtenant shall immediately give written notice of such fact to Sublandlord. This indemnification Subtenant shall also immediately give Sublandlord (without demand by Tenant under this Section shall survive the termination Sublandlord) a copy of this Lease.
(d) If Tenant any statement, report, notice, registration, application, permit, license, given to or its agents, employees, contractors, licensees, customers received by Subtenant from or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contaminationor persons entering or occupying the Subleased Premises, then Tenant shall promptly take any and all action necessary to clean-up such contamination in concerning the manner required by law. If Tenant fails to take such actionpresence, Landlord mayspill, but shall not be obligated release, discharge of or exposure to, take such action. In such eventany Hazardous Material or contamination in, all costs incurred by Landlord with respect to such clean-up activities shall be for on or about the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Subleased Premises or the Project, and any injuries or damages relating directly or indirectly therefromPark.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 2 contracts
Sources: Sublease (Upstream Bio, Inc.), Sublease (Upstream Bio, Inc.)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substancethe storage, materialuse, waste ------------------- generation, release, handling or item which is or becomes regulated by any federaldisposal (collectively, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks "Handling") of any such hazards or effects to be brought uponHazardous Materials (as defined below), kept or used in in, on, or about the Leased Premises or the Project Real Property by Tenant, its Tenant or any agents, employees, contractors, licensees, subtenants, customers, guests or inviteesinvitees of Tenant (collectively with Tenant, without the prior written consent of Landlord"Tenant Parties"), which consent Landlord except that Tenant shall not withhold so long as Tenant demonstrates be permitted to Landlord’s satisfaction, use in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored Premises in a normal and customary manner normal quantities of office supplies or products (such as copier fluids or cleaning supplies) customarily used in the conduct of general business office activities ("Common Office Chemicals"), provided that complies the Handling of such Common Office Chemicals shall comply at all times with all Environmental Legal Requirements, including Hazardous Materials Laws (as defined below). Upon ▇▇▇▇▇▇▇▇'s request from time to time, Tenant shall complyprovide to Landlord a complete written inventory of all Hazardous Materials which Tenant anticipates using or storing on, at its sole costor discharging from, the Premises along with copies of all reports, permits and business plans filed with any federal, state state, local or other governmental agency. Tenant shall update the inventory as frequently as required to reflect any material changes to the items required to be disclosed therein. Tenant shall be solely responsible for and local lawsshall indemnify, statutesdefend and hold Landlord and all other Indemnitees (as defined in Section 13.a. below), ordinancesharmless from and against all Claims (as defined in Section 13.a. below), codesarising out of or in connection with, regulations and orders or otherwise relating to (i) any Handling of Hazardous Materials by any Tenant Party or Tenant's breach of its obligations hereunder, or (ii) any removal, cleanup, or restoration work and materials necessary to return the receivingReal Property or any other property of whatever nature located on the Real Property to their condition existing prior to the Handling of Hazardous Materials in, handlingon or about the Premises by any Tenant Party. ▇▇▇▇▇▇'s foregoing indemnity shall not apply to the extent of Claims arising solely by reason of Hazardous Materials conditions existing upon the Premises or the Real Property as of the date of this Lease. Tenant shall promptly provide Landlord with copies of all notices received by it, useincluding, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any notice of violations, notice of responsibility or “asbestos containing materials” by demand for action from any federal, state or local lawsauthority or official in connection with the presence of Hazardous Materials in or about the Premises or any other portion of the Property. In the event of any release of Hazardous Materials upon the Premises or any other portion of the Property, and or upon adjacent lands, if caused by Tenant or any other Tenant Party, Tenant shall promptly remedy the problem in the regulations adopted in publications promulgated pursuant to said lawsaccordance with all applicable Legal Requirements. For purposes of this Lease, "Hazardous Materials" means any explosive, radioactive materials, hazardous wastes, or hazardous substances, including but not limited to without limitation asbestos containing materials, PCB's, CFC's, or substances defined as "hazardous substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [1980, as amended, 42 USCS §§ 9601 et seq.]U.S.C. Section 9601-9657; the Hazardous Materials Transportation Act of 1975, 49 U.S.C. Section 1801-1812; the Resource Conservation and Recovery Act of 1976 1976, 42 U.S.C. Section 6901-6987; or any other Legal Requirement regulating, relating to, or imposing liability or standards of conduct concerning any such materials or substances now or at any time hereafter in effect (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Actcollectively, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the "Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”"). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant Tenant's obligations under this Section 8.d. shall survive the expiration or other termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 2 contracts
Hazardous Materials. (aA) Landlord represents No Hazardous Materials, as defined herein, shall be Handled, as also defined herein, upon, about, above or beneath the Premises or any portion of the Building by or on behalf of Tenant, its subtenants or its assignees, or their respective contractors, clients, officers, directors, employees, agents, or invitees. Any such Hazardous Materials so Handled shall be known as Tenant’s Hazardous Materials. Notwithstanding the foregoing, normal quantities of Tenant’s Hazardous Materials customarily used in the conduct of general administrative and warrants to Tenant that to executive office activities (e.g., copier fluids and cleaning supplies) may be Handled at the Premises without Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are prior written consent. Tenant’s Hazardous Materials shall be Handled at all times in compliance with the manufacturer’s instructions therefore and all applicable Environmental Laws (Laws, as defined belowherein.
(B) governing and relating Notwithstanding the obligation of Tenant to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed indemnify Landlord pursuant to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyshall, at its sole costcost and expense, with promptly take all federalactions required by any Regulatory Authority, state and local lawsas defined herein, statutesor necessary for Landlord to make full economic use of the Premises or any portion of the Building, ordinanceswhich requirements or necessity arises from the Handling of Tenant’s Hazardous Materials upon, codesabout, regulations and orders relating to above or beneath the receivingPremises or any portion of the Building. Such actions shall include, handlingbut not be limited to, usethe investigation of the environmental condition of the Premises or any portion of the Building, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal the preparation of any flammablefeasibility studies or reports and the performance of any cleanup, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediationremedial, removal or restoration work work. Tenant shall take all actions necessary to restore the Premises or any portion of the Building to the condition existing prior to the introduction of Tenant’s Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws. Tenant shall nevertheless obtain Landlord’s written approval prior to undertaking any actions required by any federalthis Section, state which approval shall not be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or local governmental agency or political subdivision because of Toxic Materials present in short-term effect on the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or any portion of the Project. This indemnification by Tenant under this Section shall survive the termination of this LeaseBuilding.
(dC) If Tenant or its agentsagrees to execute affidavits, employeesrepresentations, contractors, licensees, customers or invitees or any other parties (except and the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established like from time to time during at Landlord’s request stating Tenant’s best knowledge and belief regarding the term presence of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Hazardous Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic MaterialsPremises.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substancethe storage, materialuse, waste generation, release, handling or item which is or becomes regulated by any federaldisposal (collectively, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks "Handling") of any such hazards or effects to be brought uponHazardous Materials (as defined below), kept or used in in, on, or about the Leased Premises or the Project Property by Tenant, its Tenant or any agents, employees, contractors, licensees, subtenants, customers, guests or inviteesinvitees of Tenant (collectively with Tenant, without the prior written consent of Landlord"Tenant Parties"), which consent Landlord except that Tenant shall not withhold so long as Tenant demonstrates be permitted to Landlord’s satisfaction, use in the exercise Premises (i) in a normal and customary manner normal quantities of Landlord’s sole and absolute discretion, that office supplies or products (such itemsas copier fluids or cleaning supplies) customarily used in the conduct of general business office activities ("Common Office Chemicals"), and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored (ii) in a manner reasonably required by Tenant's permitted use of the Premises the Hazardous Materials customarily used in a Group B Occupancy under the Uniform Building Code ("Excepted Hazardous Materials"); provided that complies the Handling of such Common Office Chemicals and Excepted Hazardous Materials shall comply at all times with all Environmental Legal Requirements, including Hazardous Materials Laws (as defined below). In addition, with Landlord's prior written approval, which approval shall not be unreasonably withheld, Tenant shall complybe permitted to use in the Premises such other Hazardous Materials as may be necessary in connection with the conduct of Tenant's permitted business upon the Premises, provided the Handling of such Hazardous Materials shall comply at its sole cost, all times with all Legal Requirements, including Hazardous Materials Laws. In no event shall Landlord's approval requested pursuant to the preceding sentence be deemed unreasonably withheld if Landlord shall (x) determine in good faith that Tenant's use of such Hazardous Materials would present an unreasonable threat of contamination of the Premises or any other portion of the Property, (y) determine in good faith that Tenant's use of such Hazardous Materials would violate the provisions of any other lease or any ground lease or underlying lease, or mortgage or deed of trust, affecting the Property or any portion thereof , or interfere with the use and occupancy of any other portion of the Building or the Property by any other tenant or permitted occupant thereof (except that in no event shall this clause (y) preclude Tenant from using Excepted Hazardous Materials), or (z) condition the effectiveness thereof upon Tenant's delivery to Landlord of evidence that Tenant has obtained all governmental permits and approvals necessary in connection with Tenant's Handling of such Hazardous Materials, together with copies of all such permits and approvals. Upon Landlord's request from time to time, Tenant shall provide to Landlord a complete written inventory of all Hazardous Materials which Tenant anticipates using or storing on, or discharging from , the Premises along with copies of all reports, permits and business plans filed with any federal, state state, local or other governmental agency. Tenant shall update the inventory as frequently as required to reflect any material changes to the items required to be disclosed therein. Tenant shall be solely responsible for and local lawsshall indemnify, statutesdefend and hold Landlord and all other Indemnitees (as defined in Section 13.a. below), ordinancesharmless from and against all Claims (as defined in Section 13.a. below), codesarising out of or in connection with, regulations and orders or otherwise relating to (i) any Handling of Hazardous Materials by any Tenant Party or Tenant's breach of its obligations hereunder, or (ii) any removal, cleanup, or restoration work and materials necessary to return the receivingProperty or any other property of whatever nature located on the Property to their condition existing prior to the Handling of Hazardous Materials in, handlingon or about the Premises by any Tenant Party. Tenant shall promptly provide Landlord with copies of all notices received by it, useincluding, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any notice of violations, notice of responsibility or “asbestos containing materials” by demand for action from any federal, state or local lawsauthority or official in connection with the presence of Hazardous Materials in or about the Premises or any other portion of the Property. In the event of any release of Hazardous Materials upon the Premises or any other portion of the Property, and or upon adjacent lands, if caused by Tenant or any other Tenant Party, Tenant shall promptly remedy the problem in the regulations adopted in publications promulgated pursuant to said lawsaccordance with all applicable Legal Requirements. For purposes of this Lease, "Hazardous Materials" means any explosive, radioactive materials, hazardous wastes, or hazardous substances, including but not limited to without limitation asbestos containing materials, PCB's, CFC's, or substances defined as "hazardous substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [1980, as amended, 42 USCS §§ 9601 et seq.]U.S.C. Section 9601-9657; the Hazardous Materials Transportation Act of 1975, 49 U.S.C. Section 1801-1812; the Resource Conservation and Recovery Act of 1976 (RCRA) [1976, 42 USCS §§ 6901 et seq.]U.S.C. Section 6901-6987; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties Legal Requirement regulating, relating to, or imposing liability or standards of conduct concerning any such materials or substances now or at any time hereafter in effect (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term collectively, "Hazardous Materials Laws"). The provisions of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant Section 8.d. shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before survive the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and Except as of the Commencement Date: (i) the Leased Premises are set forth in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution this Paragraph 19 or any other provision of this Lease, no Toxic Materials are present inTenant agrees that neither Tenant nor its agents, on employees, contractors or under the Leased Premises invitees shall handle, use, manufacture, store or the Project.
(b) Except for reasonable amounts dispose of commercially available office and manufacturing products usedany flammables, stored and disposed of in compliance with all applicable localexplosives, state and federal statutesradioactive materials, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, hazardous waste or item which is materials, toxic wastes or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environmentmaterials, or creates risks of any such hazards other similar substances, petroleum products or effects to be brought uponderivatives (collectively "Hazardous Materials") on, kept or used in under, or about the Leased Premises or the Project Airport without Landlord's prior written consent, which consent shall not be unreasonably withheld as long as Tenant demonstrates and documents to Landlord's reasonable satisfaction (i) that such Hazardous Materials (A) are necessary or useful to Tenant's business; and (B) will be used, kept, and stored in compliance with all laws relating to any Hazardous Materials so brought or used or kept in or about the Premises; and (ii) that Tenant will give all required notices concerning the presence in or on the Premises or the release of such Hazardous Materials from the Premises. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials, which products are of a type customarily found in offices and households (such as aerosol cans containing insecticides, toner for copies, paints, paint remover, and the like), provided that Tenant shall handle, store, use and dispose of any such Hazardous Materials in a safe and lawful manner and shall not allow such Hazardous Materials to contaminate the Premises environment.
(b) Anything to this contrary herein notwithstanding, it is understood and agreed that the permitted uses as set forth in Paragraph 9 hereof contemplate that products which may be Hazardous Materials but are normally and usually associated with the servicing and maintenance of jet aircraft (collectively, the "Permitted Products") will be stored, used and handled in, on or at the Premises, all as more fully identified in Exhibit B attached hereto and made a part hereof.
(c) Tenant further agrees that Tenant will not permit any substance to come into contact with groundwater under the Premises; it being agreed that any such substance which Tenant allows to come into contact with such groundwater shall, regardless of its inherent hazardous characteristics, will be considered a Hazardous Material for purposes of this Lease.
(d) Notwithstanding the provisions of Paragraph 19(a), Tenant may handle, store, and use at the Leased Premises the Permitted Products, whether or not the same are Hazardous Materials, identified on, and limited to the amounts and the uses described in, Exhibit B to this Lease. Tenant hereby covenants and agrees that it shall (i) at all times comply with applicable laws pertaining to Hazardous Material in the operation of its business, and specifically in the handling, storage, use and disposal of any Permitted Products or other Hazardous Materials, at or on the Leased Premises, (ii) secure and abide by all permits necessary for Tenant's operations at or on the Premises, its agentsand (ii) give or post all notices required by all applicable laws pertaining to Hazardous Materials. If Tenant shall at any time fail to comply with this Subparagraph 19(d), employeesTenant shall immediately notify Landlord in writing of such noncompliance.
(e) Tenant shall provide Landlord with copies of any Material Safety Data Sheets (as required by the Occupational Safety and Health Act) relating to any Hazardous Materials to be used, contractors, licensees, customerskept, or inviteesstored by Tenant at or on the Premises, at least thirty (30) days prior to Tenant's first use, placement, or storage of such Hazardous Material at or on the Premises. Landlord shall have ten (10) days following delivery of such Material Safety Data Sheets to approve or forbid, in its sole discretion but subject to the limitation contained in Paragraph 19(a) above, such use, placement, or storage of such Hazardous Material at or on the Premises.
(f) Except as permitted under this Lease, Tenant shall not store hazardous wastes on the Premises for more than ninety (90) days or in any manner that would potentially violate environmental laws. For the purposes of this Paragraph 19(f), the term "hazardous waste" shall have the meaning given to such term in the Resource Conservation and Recovery Act of 1976, as amended. Tenant shall not install any underground or above ground storage tanks on the Premises. Tenant shall not dispose of any Hazardous Material or solid waste on the Premises without Landlord's prior consent. In performing any Alterations of the Premises permitted by the Lease, Tenant shall not use or install any Hazardous Material in the Premises without the prior written consent of Landlord, .
(g) Any increase in the premiums paid by Landlord for necessary insurance on the Premises or the Airport which consent arises solely from Tenant's use and/or storage of Hazardous Materials (including the Permitted Products) shall be reimbursed to Landlord by Tenant; it being agreed that Tenant shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, be liable for any such increase which arises solely from the use and/or storage of Hazardous Materials in the exercise of Leased Premises by Landlord’s sole and absolute discretion, that such itemsany Co- Tenant or other permitted occupant, and that any such increase that arises from the quantities thereof, are necessary use and/or storage of Hazardous Materials or materially useful the Permitted Products by Tenant and all or the majority of the Co-Tenants shall be borne by Tenant and the Co-Tenants in proportion to Tenant’s business and will be used, kept and stored their proportionate interests in a manner that complies with all Environmental Laws (as defined below)Hangar . Tenant shall comply, procure and maintain at its sole cost, expense such additional insurance as may be necessary for Tenant to comply with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal any requirement of any flammableFederal, combustibleState or Local governmental agency with jurisdiction, explosiveincluding, infectiousbut not limited, corrosiveto, causticpollution liability insurance and on- and off-premises liability insurance, irritantand such insurance shall name Landlord as an additional insured.
(h) If Landlord, strong sensitizingin its sole discretion, carcinogenic believes that the Premises or radioactive materialsthe environment have become contaminated with Hazardous Materials as a result of Tenant's breach or violation of the provisions of this Lease, hazardous wasteand such Hazardous Materials must be removed under the laws of the state where the Premises are located, toxic substances or related materialsLandlord, in addition to its other rights under this Lease, may enter upon the Premises and obtain samples from the Premises, including without limitationlimitation the sole and groundwater under the Premises, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” for the purposes of analyzing the same to determine whether and to what extent the Premises or “asbestos containing materials” the environment have become so contaminated. Tenant shall reimburse Landlord for the costs of any inspection, sampling and analysis that discloses contamination caused by federalTenant and for which Tenant is liable under the terms of this Lease. Tenant may not perform any sampling, state testing, or local laws, and in the regulations adopted in publications promulgated pursuant drilling to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the locate any Hazardous Materials Transportation Act on the Premises without Landlord's prior written consent.
(HMTAi) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and Without limiting any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection provision of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingthis Paragraph 19, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local lawsreimburse, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnifydefend, protect, defend indemnify and hold Landlord harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuriescosts and expenses, causes including without limitation, loss of actionrental income, judgmentsloss due to business interruption, and expenses which arise during reasonable attorneys fees and costs, arising out of or after in any way connected with the Lease Term as a result of the receivinguse, handling, usemanufacture, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Hazardous Materials inby Tenant, upon its agents, employees or contractors on, under or about the Leased Premises or the ProjectPremises, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includesincluding, without limitation, the costs of any required or necessary investigation, repair, cleanup or detoxification and all costs incurred the preparation of any closure or other required plans in connection with any investigation herewith, compelled by governmental authority and arising from the use, manufacture, storage, or disposal of site conditions and any clean-upHazardous Materials by Tenant, remediationits agents, removal employees or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, contractors on, under or about the Leased Premises or during the ProjectTerm. This indemnification by The indemnity obligations of Tenant under this Section clause shall survive any termination of the Lease. At Landlord's option, Tenant shall perform any required or necessary investigation, repair, cleanup, or detoxification of the Leased Premises. In such case, Landlord shall have the right, in its sole discretion, to approve all plans, consultants, and cleanup standards. Tenant shall provide Landlord on a timely basis with (i) copies of all documents, reports, and communications with governmental authorities; and (ii) notice and an opportunity to attend all meetings with regulatory authorities. Tenant shall comply with all notice requirements of applicable laws, and Landlord and Tenant agree to cooperate with governmental authorities seeking access to the Premises for purposes of sampling or inspection. No disturbance of Tenant's use of the Leased Premises resulting from activities conducted pursuant to this Paragraph 19(i) shall constitute an actual or constructive eviction of Tenant from the Leased Premises. In the event that the performance of such cleanup extends beyond the termination of the Lease, Tenant's obligation to pay Rent will continue until such cleanup is completed and any certificate of clearance or similar document evidencing the completion of such cleanup has been delivered to Landlord.
(j) Notwithstanding anything set forth in this Lease, Tenant shall only be responsible for any contamination (and any resulting required cleanup) on the Leased Premises occurring on or after the date that Tenant takes possession of the Leased Premises. However, Tenant has been afforded sufficient access and opportunity to perform any necessary and desirable environmental due diligence prior to taking possession of the Leased Premises. Consequently, in any legal proceeding relating to environmental conditions upon, under or within the Leased Premises, Tenant shall have the burden of demonstrating by clear and convincing evidence that the presence of any Hazardous Material upon, under or within the Leased Premises, which Tenant used, processed or disposed of in its operations are solely attributable to other tenants, or that the release of such substances predated the effective date of this Lease.
(dk) If Tenant It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or its agentssublease if (i) the proposed assignee's or sublessee's anticipated use of the Leased Premises involves the generation, employeesstorage, contractorsuse, licenseestreatment or disposal of Hazardous Materials; (ii) the proposed assignee or sub-lessee has been required by any prior landlord, customers lender, or invitees governmental authority to take remedial action in connection with Hazardous Materials contaminating a property if the contamination resulted from such assignee's or any other parties sublessee's actions or use of the property in question; or (except iii) the Landlord Indemnitees) causes contamination proposed assignee or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time sublessee is subject to time during the term of this Lease an enforcement order issued by any governmental authority having jurisdiction over such contaminationin connection with the use, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such actiondisposal, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account or storage of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by lawa Hazardous Material.
(el) Tenant shall immediately provide Landlord be obligated to comply with telephonic noticeall applicable federal, which shall later be confirmed by written noticestate or local laws, of including any and all accumulationsreporting or filing requirements imposed thereunder, spillageconcerning the use, dischargemanufacture, release and storage or disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Hazardous Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employeesemployees and contractors and any permitted assignee of Tenant, contractorsat, licensees, customers, on or invitees.
under the Hangar Space and the Office Space (g) With regard to and any Toxic Materials in, on, under or about other portions of the Leased Premises or the Project Premises) (i) prior to at all times during the commencement of Term, whether or not this Lease or has been assigned by Tenant, and (ii) following the termination of this Lease, by lapse of time or otherwise, to the extent that have been spilledsuch continued compliance arises from the use, dischargedmanufacture, storage or disposed on the Leased Premises or the Project disposal of Hazardous Materials by LandlordTenant, its agents, employees and contractors and any permitted assignee of this Lease, at, on or contractorsunder the Hangar Space and the Office Space (and any other portions of the Leased Premises) during the Term. In the event that such compliance extends beyond the termination of the Lease, and (A) requires that Tenant remain in occupancy or possession of the Leased Premises under this Lease, or any Toxic Materials generated by (B) prohibits Landlord, by law or otherwise, from reletting the Hangar Space or the Office Space, Tenant's obligation to pay Rent will continue until the earlier of the date (1) Tenant obligations imposed by such laws are satisfied in full and any certificate of clearance or similar document evidencing Tenant's compliance has been delivered to Landlord, and (2) the date Landlord shall (i) bear all financial relets the Hangar Space and other responsibility for insuring the Office Space; it being agreed, however, that such Toxic Materials if Landlord relets a portion of the Hangar Space and/or the Office Space, the Rent payable by Tenant hereunder shall be used, kept and stored in a manner reduced proportionately based upon rentable square foot area of such portions which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materialsare relet.
Appears in 1 contract
Sources: Lease Agreement
Hazardous Materials. Landlord and Tenant agree as follows with respect to the existence or use of "Hazardous Material" in or on the Premises, the Building or the Complex.
(a) Landlord represents Tenant, at its sole cost and warrants expense, shall comply with the Emergency Planning and Community Right to Know Act (EPCRTKA) 42 U.S.C. § 11001-11050, and all other laws, statutes, ordinances, rules and regulations of any local, state or federal governmental authority having jurisdiction concerning environmental, health and safety matters (collectively, "Environmental Laws"), including, but not limited to, any discharge into the air, surface, water, sewers, soil or groundwater of any Hazardous Material (as defined in Article 29.11(c)), whether within or outside the Premises within the Complex. Tenant that shall comply with all terms, conditions and guidelines contained in the MWRA permit applicable to the Premises (which Tenant shall be obligated to obtain) and agrees to further acknowledge such agreement to so comply in writing upon request of Landlord’s actual knowledge and as of . Notwithstanding the Commencement Date: foregoing, nothing contained in this Lease requires, or shall be construed to require, Tenant to incur any liability related to or arising from environmental conditions (i) for which the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating Landlord is responsible pursuant to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution terms of this Lease, no Toxic Materials are present in, on or under (ii) which existed within the Leased Premises or the ProjectComplex prior to the date Tenant takes possession of the Premises.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Material to be brought upon, kept or used in or about the Leased Premises or otherwise in the Project Complex by Tenant, its agents, employees, contractors, licensees, customers, contractors or invitees, without the prior written consent of Landlord, except for Hazardous Materials which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, are typically used in the exercise operation of offices or laboratories, provided that such materials are stored, used and disposed of in strict compliance with all applicable Environmental Laws and with good scientific and medical practice. Within five (5) days of Landlord’s sole request, Tenant shall provide Landlord with a list of all Hazardous Materials, including quantities used and absolute discretionsuch other information as Landlord may reasonably request, used by Tenant in the Premises or otherwise in the Complex. Notwithstanding the foregoing, with respect to any of Tenant's Hazardous Material which Tenant does not properly handle, store or dispose of in compliance with all applicable Environmental Laws and good scientific and medical practice, Tenant shall, upon written notice from Landlord, no longer have the right to bring such material into the Premises, Building of which the Premises is a part or the Complex until Tenant has demonstrated, to Landlord's reasonable satisfaction, that Tenant has implemented programs to thereafter properly handle, store or dispose of such itemsmaterial.
(c) As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material or waste or petroleum derivative which is or becomes regulated by any Environmental Law, specifically including live organisms, viruses and fungi, medical waste, and the quantities thereofso-called “biohazard” materials. The term "Hazardous Material" includes, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances any material or substance which is (i) designated as a "hazardous substance" pursuant to Section 1311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (ii) defined as a “hazardous substances,waste” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said lawsSection 1004 of the Federal Resource Conservation and Recovery Act, including but not limited 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (iii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [Act, 42 USCS §§ U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), (iv) defined as "hazardous substance" or "oil" under Chapter 21E of the General Laws of Massachusetts, or (v) a so-called “biohazard” or medical waste, or is contaminated with blood or other bodily fluids; and "Environmental Laws" include, without limitation, the laws listed in the preceding clauses (i) through (iv).];
(d) Any increase in the Resource Conservation and Recovery Act premium for necessary insurance on the Premises or the Complex which arises from Tenant's use and/or storage of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the these Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments shall be solely at Tenant's expense. Tenant shall procure and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right maintain at its sole expense such additional insurance as may be necessary to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together comply with any amendments requirement of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Lawsgovernment agency with jurisdiction.
(ce) Tenant shall be solely responsible for hereby covenants and shall agrees to indemnify, protect, defend and hold Landlord harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costsjudgments, damages, penalties, fines, lossescosts, liabilitiesliabilities or losses (collectively "Losses") which Landlord may reasonably incur arising out of contamination of real estate, attorneys’ feesthe Complex or other property not a part of the Premises, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term contamination arises as a result of: (i) the presence of Hazardous Material in the receivingPremises, handlingthe presence of which is caused or permitted by Tenant, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, (ii) from a breach by Tenant or of its agents, employees, contractors, licensees, customers or inviteesobligations under this Article 29.11. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all reasonable costs incurred in connection with any investigation of site conditions and or any clean-upcleanup, remediationremedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials Hazardous Material present in the soil, subsoils, soil or ground water on or elsewhere in, on, under or about the Leased Premises or based upon the Projectcircumstances identified in the first sentence of this Article 29.11(e). This The indemnification by and hold harmless obligations of Tenant under this Section Article 29.11(e) shall survive the any termination of this Lease.
(d) If . Without limiting the foregoing, if the presence of any Hazardous Material in the Building or otherwise in the Complex caused or permitted by Tenant or its agentsresults in any contamination of the Premises, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action actions at its sole expense as are necessary to clean-up return the Premises to a condition which complies with all Environmental Laws; provided that Landlord's approval of such contamination in the manner required by law. If Tenant fails to take such actionactions shall first be obtained, Landlord may, but which approval shall not be obligated tounreasonably withheld so long as such actions, take such action. In such in Landlord's reasonable discretion, would not potentially have any materially adverse long- term or short-term effect on the Premises, and, in any event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, not withhold its approval of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefromproposed actions which are required by applicable Environmental Laws.
(f) On or before the expiration date that Tenant, and anyone claiming by, through or earlier termination of this Leaseunder Tenant, vacates the Premises, and immediately prior to the time that Tenant delivers the Premises to Landlord, Tenant shall take any and all action required shall:
(1) Cause the Premises to be taken under decommissioned in accordance with the Environmental Laws in order to surrender the Leased Premises, including such portions regulations of the Project which are subject U.S. Nuclear Regulatory Commission and/or the Massachusetts Department of Public Health for the control of radiation, cause the Premises to this Leasebe released for unrestricted use by the Radiation Control Program of the Massachusetts Department of Public Health for the control of radiation, and deliver to Landlord the report of a certified industrial hygienist stating that he or she has examined the Premises (including visual inspection, G▇▇▇▇▇ counter evaluation and airborne and surface monitoring) and found no evidence that such portion contains Hazardous Materials, as defined in a condition which would be completely free this Article 29.11, or is otherwise in violation of any and all Toxic Materials caused or permitted to be Environmental Law, as defined in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or inviteesthis Article 29.11 hereof.
(g2) With regard Provide to any Toxic Landlord a copy of its most current chemical waste removal manifest and a certification from Tenant executed by an officer of Tenant that no Hazardous Materials in, on, under or about other potentially dangerous or harmful chemicals brought onto the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materialsafter the date that Tenant first took occupancy of the Premises remain in the Premises.
Appears in 1 contract
Sources: Lease Agreement (Enumeral Biomedical Holdings, Inc.)
Hazardous Materials. As used in this Lease, the term "Environmental Law(s)" means any past, present or future federal, state or local Law relating to (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and the environment, human health or safety, including, without limitation, emissions, discharges, releases or threatened releases of Hazardous Materials (as of defined below) into the Commencement Date: environment (iincluding, without limitation, air, surface water, groundwater or land), or (b) the Leased Premises are manufacture, generation, refining, processing, distribution, use, sale, treatment, receipt, storage, disposal, transport, arranging for transport, or handling of Hazardous Materials. As used in this Lease, the term "Hazardous Material(s)" means and includes any hazardous or toxic materials, substances or wastes as now or hereafter designated or regulated under any Environmental Laws including, without limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls ("PCBs"), and freon and other chlorofluorocarbons. Except for ordinary and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials, any Hazardous Material disclosed in the Environmental Questionnaire, and motor vehicle fuel stored in fuel tanks of motor vehicles used on site in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as some or all of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulationswhich may constitute Hazardous Materials), Tenant shall agrees not to cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises Premises, the Building, the Common Areas or any other portion of the Project Property by Tenant, its agents, officers, directors, shareholders, members, managers, partners, employees, contractorssubtenants, assignees, licensees, customersor contractors or guests (collectively, or invitees"Tenant’s Parties"), without the prior written consent of Landlord, which consent Landlord shall not may withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Upon the expiration or earlier termination of this Lease, that such itemsTenant agrees to promptly remove from the Premises, the Building and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyProperty, at its sole costcost and expense, with any and all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsHazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, in, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the PropertyPremises, the Building and/or the Property or any portion thereof by Tenant or any of Tenant's Parties. To the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord's members, managers, shareholders, partners, officers, directors, managers, employees, representativesagents, directors successors and officers assigns (collectively hereinafter referred to as the “collectively, "Landlord Indemnitees”Parties") from and against any and all claims, costsdamages, judgments, suits, causes of action, losses, liabilities, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, expenses and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includescosts (including, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees and court costs) which arise or result from the presence of Hazardous Materials on, in, under or about the Premises, the Building or any other portion of the Property and which are caused or permitted by Tenant or any of Tenant's Parties. The provisions of this Article 10 will survive the expiration or earlier termination of this Lease. Tenant shall give Landlord written notice of any evidence of Mold, water leaks or water infiltration in the Premises promptly upon discovery of same. At its expense, Tenant shall investigate, clean up and remediate any Mold in the Premises caused by Tenant. Remediation required by applicable Environmental Law may be performed only after Tenant has Landlord's written approval of a plan for such remediation. All clean up and remediation shall be done in compliance with all applicable Laws and to the reasonable satisfaction of Landlord. As used in this Lease, "Mold" means mold, fungi, spores, microbial matter, mycotoxins and microbiological organic compounds. Landlord represents and warrants to Tenant that Landlord has no knowledge or reasonable cause to believe that any release of Hazardous Materials has come to be located at the Premises or the Building (and for the purposes of this paragraph, the Building shall be deemed to include the underlying soil and ground water) which requires any removal or restoration work remedial action under applicable environmental laws. In the event of (i) any breach of the foregoing representation and warranty, or (ii) the occurrence, release or threatened release of any Hazardous Materials on or about the Premises during the term hereof that is not caused by Tenant, Landlord at Landlord’s sole cost and expense shall (a) promptly remove, eliminate, remediate or encapsulate said Hazardous Materials and/or take such other action with respect thereto as is required by any federal, state or local governmental government agency having jurisdiction thereof, and (b) protect, indemnify, defend and hold Tenant harmless from and against any and all liability, loss, suits, claims, actions, costs and expense (including without limitation attorneys’ fees) arising out of or political subdivision because in connection with said Hazardous Materials. The provisions of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section paragraph shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Multi Tenant Lease (Nnn) (WaferGen Bio-Systems, Inc.)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and The term "Hazardous Substance", as used in this Lease shall mean pollutants, contaminants, toxic or hazardous wastes, or any other substances, the use, storage and/or the removal of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is required, restricted, prohibited or becomes regulated penalized by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local lawslaw, ordinance or other statute of a governmental or quasi- governmental authority relating to pollution or protection of the environment (collectively, "Environmental Laws"). Tenant hereby agrees that: (i) unless previously permitted and in the regulations adopted in publications promulgated pursuant to said lawsinsured, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection use of the environmentTenant Owned Improvements, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as no activity will be conducted on the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain Premises that will produce any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or Hazardous Substance; (ii) the Premises will not be used in any manner for the storage of any Hazardous Substances, except for the storage of such materials that have been spilled, discharged, or disposed on are used in the Leased Premises or the Project ordinary course of Tenant's business ("Permitted Materials") as approved in writing by Landlord, its agents, employees or contractors, or any Toxic Landlord and provided such Permitted Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and are properly stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain and location so as not to result in effect and comply with all conditions and requirements a violation of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take Tenant will not install any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materialsunderground tanks of any type; and (iv) indemnifyTenant will not allow any surface or subsurface conditions to exist or come into existence as a result of Tenant's actions or the conduct of ▇▇▇▇▇▇'s business on the Premises that constitute or with the passage of time may constitute a violation of any Environmental Laws. Landlord or Landlord's representative shall have the right, defend but not the obligation, to enter the Premises for the purposes of inspecting the storage, use and hold harmless disposal of any Permitted Materials to ensure compliance with all Environmental Laws. Should it be determined, in ▇▇▇▇▇▇▇▇'s sole opinion, that any Permitted Materials are being improperly stored, used, or disposed of, then Tenant from shall immediately take the appropriate corrective action within twenty-four (24) hours; and against should Tenant fail to do so, Landlord shall have the right, but not the obligation, to take the appropriate corrective action and require Tenant to promptly reimburse Landlord for any and all claims caused by such Toxic Materialscosts associated therewith. ▇▇▇▇▇▇ agrees to indemnify Landlord against and save and hold Landlord harmless from any and all claims, demands, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a result of ▇▇▇▇▇▇'s use of the Premises in any manner that constitutes a violation of any Environmental Laws. The obligations of Tenant pursuant to this Section, including the indemnification of Landlord, shall survive the termination or expiration of this Lease.
Appears in 1 contract
Sources: Building Lease
Hazardous Materials. Except for materials used in connection with Tenant's business conducted from the Premises, including ordinary and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as some or all of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (which may constitute "HAZARDOUS MATERIALS" as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations), Tenant shall agrees not to cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises Premises, the Building, the Common Areas or any other portion of the Project by Tenant, its agents, employees, contractorssubtenants, assignees, licensees, customerscontractors or invitees (collectively, or invitees"TENANT'S PARTIES"), without the prior written consent of Landlord, which consent Landlord shall not may withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Upon the expiration or earlier termination of this Lease, that such itemsTenant agrees to promptly remove from the Premises, the Building and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyProject, at its sole costcost and expense, with any and all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsHazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, in, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the PropertyPremises, the Building and/or the Project or any portion thereof by Tenant or any of Tenant's Parties. To the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord's partners, officers, directors, employees, representativesagents, directors successors and officers assigns (collectively hereinafter referred to as the “Landlord Indemnitees”collectively, "LANDLORD INDEMNIFIED PARTIES") from and against any and all claims, costsdamages, judgments, suits, causes of action, losses, liabilities, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, expenses and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includescosts (including, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediationremoval, removal remediation and restoration costs, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees and court costs, but specifically excluding special, indirect or restoration work required by any federalconsequential damages including but not limited to claims for loss of use, state anticipated profit or local governmental agency business opportunity, market-based stigma damages or political subdivision because business interruption, or mental or emotional distress or fear of Toxic injury or disease) which arise or result from the presence of Hazardous Materials present in the soilon, subsoils, ground water or elsewhere in, on, under or about the Leased Premises Premises, the Building or any other portion of the Project. This indemnification Project and which are caused or permitted by Tenant under this Section shall survive or any of Tenant's Parties. Tenant agrees to promptly notify Landlord of any release of Hazardous Materials in the termination Premises, the Building or any other portion of the Project which Tenant becomes aware of during the Term of this Lease.
(d) If , whether caused by Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except persons or entities. In the event of any release of Hazardous Materials caused or permitted by Tenant or any of Tenant's Parties, Landlord Indemnitees) causes contamination shall have the right, but not the obligation, to cause Tenant to immediately take all steps Landlord deems necessary or deterioration appropriate to remediate such release and prevent any similar future release to the satisfaction of water or soil resulting in a level of contamination greater than the maximum levels established from time to time Landlord and Landlord's mortgagee(s). At all times during the term Term of this Lease, Landlord will have the right, but not the obligation, to enter upon the Premises to inspect, investigate, sample and/or monitor the Premises to determine if Tenant is in compliance with the terms of this Lease by regarding Hazardous Materials. As used in this Lease, the term "HAZARDOUS MATERIALS" shall mean and include any governmental authority having jurisdiction over such contaminationhazardous or toxic materials, then Tenant shall promptly take substances or wastes as now or hereafter designated under any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord maystatute, but shall not be obligated toordinance, take such action. In such eventrule, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlordregulation, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, order or ruling of any agency of the State, the United States Government or any local governmental authority, including, without limitation, asbestos, petroleum, petroleum hydrocarbons and all accumulationspetroleum based products, spillageurea formaldehyde foam insulation, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Projectpolychlorinated biphenyls ("PCBs"), and any injuries or damages relating directly or indirectly therefrom.
(f) On or before freon and other chlorofluorocarbons. The provisions of this Section 6.4 will survive the expiration or earlier termination of this Lease. Landlord represents to Tenant that, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions Landlord's actual knowledge as of the Project which are subject date of Landlord's delivery of the Premises to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agentsthe Building does not, employeesexcept as may be disclosed in the April 28, contractors1996 Phase I Environmental Assessment Report No. 889-6E060 prepared by Professional Services Industries, licenseesInc., customers, or invitees.
(g) With regard contain Hazardous Materials in levels in excess of those permitted by Hazardous Materials laws existing as of the date of Landlord's delivery of the Premises to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Tenant. Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including, without limitation, sums paid in settlement of claims and for reasonable attorneys' fees, consultant fees and expert fees, (but specifically excluding special, indirect or consequential damages including but not limited to claims for loss of use, anticipated profit or business opportunity, market-based stigma damages or business interruption, or mental or emotional distress or fear of injury or disease) to the extent arising as a result of any Hazardous Materials (1) located in, on, under or about the Building and/or Project as of the commencement of Tenant's occupancy of the Premises, or (2) hereafter caused to be located in, on, under or about the Building and/or Project by such Toxic MaterialsLandlord and/or any of Landlord's employees, agents or representatives or other tenants of the Project. This indemnification of Tenant by Landlord includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work. The covenants of Landlord under this Section 6.5 shall survive the expiration of the Term or earlier termination of this Lease. Notwithstanding anything above to the contrary, the foregoing indemnity shall not extend to Hazardous Materials caused to be located in the Building and/or the Project by Tenant or any of Tenant's Parties.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents Contractor shall not, nor shall it permit or allow any Subcontractor or Sub-subcontractor to, bring any Hazardous Materials on the Site and warrants shall bear all responsibility and liability for such materials; provided, however, that Contractor may bring onto the Site such Hazardous Materials as are necessary to Tenant that perform the Work so long as the same is done in compliance with Applicable Law, Applicable Codes and Standards, and the requirements specified in Attachment J, and Contractor shall remain responsible and liable for all such Hazardous Materials. If Contractor or any Subcontractor or Sub-subcontractor encounters Pre-Existing Hazardous Materials at the Site, Contractor and its Subcontractors and Sub-subcontractors shall immediately stop Work in the affected area and notify Owner. Contractor and its Subcontractors and Sub- subcontractors shall not be required to Landlord’s actual knowledge and as of the Commencement Dateresume Work in connection with such Pre-Existing Hazardous Materials or in any area affected thereby until Owner has: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Dateobtained any required permits or other approvals related thereto; and (ii) except as disclosed delivered to Tenant in writing prior to Contractor a written notice (x) specifying that any affected area is or has been rendered suitable for the execution resumption of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of Work in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause Applicable Law or permit (y) specifying any substance, material, waste or item special conditions under which is or becomes regulated by such Work may be resumed in compliance with Applicable Law. To the extent that any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise such suspension adversely affects any part Contractor’s or its Subcontractors’ or Sub-subcontractors’ cost or time for performance of the environmentWork in accordance with the requirements of this Agreement, or creates risks of any such hazards or effects Contractor shall be entitled to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated an appropriate Change Order pursuant to said lawsSection 6.2A.8. If under such circumstances Contractor or any of its Subcontractors or Sub- subcontractors fail to stop Work and notify Owner, including but not limited Contractor shall be responsible and liable to the Comprehensive Environmental ResponseOwner in accordance with Section 17.1B for all damages, Compensation costs, losses and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only expenses to the extent that the occupational health or industrial hygiene lawsrelating to such failure, ordinances, or regulations relate subject to Hazardous Substances on, under, or about the Property, or the regulation or protection an aggregate cap of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use [***] U.S. Dollars (collectively referred to herein as the “Environmental Laws”). Such materials U.S.$[***]) and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
Owner hereby releases Contractor Indemnified Parties (c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions the Work, the Trains 1 and 2 Work, the Train 4 Work and the Train 5 Work), its Subcontractors or Sub-subcontractors (in connection with the Work) and any cleansubcontractors and sub-upsubcontractors of Contractor (in connection with the Trains 1 and 2 Work, remediationthe Train 4 Work and the Train 5 Work) from any such liability in excess thereof. For the avoidance of doubt, removal or restoration work required by any federalsuch liability of Contractor under this Agreement, state or local governmental agency or political subdivision because of Toxic Materials present the Trains 1 and 2 EPC Agreement, the Train 4 EPC Agreement and the Train 5 EPC Agreement shall not exceed [***] U.S. Dollars (U.S.$[***]) in the soiltotal cumulative aggregate under the Trains 1 and 2 EPC Agreement, subsoilsthe Train 4 EPC Agreement, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under Train 5 EPC Agreement and this Section Agreement and Owner’s release above shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect similarly apply to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by lawcumulative aggregate.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.” n.
Appears in 1 contract
Sources: Epc Agreement (NextDecade Corp)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) will not conduct any activity on the Leased Premises that will use or produce any Hazardous Materials, except for such activities that are both (1) part of the ordinary course of Tenant’s business activities and (2) conducted in accordance with all Environmental Laws; (ii) will not use the Premises in any manner for the storage of any Hazardous Materials except for storage of such materials that are both (1) used in the ordinary course of Tenant’s business and (2) properly stored in a manner and location satisfying all Environmental Laws; (iii) will not install any underground tanks of any type; and (iv) will not permit any Hazardous Materials to be brought onto the Premises, except in the ordinary course of Tenant’s business and in compliance with all Environmental Laws (as defined below) governing and relating to Laws. If any Hazardous Materials are brought or found on the Leased Premises as in effect and enforced as violation of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution above provisions of this LeaseSection, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant same shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project immediately removed by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such itemswith proper disposal, and the quantities thereof, are necessary or materially useful to Tenant’s business and will all required cleanup procedures shall be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated diligently undertaken pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the all Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by If at any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise time during or after the Lease Term the Premises are found to be so contaminated or subject to such conditions as a result of Tenant’s failure to comply with the foregoing provisions, Tenant shall defend and hold Landlord harmless from all claims, demands, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a result of the receivinguse of the Premises by a Tenant Party. Tenant will maintain on the Premises a list of all materials stored at the Premises for which a material safety data sheet (an “MSDS”) was issued by the producers or manufacturers thereof, handlingtogether with copies of the MSDS’s for such materials, useand shall deliver such list and MSDS copies to Landlord upon Landlord’s request therefor. Except for Hazardous Materials that existed in or on the Premises as of the Commencement Date, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal Tenant shall remove all Hazardous Materials from the Premises in a manner acceptable to Landlord before the earlier of Toxic Materials inthe date Tenant vacates the Premises and the date Tenant’s right to possess the Premises ends. Landlord may, upon or about reasonable notice to Tenant, enter the Leased Premises or and conduct environmental inspections and tests therein as it may require from time to time, provided that Landlord shall use reasonable efforts to minimize the Projectinterference with Tenant’s business. Such inspections and tests shall be conducted at Landlord’s expense, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification unless they reveal the presence of Hazardous Materials in violation of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation above provisions of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive or that Tenant has not complied with the termination requirements of this LeaseSection, in which case Tenant shall reimburse Landlord for the cost thereof within ten (10) days after Landlord’s request therefor.
(db) If Landlord represents to Tenant that Landlord has not received any written notice, demand, claim, citation, complaint, request for information or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord similar communication with respect to such clean-up activities shall be for the account existence of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Hazardous Materials at Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, ’s Property in violation of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
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Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws discharge any "Hazardous Material" (as defined below) governing upon or about the Property, nor permit Tenant's employees, agents, contractors and relating to the Leased Premises as in effect and enforced as other occupants of the Commencement Date; Premises to engage in such activities upon or about the Property. However, the foregoing provisions shall not prohibit the transportation to and from, and use, storage, maintenance and handling within, the Premises of substances customarily used in offices (iior such other business or activity expressly permitted to be undertaken in the Premises under Article 6), provided: (a) except such substances shall be used and maintained only in such quantities as disclosed to Tenant are reasonably necessary for such permitted use of the Premises, strictly in writing prior to accordance with applicable Law and the execution of this Leasemanufacturers' instructions therefor, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office such substances shall not be disposed of, released or discharged on the Property. and manufacturing products used, stored shall be transported to and disposed of from the Premises in compliance with all applicable localLaws, state and federal statutesas Landlord shall reasonably require, orders, ordinances, rules and regulations(c) if any applicable law or Landlord's trash removal contractor requires that any such substances be disposed of separately from ordinary trash, Tenant shall not cause or permit any substancemake arrangements at Tenant's expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Landlord), material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part and shall ensure that disposal occurs frequently enough to prevent unnecessary storage of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, substances in the exercise of Landlord’s sole and absolute discretion, that such itemsPremises, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over remaining such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities substances shall be for completely, properly and lawfully removed from the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the Property upon expiration or earlier termination of this Lease, . Tenant shall take promptly notify Landlord of: (i) any and all enforcement, cleanup or other regulatory action required taken or threatened by any governmental or regulatory authority with respect to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free presence of any and all Toxic Materials caused or permitted to be in or about Hazardous Material on the Leased Premises or the Project by Tenantmigration thereof from or to other property, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, any demands or disposed on the Leased Premises claims made or threatened by any party against Tenant or the Project by LandlordPremises relating to any loss or injury resulting from any Hazardous Material, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; release, discharge of nonroutine, improper or unlawful disposal or transportation of any Hazardous Material on or from the premises, and (iv) indemnify, defend and hold harmless any matters where Tenant from and against is required by Law to give a notice to any and all claims caused by such Toxic Materials.governmental or regulatory authority respecting any Hazardous Material on the Premises. Landlord shall have the
Appears in 1 contract
Hazardous Materials. Neither Tenant nor Tenant’s agents shall permit the introduction, placement, use, storage, manufacture, transportation, release or disposition (acollectively “Release”) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: any Hazardous Material(s) (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as on or about any portion of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent may be withheld in the sole and absolute discretion of Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, without any requirement of reasonableness in the exercise of that discretion. Notwithstanding the immediately preceding sentence to the contrary, Tenant may use de minimis quantities of the types of materials which are technically classified as Hazardous Materials but commonly used in domestic or office use to the extent not in an amount, which, either individually or cumulatively, would be a “reportable quantity” under any applicable Law. Tenant covenants that, at its sole cost and expense, Tenant will comply with all applicable Laws with respect to the Release by Tenant, its agents, employees, contractors or invitees of such permitted Hazardous Materials. Any Release beyond the scope allowed in this paragraph shall be subject to Landlord’s prior consent, which may be withheld in Landlord’s sole and absolute discretion, that such itemsand shall require an amendment to the Lease in the event Landlord does consent which shall set forth the materials, scope of use, indemnification and the quantities thereof, are necessary or materially useful to Tenantany other matter required by Landlord in Landlord’s business sole and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below)absolute discretion. Tenant shall complyindemnify, defend and hold Landlord and Landlord’s agents harmless from and against any and all claims, losses, damages, liabilities, or expenses arising in connection with the Release of Hazardous Materials by Tenant, any of Tenant’s Agents or any other person using the Premises with Tenant’s knowledge and consent or authorization. Tenant’s obligation to defend, hold harmless and indemnify pursuant to this Paragraph 6.4 shall survive Lease Termination as to events occurring prior to Lease Termination and prior to any holding over in the Premises, or applicable portion thereof, by Tenant, if applicable. The foregoing indemnity shall not apply to, and Tenant shall not be responsible for, the presence or Release of Hazardous Materials on, under, or about the Premises, Building or Common Area to the extent (i) not introduced onto the Premises, Building or Common Area by Tenant or any of its agents, employees, contractors, subcontractors, invitees, successors, representatives, guests, customers, suppliers, or affiliated companies, or (ii) caused by Landlord or Landlord’s employees, agents, contractors or invitees (the Hazardous Materials described in clauses (i) and (ii) are referred to as “Excluded Hazardous Materials”). Landlord shall be responsible for the clean up or remediation, at no cost to Tenant, of any Hazardous Materials caused to be present on, under of about the Project, or any portion thereof, by Landlord or any of its sole costagents, with all employees or contractors. As used in this Lease, the term “Hazardous Materials” means any chemical, substance, waste or material which has been or is hereafter determined by any federal, state and or local laws, statutes, ordinances, codes, regulations and orders relating governmental authority to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal be capable of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic posing risk of injury to health or radioactive materials, hazardous waste, toxic substances or related materialssafety, including without limitation, those substances defined as included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” or “asbestos containing materialssolid waste” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to under the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; 1980, the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act1976, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; and the Hazardous Materials Transportation Act, as amended, and in the regulations promulgated pursuant to said laws; those substances defined as “hazardous wastes” in section 25117 of the California Health & Safety Code, or as “hazardous substances” in section 25316 of the California Health & Safety Code, as amended, and in the regulations promulgated pursuant to said laws; those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or designated by the Environmental Protection Agency (or any successor agency) as hazardous substances (see, e.g., 40 CFR Part 302 and amendments thereto); such other substances, materials and wastes which are or become regulated or become classified as hazardous or toxic under any Laws, including without limitation the California Health & Safety Code, Division 20, and Title 26 of the California Code of Regulations; and any material, waste or substance which is (i) petroleum, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a “hazardous substance” pursuant to section 311 of the Clean Water Act (HMTA) [49 USCS §§ 1801 of 1977, 33 U.S.C. sections 1251 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §. (33 U.S.C. § 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; 1321) or listed pursuant to section 307 of the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §of 1977 (33 U.S.C. § 3OOf et seq.]1317), as amended; (v) flammable explosives; (vi) radioactive materials; or (vii) radon gas. Landlord shall have the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; right, upon reasonable advance written notice to Tenant (except such written notice shall not be required in the Surface Mining Control event of an emergency), to inspect, investigate, sample and/or monitor the Premises, the Building and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with Common Area, including any amendments of or regulations promulgated under the statutes cited above and any other federalsoil, statewater, groundwater, or local lawother sampling, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that reasonably necessary to determine whether Tenant is complying with the occupational health terms of this Lease with respect to Hazardous Materials. Unless (i) a previous inspection has disclosed a violation by Tenant of the covenants contained in this Paragraph 6.4, (ii) an inspection, investigation, sampling and/or monitoring is required by Landlord’s lender or industrial hygiene lawsa prospective lender or purchaser of the Project, ordinances(iii) an inspection, investigation, sampling and/or monitoring is required due to an emergency situation, (iv) an inspection if required by a governmental agency, or regulations relate to Hazardous Substances on(iv) Tenant is in default under this Lease beyond any applicable cure period, undersuch inspections, or about the Propertyinvestigations, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It sampling and/or monitoring shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Lawsperformed not more often than semi-annually. Without limiting the generality of the foregoingIn connection therewith, Tenant shall comply provide Landlord with requirements for reasonable access during reasonable hours to all portions of the inventory Premises and Common Area; provided, however, that Landlord shall avoid any unreasonable interference with the operation of Toxic Materials imposed by any state or local laws, including Tenant’s business on the Environmental Laws.
(c) Premises. Tenant shall be solely responsible for have the right to have an observer attend and shall indemnifymonitor all such inspections and investigations conducted by Landlord. In the event that any such inspection, protectinvestigation, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred sampling or monitoring discloses a violation of Tenant’s obligations with respect to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Hazardous Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under pursuant to this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event6.4, all costs incurred by Landlord with respect to in performing such clean-up activities inspections, investigation, sampling and/or monitoring shall be for the account of Tenant. Any amount so expended by Landlord shall be paid reimbursed by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or inviteesas Additional Rent within thirty (30) days after Landlord’s demand for payment.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. In addition to and without limiting the provisions of the Master Lease incorporated herein, the following provisions shall apply to this Sublease;
(a) Landlord represents Except for small amounts of Hazardous Materials that may be generated by Subtenant or its Agents in connection with Subtenant’s light manufacturing and research and development activities permitted hereunder (which, if applicable, shall be stored, used, generated and disposed of by Subtenant in compliance with the Master Lease and all laws applicable thereto), Subtenant warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: represents:
(i) It is not engaged in any action resulting in generating, transporting, storing, trading or disposing of Hazardous Materials in violation of Environmental Laws, and Subtenant agrees not to do so under this Sublease and will not knowingly permit others to engage in such a business at the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement DateSubleased Premises; and and
(ii) except as disclosed It will not knowingly permit any person to Tenant in writing prior to use the execution Subleased Premises for disposal of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the ProjectHazardous Materials.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit If any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticideare released, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of spilled or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed discharged by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant Subtenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere Agents in, on, under or about the Leased Subleased Premises during the Term in violation of Environmental Laws, Subtenant agrees, at Subtenant’s sole expense and without reimbursement from or charge to Sublandlord, to remove or remediate such Hazardous Materials, to the Project. This indemnification by Tenant extent required under this Section shall survive the termination and in compliance with applicable laws, statutes, ordinances, rules, orders, regulations and requirements of this Leaseall federal, state, city and local governments.
(dc) If Tenant or its agentsSubtenant agrees to indemnify, employeesdefend, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established protect and hold harmless Sublandlord from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary claims of liability asserted against Sublandlord by a third party, including without limitation any agency or instrumentality of the federal, state or local government, for bodily injury, including death, physical damage to clean-up such contamination in or loss of use of property or cleanup activities to the manner extent required by law. If Tenant fails applicable Law (remedial or removal), arising from any Hazardous Materials (collectively, “Hazardous Materials Claims”) to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials extent released in, on, under or about the Leased Premises Subleased Premises, the Building, and/or the Property by Subtenant or any of Subtenant’s Agents, after the Project (i) prior to Sublease Commencement Date through the commencement expiration or earlier termination of this Lease or (ii) that Sublease. As used in this Sublease, the term “Hazardous Materials” shall have been spilled, discharged, or disposed on the Leased Premises or same meaning as defined in the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic MaterialsMaster Lease.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents Tenant agrees that neither Tenant, nor any other Tenant Party, shall Handle any Hazardous Materials in the Tenant Space or any portion of the Building or the Property, provided that Tenant and warrants to any Tenant that to Landlord’s actual knowledge Party may use and store normal and reasonable quantities of Hazardous Materials in the Tenant Space as are customarily maintained by data center tenants and operators and as of may be reasonably necessary for Tenant and any Tenant Party to conduct normal operations in the Commencement Date: (i) Tenant Space, taking into account the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this LeasePermitted Use, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as such Hazardous Materials are properly, safely and lawfully stored and used by Tenant demonstrates and/or any Tenant Party. Additionally, Tenant agrees that neither Tenant, nor any other Tenant Party, shall use the Tenant Space in any manner which may directly or indirectly lead to Landlord’s satisfactionany non-compliance with any Environmental Law.
6.3.2.1 Notwithstanding anything to the contrary contained herein, in Landlord represents to Tenant, to the exercise best of Landlord’s sole and absolute discretion's Actual Knowledge, that such items, and the quantities thereof, there are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the no Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, the removal or the regulation or protection remediation of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals which is required pursuant to the Environmental by Applicable Laws. Without limiting In the generality event that Hazardous Materials are discovered in, on and/or under the Property during the Term of the foregoing, Tenant shall comply with requirements for the inventory this Lease in violation of Toxic Materials imposed by any state or local laws, including the Environmental Applicable Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic such Hazardous Materials in, upon or about the Leased Premises or the Project, were not introduced by Tenant or its agentsany Tenant Party, employeesLandlord will cause such Hazardous Materials to be remediated, contractorsencapsulated, licenseesor otherwise handled, customers or invitees. This indemnification of at Landlord's sole cost and expense, within the Landlord Indemnitees by Tenant includes, without limitation, any time frames and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work parameters required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this LeaseApplicable Laws.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents Except for ordinary and warrants to Tenant that to Landlord’s actual knowledge general office supplies, such as copier toner, liquid paper, glue, ink and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating common household cleaning materials and, to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant extent approved in writing prior to by Landlord (which shall not be unreasonably withheld), materials reasonably necessary for the execution conduct of this Lease, no Toxic Materials Tenant's business that are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office used and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulationslaws (some or all of which may constitute "Hazardous Materials" as defined in this Lease), Tenant shall agrees not to cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises or the Project by Tenant, its agents, employees, contractorssubtenants, assignees, licensees, customerscontractors or invitees (collectively, or invitees"TENANT'S PARTIES"), without the prior written consent of Landlord, which consent Landlord shall not may, except as otherwise expressly provided above (with respect to materials reasonably necessary for the conduct of Tenant's business that are used and stored in compliance with all applicable laws), withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Concurrently with the execution of this Lease, that such itemsTenant agrees to complete and deliver to Landlord an Environmental Questionnaire in the form of EXHIBIT "E" attached hereto. Upon the expiration or earlier termination of this Lease, and Tenant agrees to promptly remove from the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyPremises, at its sole costcost and expense, with any and all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsHazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, in, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, Premises by Tenant or any of Tenant's Parties. To the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord's partners, officers, directors, employees, representativesagents, directors successors and officers assigns (collectively hereinafter referred to as the “Landlord Indemnitees”collectively, "LANDLORD INDEMNIFIED PARTIES") from and against any and all claims, costsdamages, judgments, suits, causes of action, losses, liabilities, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, expenses and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includescosts (including, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediationremoval, removal remediation and restoration costs, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees and court costs) which arise or restoration work required by any federalresult from the presence of Hazardous Materials on, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises and which are caused or the Project. This indemnification permitted by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the of Tenant's Parties. Tenant agrees to promptly notify Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level any release of contamination greater than the maximum levels established from time to time Hazardous Materials which Tenant becomes aware of during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination Term of this Lease, whether caused by Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals persons or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.entities. In the
Appears in 1 contract
Sources: Single Tenant Industrial Lease (Alliance Pharmaceutical Corp)
Hazardous Materials. Neither Tenant nor Tenant's agents shall ------------------- permit the introduction, placement, use, storage, manufacture, transportation, release or disposition (acollectively "Release") Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: any Hazardous Material(s) (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as on or about any portion of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent may be withheld in the sole and absolute discretion of Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, without any requirement of reasonableness in the exercise of that discretion. Notwithstanding the immediately preceding sentence to the contrary, Tenant may use de minimis quantities of the types of materials which are technically classified as Hazardous Materials but commonly used in domestic or office use to the extent not in an amount, which, either individually or cumulatively, would be a "reportable quantity" under any applicable Law. Tenant covenants that, at its sole cost and expense, Tenant will comply with all applicable Laws with respect to the Release by Tenant, it agents, employees, contractors or invitees of such permitted Hazardous Materials. Any Release beyond the scope allowed in this paragraph shall be subject to Landlord’s 's prior consent, which may be withheld in Landlord's sole and absolute discretion, that such itemsand shall require an amendment to the Lease in the event Landlord does consent which shall set forth the materials, scope of use, indemnification and the quantities thereof, are necessary or materially useful to Tenant’s business any other matter required by Landlord in Landlord's sole and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below)absolute discretion. Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) Landlord's agents harmless from and against any and all claims, costslosses, penalties, fines, lossesdamages, liabilities, attorneys’ feesor expenses arising in connection with the Release of Hazardous Material in violation of Hazardous Materials Laws by Tenant, damagesTenant's agents or any other person using the Premises with Tenant's knowledge and consent or authorization (and such persons shall not be considered "third parties" for purposes of the following paragraph). Tenant's obligation to defend, injuries, causes of action, judgmentshold harmless and indemnify pursuant to this Paragraph 6.4 shall survive Lease Termination. The foregoing indemnity shall not apply to, and expenses which arise during Tenant shall not be responsible for, the presence of Hazardous Materials on, under, or after about the Lease Term as a result premises, Building or Common Area to the extent caused by any third parties or by Landlord or Landlord's employees, agents, contractors or invitees. Landlord represents to Tenant that, to the actual knowledge of the receiving▇▇▇▇▇ ▇▇▇▇▇▇▇▇, handlingwithout investigation or inquiry, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic there exists no Hazardous Materials in, upon on or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this LeaseBuilding or Land in violation applicable environmental laws, to Landlord in a condition which would be completely free of any and all Toxic Materials caused rules, regulations or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or inviteesordinances.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Net Lease Agreement (Navisite Inc)
Hazardous Materials. Landlord and Tenant agree as follows with respect to the existence or use of “Hazardous Material” in, on or about the Leased Premises, Building, and the Project:
(a) Landlord represents Tenant, at its sole cost and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance expense, shall comply with all laws, statutes, ordinances, rules and regulations of any local, state or federal governmental authority having jurisdiction concerning environmental, health and safety matters (collectively, “Environmental Laws Laws”), including, but not limited to, the use of animals or laboratory specimens, any discharge into the air, surface, water, sewers, soil or groundwater of any Hazardous Material (as defined below) governing and relating to ), whether within or outside the Leased Premises as or within the Building or Project. Notwithstanding the foregoing, nothing contained in effect and enforced as of this Lease requires, or shall be construed to require, Tenant to incur any liability related to or arising from environmental conditions (i) for which the Commencement Date; and (ii) except as disclosed to Tenant in writing prior Landlord is responsible pursuant to the execution terms of this Lease, no Toxic Materials are present in, on or under (ii) which existed within the Leased Premises Premises, the Building or Project prior to the Projectdate Tenant takes possession of, or enters, the Leased Premises, provided, however, that if any such environmental condition was exacerbated by Tenant (or Tenant’s contractors, subcontractors, agents, subtenants, assigns, etc.), the cost (and any delays resulting therefrom) of the liability therefor and any such removal or remediation shall be equitably borne by Landlord and Tenant based upon the degree to which Tenant’s (or such other Tenant parties’) actions have increased the cost of such removal or remediation. Tenant shall comply with all applicable Requirements (including applicable building code requirements and Landlord’s reasonable quantity limitations to provide for multiple tenant use and compliance applicable to the Building area and/or the so-called “control area” therein; provided, however, that Tenant shall (I) so long as Tenant continues to lease the entirety of the fifth (5th) floor, have the right to use one hundred percent (100%) of the available quantities with respect to the two (2) control areas on the fifth (5th) floor; (II) not have the right to use any of the available quantities of any control areas on the sixth (6th) floor; and (III) only be permitted to use its allocated proportionate share of permitted storage of Hazardous Materials in the chemical storage areas on the first (1st) floor of the Building. Tenant is required to adhere to and comply with the allowable quantities of Hazardous Materials that are allocated to them by the Landlord’s flammable matrix, from time to time. Landlord consents to Tenant’s use of the Hazardous Materials in the quantities listed in Exhibit H. In the event that Tenant requests Landlord’s consent to revise ▇▇ ▇▇▇▇▇y Exhibit H, Landlord shall respond within ten (10) Business Days after Tenant’s request for consent, which consent shall not be unreasonably withheld, conditioned or delayed.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Material to be brought upon, kept or used in or about the Leased Premises or otherwise in, on or at the Building or Project by Tenant, its agents, employees, contractors, licensees, customers, contractors or invitees, without the prior written consent of Landlord, except for Hazardous Materials which consent are permitted by this Agreement, and provided that all such permitted materials are stored, used and disposed of in strict compliance with all applicable Environmental Laws. Within ten (10) Business Days following Landlord’s written request, Tenant shall provide Landlord with any information requested by Landlord concerning the existence, use, generation or disposal of Hazardous Materials at the Leased Premises, including, but not limited to, the following information: (a) the name, address and telephone number of the person or entity employed by Tenant to dispose of its Hazardous Materials, including a copy of any contract with said person or entity, (b) all relevant information relating to such materials (e.g., a list of each type of Hazardous Materials used, stored, generated or disposed of by Tenant at the Leased Premises and a description of how Tenant disposes of said Hazardous Materials, a copy of its most current materials list and applicable quantities thereof, applicable material safety data sheets ( MSDS) and safety data sheets (SDS) and transportation and removal manifests), and (c) copies of any licenses or permits obtained by Tenant in order to use, generate or dispose of Hazardous Materials, including any MWRA permits and approvals. Tenant shall also as soon as practicable provide to Landlord (without demand by Landlord) a copy of any notice, registration, application, permit, or license given to or received from any governmental authority or private party, or persons entering or occupying the Leased Premises, concerning the presence, release, exposure or disposal of any Hazardous Materials in or about the Leased Premises, the Building, or the Project. Notwithstanding the foregoing, with respect to any of Tenant’s Hazardous Materials which Tenant does not withhold so long as properly handle, store or dispose of in compliance with all applicable Environmental Laws and good scientific and medical practice, Tenant demonstrates shall, upon written notice from Landlord, no longer have the right to bring such material into the Leased Premises, the Building of which the Leased Premises is a part or the Project until Tenant has demonstrated, to Landlord’s reasonable satisfaction, in that Tenant has implemented programs to thereafter properly handle, store or dispose of such material.
(c) As used herein, the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary term “Hazardous Material” means any hazardous or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materialstoxic substances, hazardous waste, toxic substances environmental, biological, chemical, radioactive substances, oil, petroleum products and any waste or related materialssubstance, including without limitationwhich because of its quantitative concentration, substances defined as chemical, biological, radioactive, flammable, explosive, infectious or other characteristics, constitutes or may reasonably be expected to constitute or contribute to a danger or hazard to public health, safety or welfare or to the environment, or that would trigger any employee or community “hazardous substances,right-to-know” “hazardous materials,” “toxic substances” or “asbestos containing materials” requirements adopted by any federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said lawsgoverning or regulatory body or which is or otherwise becomes regulated by any Environmental Law, including but not limited to the Comprehensive Environmental ResponseMassachusetts “Right to Know” Law, Compensation Chapter 111F of the General Laws of Massachusetts, specifically including live organisms, viruses and Liability Act fungi, Medical Waste (as defined below), and so-called “biohazard” materials. The term “Hazardous Material” includes, without limitation, any material or substance which is (i) designated as a “hazardous substance” pursuant to Section 1311 of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA33 U.S.C. Section 1317), (ii) [33 USCS §§ 1251 et seq.]; defined as a “hazardous waste” pursuant to Section 1004 of the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the InsecticideFederal Resource Conservation and Recovery Act, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ U.S.C. Section 6901 et seq.]; the Clean Air Act [. (42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federalU.S.C. Section 6903), state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.defined as a “hazardous substance”
Appears in 1 contract
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, comply with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state ------------------- or local laws, ordinances or regulations relating to industrial hygiene and in environmental conditions on, under or about the regulations adopted in publications promulgated pursuant to said lawsBuilding including, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soilto, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Lawsground water conditions. Without limiting the generality of the foregoing, Tenant shall comply with requirements for not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any "Hazardous Material" (as defined below) upon or about the inventory Building, nor permit Tenant's Employees or other occupants of Toxic Materials imposed by any state the Premises to engage in such activities upon or local lawsabout the Building. However, including the Environmental Laws.
(c) Tenant foregoing provisions shall be solely responsible for not prohibit the transportation to and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgmentsfrom, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulationmaintenance and handling within, transportation, generation, spillage, migration, discharge, release or disposal the Premises of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred substances customarily used in connection with normal office use provided: (a) such substances shall be used and maintained only in such quantities as are reasonably necessary for the permitted use of the Premises set forth in provision (r) of the Fundamental Lease Provisions, strictly in accordance with applicable laws and the manufacturers' instructions therefore, (b) such substances shall not be disposed of, released or discharged on the Building, and shall be transported to and from the Premises in compliance with all applicable laws, and as Landlord shall reasonably require, (c) if any investigation applicable law or Landlord's trash removal contractor requires that any such substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant's expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site conditions (subject to scheduling and any clean-upapproval by Landlord), remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because and shall ensure that disposal occurs frequently enough to prevent unnecessary storage of Toxic Materials present such substances in the soilPremises, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
and (d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over remaining such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities substances shall be for completely, properly and lawfully removed from the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the Building upon expiration or earlier termination of this Lease. Landlord shall have the right, Tenant shall take any and all action required at the following times, to be taken under enter the Environmental Laws Premises in order to surrender inspect same and to conduct any testing, monitoring or analysis reasonably required in connection therewith (collectively "Inspection"):
a. Once in any calendar year upon reasonable notice to Tenant;
b. At any time during the Leased PremisesTerm of this Lease if, including such portions of in Landlord's reasonable judgement, Tenant is violating the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement use restrictions of this Lease or is not in strict compliance with the regulations, rules or procedures of any applicable governmental entity with respect to the transport, use, storage, maintenance, generation, manufacturing, handling, disposal, release or discharge of Hazardous Materials at the Premises, in which case Landlord shall give notice to Tenant of the reason for the Inspection and Tenant shall provide Landlord with access to the Premises for such Inspection within five (ii5) days of any such notice; provided, however, that have been spilledin an emergency situation Tenant will provide Landlord with immediate access to the Premises. If Tenant is violating the use restrictions of this Lease or is not in strict compliance with the regulations, dischargedrules or procedures of the applicable governmental entity, then all reasonable costs and expenses reasonably incurred by Landlord in connection with any Inspection shall become due and payable by Tenant as additional rent, within ten (10) days of presentation by Landlord of an invoice therefor. If a dispute exists between Landlord and Tenant as to whether Landlord has sufficient reason to believe that Tenant may be violating the use restrictions of this Lease or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, may not be in compliance with any other provision of this Lease or any Toxic applicable governmental entity with respect to the transport, use, storage, maintenance, generation, manufacturing, handling, disposal, release or discharge of Hazardous Materials generated by Landlordat the Premises, Tenant will provide Landlord with access to the Premises for an Inspection in accordance with the provisions of the immediately preceding paragraph; provided, however, that if there is no such violation or strict non-compliance, Landlord shall (i) bear all financial be liable for the cost and other responsibility for insuring that expense incurred by Landlord in connection with such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic MaterialsInspection.
Appears in 1 contract
Sources: Office Lease (Shopping Com)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant Lessee shall not cause bring any materials onto the Property or permit allow under its authority any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects materials to be brought upononto the Property which are so-called "Hazardous Waste" or "Hazardous Materials" under federal or state environmental laws or which would subject Lessor or Lessee to liability for clean-up or other damages if such were spilled, released or disposed of (through storm sewers or otherwise) on the Property except for normal office chemicals such as copier toner kept in legal and proper containers. To the best of Lessor's knowledge, the Property does not currently contain any "Hazardous Waste" or used "Hazardous Materials" as described above. Lessee shall at all times and in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, respects comply with all federal, state and local laws, statutes, ordinances, codes, ordinances and regulations and orders ("Hazardous Materials Laws") relating to the receivingindustrial hygiene, handlingenvironmental protection or the use, useanalysis, generation, manufacture, storage, accumulationpresence, transportation, generation, spillage, migration, discharge, release and disposal or transportation of any flammableoil, combustibleflammable explosives, explosiveasbestos, infectiousurea formaldehyde, corrosivepolychlorinated biphenyls, causticradioactive materials or waste, irritantor other hazardous toxic, strong sensitizing, carcinogenic contaminated or radioactive polluting materials, hazardous waste, toxic substances or related materialswastes, including without limitation, substances defined as “limitation any "hazardous substances,” “" "hazardous wastes," "hazardous materials,” “" or "toxic substances” or “asbestos containing materials” by federal, state or local " under any such laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of ordinances or regulations promulgated under the statutes cited above and any other federal(collectively, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to "Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”Materials"). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It Lessee shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingat its own expense procure, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals required for Lessee's use of the Premises, including, without limitation, discharge of (appropriately treated) materials or authorizations required under waste into or through any Environmental sanitary sewer system serving the Premises. Except as discharged into the sanitary sewer in strict accordance and conformity with all applicable Hazardous Materials Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against Lessee shall cause any and all Hazardous Materials to be removed from the Premises and transported solely by duly licensed haulers to duly licensed facilities for final disposal of such Hazardous Materials and wastes. Lessee shall in all respects handle, treat, deal with and manage any and all Hazardous Materials in, on, under or about the Premises in complete conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding the management of such Hazardous Materials. All reporting obligations imposed by Hazardous Materials Laws are solely the responsibility of Lessee. Upon expiration or earlier termination of this Lease, Lessee shall cause all Hazardous Materials to be removed from the Premises and transported for use, storage or disposal in accordance with and in complete compliance with all applicable Hazardous Materials Laws. Lessee shall not take any remedial action in response to the presence of any Hazardous Materials in, on, about or under the Premises or in any Improvement situated on the Land, nor enter into any settlement agreement, consent decree or other compromise in respect to any claims caused relating to any Hazardous Materials in any way connected with the Premises or the Improvements on the Land without first notifying Lessor of Lessee's intention to do so and affording Lessor ample opportunity to appear, intervene or otherwise appropriately assert and protect Lessor's interest with respect thereto. In addition, at Lessor's request, Lessee shall remove all tanks or fixtures which contain or contained or are contaminated with Hazardous Materials. If Lessor has reason to believe that unauthorized Hazardous Materials may exist on or in respect to the Premises, or that Hazardous Materials may have been spilled or disposed of or treated or handled in violation of the provisions hereof, Lessor shall have the right to require Lessee to undertake and submit to Lessor an environmental audit from an environmental company reasonably acceptable to Lessor, which audit shall evidence Lessee's compliance with this provision. Lessor may, at its expense, commission an environmental audit of the Premises at any time after prior written notice to Lessee. Anything in this Article XXIV to the contrary notwithstanding, the provisions of this Article shall only apply to hazardous materials and waste brought onto the Office/Warehouse Complex by such Toxic MaterialsLessee, its agents, employees, contractors, licensees, and invitees.
Appears in 1 contract
Hazardous Materials. (aA) No Hazardous Materials, as defined herein, shall be Handled, as also defined herein, upon, about, above or beneath the Premises or any portion of the Building by or on behalf of Tenant, its subtenants or its assignees, or their respective contractors, clients, officers, managers, members, partners, directors, employees, agents, or invitees. Any such Hazardous Materials so Handled shall be known as Tenant’s Hazardous Materials. Notwithstanding the foregoing, normal quantities of Tenant’s Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be Handled at the Premises without Landlord’s prior written consent. Tenant’s Hazardous Materials shall be Handled at all times in compliance with the manufacturer’s instructions therefor and all applicable Environmental Laws, as defined herein.
(B) Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall, at its sole cost and expense, promptly take all actions required by any Regulatory Authority, as defined herein, which requirements or necessity arises from the Handling of Tenant’s Hazardous Materials upon, about, above or beneath the Premises or any portion of the Building. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises or any portion of the Building, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. Except as otherwise agreed to by Landlord based upon advise of its environmental consultants, Tenant shall take all actions necessary to restore the Premises or any portion of the Building to the condition existing prior to the introduction of Tenant’s Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws. Tenant shall nevertheless obtain Landlord’s written approval prior to undertaking any actions required by this Section 6.3(B), which approval shall not be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or short-term effect on the Premises or any portion of the Building.
(C) Tenant agrees to execute affidavits, representations, and the like from time to time at Landlord’s request describing the Hazardous Materials used at the Premises by Tenant.
(D) Landlord represents and warrants to Tenant its knowledge that to Landlord’s actual knowledge and as of the Commencement Date: (i) no Hazardous Materials is present on or about the Leased Premises are Building in compliance with all violation of Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as there is no action pending before any Regulatory Authority regarding the presence of Hazardous Materials in the Building.
(E) Landlord has disclosed to Tenant and Tenant has acknowledged that a small amount of non-friable encapsulated asbestos is located in writing prior the stairway leading to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Projectpenthouse and that such encapsulated asbestos will not be removed by Landlord.
(bF) Except In no event shall Tenant be liable for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause the removal or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks remediation of any Hazardous Materials or for any costs or expenses incurred by Landlord in connection with such hazards removal or effects remediation except to be brought upon, kept the extent the removal or used in or about remediation of such Hazardous Materials is the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent responsibility of Landlord, which consent Landlord shall not withhold so long Tenant pursuant to this Section 6.3. Except as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful expressly set forth herein with respect to Tenant’s business and will be usedobligations, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant Landlord shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating pay or cause others to pay for the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal removal or remediation of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and Hazardous Materials in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, Building or the regulation or protection Premises which are in violation of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Office Lease (Omniture, Inc.)
Hazardous Materials. (aExcept as otherwise set forth in Paragraph 1(b) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: Lease, Tenant agrees that Tenant, its agents and contractors shall not use, manufacture, store or dispose of any flammable explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances (collectively “Hazardous Materials”) on under or about the Premises, provided that Tenant may handle, store, use or dispose of products (i) containing small quantities or Hazardous Materials, which products are of a type customarily found in offices and households (such as aerosol cans containing insecticides, toner for copiers, paints, pain remover, and the Leased like), provided further that Tenant shall handle, store, use and dispose of any, such Hazardous Materials in a safe and lawful manner and shall not allow such Hazardous Materials to contaminate the Premises are in compliance with all Environmental Laws (as defined below) governing and relating to or the Leased Premises as in effect and enforced as of the Commencement Dateenvironment; and or (ii) except as disclosed necessary to Tenant conduct the Permitted Use of the Premises described in writing prior to Paragraph 1(b). If Landlord, in its sole discretion, believes that the execution Premises or the environment have become contaminated with Hazardous Materials, in breach of the provisions of this Lease, no Toxic Materials are present inLandlord, on or in addition to its other rights under this Lease, may enter upon the Premises and obtain samples from the Premises, including the soil and groundwater under the Leased Premises, for the purposes of analyzing the same to determine whether and to what extend the Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulationsenvironment have become so contaminated, Tenant shall not cause or permit any substancereimburse Landlord for the reasonable costs of such inspection, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole sampling and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Lawsanalysis. Without limiting the generality of the foregoingabove, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend indemnify and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuriescosts and expenses, causes including without limitation, reasonable attorneys fees and costs, arising out of actionor in any way connected with the use, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, usemanufacture, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Hazardous Materials inby Tenant, upon its agents or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, contractors on, under or about the Leased Premises including, without limitation, the cost of any required or necessary repair, cleanup or detoxification and the Projectpreparation of any closure or other required plans in connection herewith. This indemnification by The indemnity obligations of Tenant under this Section clause shall survive the any termination of this the Lease.
. ALL THAT CERTAIN tract of land located in Upper Macungie Township, Lehigh County, Pennsylvania known as Lot 3, as shown on and described in accordance with a Minor Subdivision Plan for Agere Systems, Inc., prepared by ▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., Tradetown, Pennsylvania, dated October 22, 2001, last revised February, 29, 2002 and recorded at Lehigh County Document ID No. 7025857, Document ID No. 7025858, Document ID No. 7025859, on August 28, 2002; and Document ID No. 7049645 on December 13, 2002, bounded and described as follows to with. BEGINNING at the intersection of the Northerly ultimate right of way line of S.R. 0222 (d100 foot right of way and the Easterly property line of lot 1 as shown on aforesaid Minor Subdivision Plan, thence along the lands of said Lot 1 the following seven coursed and distances: (1) If North 16 degrees 30 minutes 00 seconds East, 177.27 feet; (2) along a circular curve to the right, having a radius of 530.00 feet and a central angle of 28 degrees 10 minutes 08 seconds (chord bearing and distance of North 30 degrees 35 minutes 04 seconds East, 257.95 feet), the arc length of 260.57 feet; (3) North 44 degrees 40 minutes 08 seconds East, 55.66 feet; (4) along a circular curve to the right, having a radius of 418.06 feet and a central angle of 38 degrees 56 minutes 58 seconds (chord bearing and distance of North 25 degrees 51 minutes 23 seconds West 278.75 feet), the arc length of 284.20 feet; (5) North 06 degrees 22 minutes 55 seconds West 105.56 feet; (6) along a circular curve to the left, having a radius of 275.00 feet and a central angle of 87 degrees 16 minutes 23 seconds (chord bearing and distance of North 50 degrees 01 minute 06 seconds West, 379.55 feet); the arc length of 418.88 feet, (7) North 03 degrees 39 minutes 18 seconds West, 50.00 feet to the Southerly ultimate right of way line of ▇▇▇▇ ▇▇▇▇ Road the following sixteen courses and distances: (1) North 86 degrees 20 minutes 42 seconds East, 558.25 feet; (2) North 86 degrees 35 minutes 18 seconds East, 572.50 feet; (3) along a circular curve to the right, having a radius of 1,155.00 feet and a central angle of 06 degrees 51 minutes 26 seconds (chord bearing and distance of South 89 degrees 58 minutes 59 seconds East, 138.15 feet), the arc length of 138.23 feet; (4) South 86 degrees 33 minutes 16 seconds East, 348.58 feet; (5) along a circular curve to the left, having a radius of 830.00 feet and a central angle of 03 degrees 29 minutes 59 seconds (chord bearing and distance of South 88 degrees 18 minutes 16 seconds East 50.69 feet); the arc length of 50.70 feet; (6) North 89 degrees 56 minutes 44 seconds East, 206.85 feet; (7) along a circular curve to the right having a radius of 755.00 feet and a central angle of 24 degrees 08 minutes 38 seconds (chord bearing and distance of South 77 degrees 58 minutes 57 seconds East, 315.80 feet); the arc length of 318.15 feet; (8) South 65 degrees 54 minutes 39 seconds East, 682.47 feet; (9) along a circular curve to the left, having a radius of 1,280.00 feet and a central angle of 02 degrees 13 minutes 29 seconds (chord bearing and distance of South 67 degrees 01 minutes 24 seconds East, 49.70 feet), the arc length or 49.70 feet; (10) South 68 degrees 08 minutes 09 seconds East, 431.15 feet; (11) along a circular curve to the right, having a radius of 230.00 feet and a central angle of 34 degrees 33 minutes 46 seconds (chord bearing and distance of South 50 degrees 51 minutes 14 seconds East, 136.65 feet); the arc length of 138.74 feet, (12) along a circular curve to the left, having a radius of 318.34 feet and a central angle of 29 degrees 51 minutes 07 seconds (chord bearing and distance of South 48 degrees 29 minutes 53 seconds East, 163.99 feet), the arc length of 165.86 feet; (13) South 63 degrees 25 minutes 27 seconds East, 406.25 feet; (14) South 62 degrees 09 minutes 53 seconds East, 329.07 feet; (15) along a circular curve to the left, having a radius of 2,130.00 feet and a central angle of 03 degrees 43 minutes 28 seconds (chord bearing and distance of South 64 degrees 01 minute 37 seconds, East, 138.43 feet), the arc length or 138.46 feet; (16) South 65 degrees 53 minutes 21 seconds East, 191.84 feet to the Westerly property line of lands of ▇▇▇▇▇ ▇. ▇▇▇▇; thence along said lands of ▇▇▇▇▇ ▇. ▇▇▇▇ the following five courses and distances; (1) South 27 degrees 44 minutes 28 seconds West, 168.94 feet; (2) south 66 degrees 31 minutes 26 seconds East 70.70 feet; (3) South 24 degrees 57 minutes 00 seconds West, 89.86 feet; (4) South 71 degrees 56 minutes 50 seconds East, 92.88 feet; (5) North 70 degrees 46 minutes 14 seconds East, 173.55 feet to the Westerly property line of Lot 2 as shown on aforesaid Minor Subdivision Plan, thence along said property line of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ degrees 29 minutes 13 seconds West, 971.56 feet to the aforesaid Northerly ultimate right of way line of S.R. 0222 (100 foot right of way); thence along said Northerly ultimate right of way line of S.R. 0222, North 73 degrees 30 minutes 47 seconds West, 457.51 feet to the Easterly property line of the lands of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, thence along said lands of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ the following three courses and distances (1) North 16 degrees 29 minutes 04 seconds East, 150.01 feet; (2) North 73 degrees 29 minutes 16 seconds West, 193.10 feet; (3) South 03 degrees 12 minutes 45 seconds West, 134.01 feet to the aforesaid Northerly ultimate right of way line of S.R. 0222, thence along said right of way North 73 degrees 30 minutes 00 seconds West, 3,717.44 feet to the point of beginning. BEING Tax Parcel No. 545408213261-1. Tenant or accepts the Premises in As-is / where-is condition. Landlord shall have no responsibility to perform any tenant improvements. EstimatedTotal Cost TriQuintportion Anthemportion Comments Facility Manager — ▇▇▇▇▇ ▇▇▇▇▇▇ $ 110,000 $0 $ 110,000 ▇. ▇▇▇▇▇▇ to Anthem, terms to be agreed Property Insurance (ordinary hazard) $ 112,000 $0 $ 112,000 Property Taxes $ 706,908 $0 $ 706,908 Landscaping service/snow removal $ 50,000 $0 $ 50,000 Diesel fire pump service $ 3,000 $0 $ 3,000 Cost to maintain sprinkler pump Pest control $ 2,500 $0 $ 2,500 Elevator service $ 12,000 $0 $ 12,000 $ 996,408 $0 $ 996,408 Berkshire fire detection system $ 25,000 $ 16,675 $ 8,325 Fire extinguisher and hose rack service $ 7,000 $ 4,632 $ 2,331 Natural Gas $ 600,000 $ 500,000 $ 100,000 Public water supply-LCA $ 80,000 $ 80,000 $0 Sewer service — UMT $ 100,000 $ 100,000 $0 Electric-estimated (5) $ 1,200,000 $ 1,150,000 $ 50,000 Boiler inspection — dept. of labor $ 1,000 $ 1,000 $0 Chiller service $ 35,000 $ 35,000 $0 Boiler service $ 40,000 $ 40,000 $0 $ 2,088,000 $ 1,927,337 $ 160,658 Subtotal $ 3,084,408 $ 1,927,337 $ 1,157,064 Salaries/Contracts $ 300,000 $ 300,000 $0 Salaries-staff $ 200,000 $ 200,000 $0 Copiers $ 15,000 $ 15,000 $0 Janitorial services $ 75,000 $ 75,000 $0 Bulk Gases $ 425,000 $ 425,000 $0 Fuel oil $0 $0 $0 Recycling $ 3,000 $ 3,000 $0 Emergency generator service $ 3,000 $ 3,000 $0 UPS service- Liebert $ 8,000 $ 8,000 $0 Water treatment $ 15,000 $ 15,000 $0 GE - emergency switchgear service $ 10,000 $ 10,000 $0 Combustible gas monitor service $ 13,000 $ 13,000 $0 Wastewater sampling service $ 3,000 $ 3,000 $0 Chemical disposal service $ 10,000 $ 10,000 $0 DI water system $ 8,000 $ 8,000 $0 Motor generator UPS service $ 7,000 $ 7,000 $0 Scales air compressor part/service $ 15,000 $ 15,000 $0 Siemens BAS/security system $ 35,000 $ 35,000 $0 Vibration analysis on fans and pumps $ 7,000 $ 7,000 $0 Trash and paper recycling $ 10,000 $ 10,000 $0 Water softener salt $ 10,000 $ 10,000 $0 MDA monitor maint. $ 8,000 $ 8,000 $0 Misc. parts end repairs $ 50,000 $ 50,000 $0 Security systems $ 5,000 $ 5,000 $0 EH&S $ 25,000 $ 25,000 $0 $ 1,260,000 $ 1,260,000 $0 THIS GUARANTY OF LEASE is attached to and is hereby made a part of that certain Lease Agreement dated 2005 (the “Lease”), between CyOptics, Inc. (“Tenant”) and TriQuint Optoelectronics, Inc., whose interest as lessor is being assigned to (“Landlord”) by an assignment dated of even date herewith (the “Assignment”). FOR VALUE RECEIVED and in consideration of and as an inducement to Landlord entering into the Assignment, the undersigned guarantor, TriQuint Semiconductor, Inc. (“Guarantor”), unconditionally and continuously guarantees to Landlord, its agentssuccessors and assigns, employeesthe full and timely payment by Tenant of all Annual Base Rent due and owing under the Lease from and after the date hereof dining the Initial Term, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination as those capitalized terms are defined in the manner required Lease, or until the Lease is assigned or the Premises are sublet by lawTenant. If Tenant fails to take such action, Landlord may, but This Guaranty and the obligations of Guarantor hereunder shall not be obligated to, take such action. In such event, all costs incurred terminated or impaired by reason of the granting by Landlord with respect of any indulgences to such clean-up activities shall be for Tenant or the account assertion by Landlord against Tenant of any of Landlord’s rights or remedies under the Lease, or by the relief of Tenant from any of Tenant’s obligations under the Lease by operation of law or otherwise, whether or not Guarantor has received notice of same. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by LandlordGuarantor waives all suretyship defenses, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, notice of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project breach by Tenant, its agentsand right to a jury trial Landlord’s delay or failure to insist upon the strict performance or observance of any obligation of Tenant under the Lease or to exercise any right or remedy available under the Lease or at law or in equity, employeesshall not be construed to be a waiver of Landlord’s prerogative to insist upon such strict performance or observance or to exercise any such right or remedy. Receipt by Landlord of rent or other payment with knowledge of a breach of any term or condition of the Lease shall not be construed to be a waiver of such breach. The liability of Guarantor hereunder shall not be affected or limited by: the release or discharge of Tenant in any creditors’ receivership, contractorsbankruptcy or other proceedings; the impairment, licensees, customerslimitation or modification of the liability of the Tenant or the estate of the Tenant in bankruptcy, or invitees.
(g) With regard to of any Toxic Materials inremedy for the enforcement of Tenant’s said liability under the Lease, on, under resulting from the operation of any present or about future provision of the Leased Premises federal bankruptcy laws or other statutes or from the decision in any court the rejection or disaffirmance of the Lease in any such proceedings; any disability or other defense of Tenant; or the Project (i) prior to cessation from any cause whatsoever, of the commencement liability of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic MaterialsTenant.
Appears in 1 contract
Hazardous Materials. Subtenant and Subtenant's agents, employees, contractors, assignees and subtenants may not use, place, store or transport (acollectively, "Use") Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: Hazardous Material(s) (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as on or about any portion of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or Excluded Area or any other part of the Project.
Land (bor in connection with the use or operation of the Subtenant Improvements) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance unless Subtenant complies with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated Laws with respect to the Use by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by TenantSubtenant, its agents, employees, contractors, licenseesassignees or subtenants of such Hazardous Materials. Nothing herein shall be construed to allow Subtenant to release or dispose of (collectively, customers, "Release") Hazardous Materials in or invitees, without about any portion of the Premises or Excluded Area unless such Release is in compliance with applicable Laws. Any Use of the Hazardous Materials beyond the scope allowed in this Paragraph and any Release of Hazardous Materials shall be subject to Sublandlord's and Lessor's prior written consent of Landlordconsent, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, may be withheld in the exercise of Landlord’s Sublandlord's or Lessor's sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating require an amendment to the receivingSublease in the event Sublandlord and Lessor do consent which shall set forth the materials, handling, scope of use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above indemnification and any other federal, state, or local law, statute, ordinance, or regulation now matter required by Sublandlord and Lessor in effect or later enacted that pertains to occupational health or industrial hygiene, Sublandlord's and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”)Lessor's sole and absolute discretion. Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and Subtenant shall indemnify, protect, defend and hold Sublandlord and Sublandlord's agents harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costslosses, penalties, fines, lossesdamages, liabilities, attorneys’ feesor expenses arising in connection with the Use or Release of Hazardous Materials on or following the Commencement Date of this Sublease in violation of Law by Subtenant, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its Subtenant's agents, employees, contractors, licensees, customers assignees or invitees. This indemnification of subtenants using the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the ProjectExcluded Area. This indemnification by Tenant under Subtenant's obligation to defend, hold harmless and indemnify pursuant to this Section Paragraph 7 shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this LeaseSublease. The foregoing indemnity shall not apply to, Tenant and Subtenant shall take any and all action required to not be taken under responsible hereunder for, the Environmental Laws in order to surrender the Leased Premisespresence of Hazardous Materials on, including such portions of the Project which are subject to this Leaseunder, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or Excluded Area to the Project extent caused by TenantSublandlord, its agents, employees, contractors, licenseesassignees or subtenants (other than Subtenant); provided that Sublandlord hereby acknowledges and agrees that the foregoing indemnity is intended to supplement that certain Indemnity Agreement between Subtenant and Sublandlord in the form of Exhibit C to the Purchase Agreement (the "Indemnity Agreement"), customersand to the extent the foregoing indemnity contradicts Subtenant's obligations under the Indemnity Agreement, the Indemnity Agreement shall prevail. The parties hereto agree and acknowledge that all of Subtenant's indemnity obligations set forth in this Sublease are supplemental to Subtenant's indemnity obligations set forth in the Indemnity Agreement. Sublandlord shall have the right, upon reasonable advance notice to Subtenant, to inspect, investigate, sample and/or monitor the Premises and Excluded Area, including any soil, water, groundwater, or invitees.
(g) With regard other sampling, to any Toxic Materials inthe extent reasonably necessary to determine whether Subtenant is complying with the terms of this Sublease with respect to Hazardous Materials. In connection therewith, onSubtenant shall provide Sublandlord with reasonable access to all portions Notwithstanding anything to the contrary contained in this Sublease, under or about the Leased Premises or the Project Sublandlord and Subtenant acknowledges that (i) the Environmental Protection Agency is currently overseeing cleanup measures that are being conducted at the Land and at surrounding parcels of real property, (ii) the Land is part of a regional Superfund site known as the Middlefield-Elli▇-▇▇▇▇▇▇▇ (▇▇W) site, (iii) Raytheon, a former owner of the Land, is under a Consent Decree that provides that Raytheon will perform groundwater and soil remediation for the property it occupied and operated within the MEW area, (iv) in 1987, a soil-bentonite, subsurface, slurry wall was installed by Raytheon around the perimeter of the Land enclosing the soil and water bearing zones as part of the remedial measures conducted by Raytheon, (v) a groundwater extraction and treatment system was installed in 1987 on the Land and, as a long term remedial measure, groundwater is extracted from several well▇ ▇▇▇ated both within the boundaries of the Land and from adjacent property, (vi) a soil vapor extraction system (covering approximately a surface area of four acres and going to a depth of approximately 15 to 18 feet) was installed by Raytheon in 1996 to remediate the contaminated soils in the Land and Raytheon has petitioned and obtained approval from the Environmental Protection Agency for closure for part of the soil vapor remedial system, and (vii) the groundwater and soil treatment facilities referred to above are maintained by Raytheon and Raytheon has provided an indemnification to Subtenant to protect it from clean up or other liability related to contamination existing prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on date Subtenant acquired title to the Leased Premises or Land and the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materialsimprovements then located thereon.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Veritas Software Corp /De/)
Hazardous Materials. Neither Tenant nor Tenant's agents shall permit the introduction, placement, use, storage, manufacture, transportation, release or disposition (acollectively "Release") Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: any Hazardous Material(s) (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as on or about any portion of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, Common Area without the prior written consent of Landlord, which consent may be withheld in the sole and absolute discretion of Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, without any requirement of reasonableness in the exercise of that discretion. Notwithstanding the immediately preceding sentence to the contrary, Tenant may use de minimis quantities of the types of materials which are technically classified as Hazardous Materials but commonly used in domestic or office use to the extent not in an amount, which, either individually or cumulatively, would be a "reportable quantity" under any applicable Law. Furthermore, Tenant may use those hazardous materials attached in Exhibit G which are necessary in Tenant's business operations in accordance with all legal and governmental regulations and guidelines. Tenant covenants that, at its sole cost and expense, Tenant will comply with all applicable Laws with respect to the Release by Tenant, its agents, employees, contractors or invitees of such permitted Hazardous Materials. Any Release beyond the scope allowed in this paragraph shall be subject to Landlord’s 's prior consent, which may be withheld in Landlord's sole and absolute discretion, that such itemsand shall require an amendment to the Lease in the event Landlord does consent which shall set forth the materials, scope of use, indemnification and the quantities thereof, are necessary or materially useful to Tenant’s business any other matter required by Landlord in Landlord's sole and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below)absolute discretion. Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) Landlord's agents harmless from and against any and all claims, costslosses, penalties, fines, lossesdamages, liabilities, attorneys’ feesor expenses arising in connection with the Release of Hazardous Materials in violation of Hazardous Materials Laws by Tenant, damagesTenant's agents or any other person using the Premises with Tenant's knowledge and consent or authorization. Tenant's obligation to defend, injuries, causes of action, judgmentshold harmless and indemnify pursuant to this Paragraph 6.4 shall survive Lease Termination. The foregoing indemnity shall not apply to, and expenses which arise during Tenant shall not be responsible for, the presence of Hazardous Materials on, under, or after about the Lease Term as a result Premises or Common Area to the extent caused by any third parties or by Landlord or Landlord's employees, agents, contractors or invitees. Notwithstanding anything to the contrary contained in this Lease, Landlord hereby represents and warrants to Tenant that, to the best of Landlord's knowledge, (i) the receiving, Premises and the Common Area are in compliance with all laws regarding Hazardous Materials ("Hazardous Materials Laws"); (ii) no asbestos-containing materials exist in or on the Premises or the Common Area; and (iii) any handling, use, storage, accumulation, transportation, generationstorage or use of Hazardous Materials that occurred in the Premises or the Common Area prior to the Commencement Date is now in compliance with all Hazardous Materials Laws. Landlord further represents and warrants that, spillageto the best of Landlord's knowledge, migrationno litigation has been brought or threatened, dischargenor any settlements reached with any governmental or private party, release concerning the actual or disposal alleged presence of Toxic Hazardous Materials in, upon on or about the Leased Premises or the ProjectCommon Area, by Tenant nor has Landlord received any notice of any violation, or its agentsalleged violation, employeesof any Hazardous Materials Laws, contractors, licensees, customers pending claims or invitees. This indemnification pending investigations with respect to the presence of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Hazardous Materials present in the soil, subsoils, ground water or elsewhere in, on, under on or about the Leased Premises or the ProjectCommon Area. This indemnification by Tenant under Landlord's representations and warranties set forth in this Section paragraph shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Net Lease Agreement (Laserscope)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of Throughout the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulationsLease Term, Tenant shall not cause knowingly cause, permit or permit allow any substancechemical substances, materialasbestos or asbestos-containing materials, waste or item which is or becomes regulated by any federalformaldehyde, statepolychlorinated biphenyls, regional or local governmental authority because it is in any way hazardous, and toxic, carcinogenic, mutagenic radioactive, dangerous or otherwise adversely affects hazardous material, substance, waste, contaminant, or pollutant regulated now or hereafter by any part governmental entity or agency (collectively, "Hazardous Materials") to be placed, stored, dumped, dispensed, released, discharged, used, sold, transported, or located on or within any portion of the environmentPremises, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises Building or the Project Land by Tenantitself or its servants, its agents, employees, contractors, subcontractors, licensees, customersassignees or subtenants; provided, however, minor quantities of Hazardous Materials may be used or inviteesstored in the Premises for cleaning purposes only or in connection with the use of office equipment and the normal operation of Tenant's office only, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, quantities and the quantities thereof, use thereof are necessary permitted by or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below)are exempt from applicable governmental regulation. Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating agrees to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal give Landlord prompt written notice of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migrationdiscovery, discharge, release or disposal threatened discharge or threatened release of Toxic any Hazardous Materials in, upon on or about the Leased Premises, the Building or the Land. Tenant agrees to promptly clean up any Hazardous Materials which are placed in the Premises or on the Project, Land by Tenant or its servants, agents, employees, contractors, subcontractors, licensees, customers assignees or inviteessubtenants and to remediate and remove any such contamination relating to the Premises, the Building and/or the Land, as appropriate, at Tenant's cost and expense, in compliance with all applicable laws, ordinances, rules and regulations then in effect and to Landlord's satisfaction, at no cost or expense to Landlord. This indemnification of the Additionally, Tenant hereby agrees to indemnify and hold harmless Landlord Indemnitees by Tenant includesand Landlord's partners, without limitationofficers, directors, members, affiliates, employees and agents from and against all loss, cost, damage, liability and expense (including attorneys' fees and expenses) arising from or relating to any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Hazardous Materials present (other than those permitted above) which are placed in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification Building or on the Land by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its servants, agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractorssubcontractors, licensees, customers, assignees or inviteessubtenants.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents Sublandlord hereby represents, warrants and warrants to Tenant agrees that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are Sublandlord has disclosed in compliance with all Environmental Laws writing to Subtenant any release, or disposal of any Hazardous Material (as defined below) governing and relating known to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere Sublandlord in, on, under or about the Leased Premises or the Project. This indemnification by Tenant Building (or on or under this Section shall survive adjacent land), (ii) all operations or use of the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees Building or any other parties portion thereof (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but that Sublandlord shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be responsible for the account operations or use of Tenant. Any amount so expended by Landlord Subtenant) shall at all times during the Term be paid by Tenant promptly after demand by Landlord, in full compliance with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Laws then governing Hazardous Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(fiii) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard as to any Toxic Materials Hazardous Material in violation of Laws discovered in, on, under or about the Leased Premises Building during the term caused by Sublandlord (not released by Subtenant or the Project (i) prior any agent thereof), required to be remediated under applicable Laws or otherwise posing an unreasonable risk to the commencement health or safety of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, Subtenant's employees or contractorscustomers, or any Toxic Materials generated by Landlord, Landlord Sublandlord shall at its sole expense (iA) bear all financial promptly commence and other responsibility for insuring that such Toxic Materials shall be used, kept and stored diligently prosecute to completion remediation thereof in a manner which strictly complies compliance with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (ivB) indemnify, defend and hold Subtenant harmless Tenant from all Claims and against Damages asserted by any governmental agency or by adjacent and successor landowners or other lessees arising therefrom.
(b) Subtenant shall (i) comply with all claims caused Laws applicable to any Hazardous Materials stored, used, handled or brought onto the Building by such Toxic MaterialsSubtenant or any contractor, employee or agent thereof, (ii) promptly commence and diligently prosecute to completion remediation in compliance with all Laws (and shall indemnify, defend, and hold Sublandlord harmless from all Claims and Damages related to) any Hazardous Materials released into the environment in, under or about the Building by Subtenant or any contractor, agent or employee thereof required to be remediated under applicable Laws or otherwise posing an unreasonable risk to the health or safety of individuals in or about the Building.
Appears in 1 contract
Hazardous Materials. In the event any investigation or monitoring of site conditions or any cleanup, containment, restoration, removal or other remedial work ("Remedial Work") is required (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all any applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local lawslaw or regulation, and (b) by any judicial or administrative order, (c) in order to comply with any agreements affecting the regulations adopted Property, (d) to maintain the Property in publications promulgated pursuant to said laws, including but not limited to a standard of environmental condition which prevents the Comprehensive Environmental Response, Compensation and Liability Act release of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the any Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; to adjacent property and otherwise is consistent with the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; prudent LENDERSHIP of property of the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage character of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(ce) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receivingexistence of Hazardous Materials on the Property, handlingor resulting from any activities on the Property which directly or indirectly result in the Property becoming contaminated with Hazardous Materials, useBorrower shall perform or cause to be performed such Remedial Work but only to the extent such Remedial Work is necessitated by the act or omission of Borrower, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licenseessubcontractors or agents; provided that Borrower may withhold commencement of such Remedial Work pending resolution of any good faith contest regarding the application, customers interpretation or inviteesvalidity of any law, regulation, order or agreement, subject to the requirements set forth below. This indemnification All Remedial Work which Borrower may be obligated to undertake pursuant to the foregoing provisions shall be conducted (i) in a diligent and timely fashion by a licensed environmental engineer, (ii) pursuant to a detailed written plan for the Remedial Work approved by any Governmental Agency with a legal or contractual right to such approval, (iii) with such insurance coverage pertaining to liabilities arising out of the Landlord Indemnitees Remedial Work as is then customarily maintained with respect to such activities and (iv) only following receipt of all required permits, licenses or approvals. In addition, Borrower shall submit to the Lender promptly upon receipt or preparation, copies of any and all reports, studies, analysis, correspondence, GOVES or approvals, proposed removal or other Remedial Work contracts and similar information prepared or received by Tenant includesBorrower in connection with any required Remedial Work or Hazardous Materials relating to the Property. All costs and expenses of such Remedial Work which Borrower may be obligated to undertake pursuant to the foregoing provisions shall be paid by Borrower, including, without limitation, the charges of the Remedial Work contractors and the consulting environmental engineer, any taxes or penalties assessed in connection with the Remedial Work and all the Lender's reasonable fees and costs incurred in connection with any investigation monitoring or reviewing such Remedial Work. If it is determined that such Remedial Work is necessitated by an act or omission of site conditions and any clean-upBorrower, remediationor its contractor, removal subcontractors or restoration work required by any federalagents, state or local governmental agency or political subdivision because of Toxic Materials present in thereby obligating Borrower to undertake the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under Remedial Work pursuant to this Section shall survive the termination of this Lease.
(d) If Tenant 4.24. and Borrower should fail to commence or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting cause to be commenced such Remedial Work in a level of contamination greater than timely fashion, or fail diligently to prosecute to completion such Remedial Work the maximum levels established from time Lender (following ten (10) days written notice to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord Borrower) may, but shall not be obligated torequired to cause such Remedial Work to be performed. All such costs shall be due and payable by Borrower ten (10) days after the Lender's demand therefor. Notwithstanding any provision of this Agreement to the contrary, take Borrower may contest by appropriate action any Remedial Work requirement imposed by any Governmental Agency, and the Lender shall have no right to perform such actionrequired Remedial Work on Borrower's behalf during the pendency of such contest, provided that (a) if no Event of Default has occurred and is continuing (b) Borrower has given the Lender written notice that Borrower is contesting or shall contest, and Borrower does in fact contest the application, interpretation or validity of the law, regulation, order or agreement pertaining to the Remedial Work by appropriate legal or administrative proceedings conducted in good faith and with due spatch, (c) such contest shall not subject the Lender, any of the Lender's directors, trustees, beneficiaries, officers, shareholders, employees and agents, or any assignee of all or any portion of the Lender's interest in the Property to civil or criminal liability and does not jeopardize any such parties' right, title, or interest in the Property, and (d) Borrower shall give such security or assurances as may be reasonably required by the Lender to insure ultimate compliance with all legal or contractual requirements pertaining to the Remedial Work (and payment of all costs, expenses, interest and penalties in connection therewith) and to prevent any sale forfeiture or loss by reason of nonpayment or noncompliance. In such event, all costs incurred by Landlord Borrower agrees to immediately notify Lender if Borrower becomes aware of any Hazardous Materials or other environmental problem or liability with respect to such clean-up activities shall be for the account Property, or any adjacent property, or any lien, action or notice relating to Hazardous Materials and served on Borrower or imposed against the Property, as the case may be, by any Governmental Agency. To the extent of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by LandlordBorrower's obligations as set forth above, with interest at Borrower agrees to protect, defend, indemnify and hold Lender harmless from and against all claims, demands, damages, losses, liens, liabilities, penalties, fines, lawsuits and other proceedings (including all foreseeable and unforeseeable consequential damages) and all costs and expenses (including, without limitation, the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, cost of any required cleanup of such Hazardous Materials and all accumulations, spillage, discharge, release attorneys' fees and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating expenses incurred by Lender in connection therewith) arising directly or indirectly therefrom.
from or out of, or in any way connected with (fa) On the inaccuracy of the representations set forth in Article VII; (b) any activities on the Property which directly or before indirectly results in the expiration Property or earlier termination any other property becoming contaminated with Hazardous Materials; (c) the discovery of Hazardous Materials on the Property; and (d) the cleanup of Hazardous Materials from the PROACKNOWLEDGES that it will be responsible for all costs and expenses relating to the cleanup of Hazardous Materials from the Property or from any other properties which become contaminated with Hazardous Material as a result of any act or omission of Borrower or its contractors, subcontractors or agents resulting in contamination of the Property. Borrower's obligations under this Lease, Tenant Section 4.24 shall take any and all action required to be taken under survive the Environmental Laws in order to surrender the Leased Premises, including such portions completion of the Project which are subject to as contemplated by this Lease, to Landlord in Agreement for a condition which would be completely free period of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or inviteestwenty-four (24) months.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Land Acquisition and Development Loan Agreement (Transeastern Properties Inc)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and The term "Hazardous Substances", as used in this Lease shall mean pollutants, contaminants, toxic or hazardous wastes, or any other substances, the removal of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises which is required or the Project.
(b) Except for reasonable amounts use of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is restricted, prohibited or becomes regulated penalized by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlordan "Environmental Law", which consent Landlord term shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of mean any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant ordinance relating to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation pollution or protection of the environment. Tenant hereby agrees that (i) no activity will be conducted on the Premises that will produce any Hazardous Substance, including ambient airexcept for such activities (the "Permitted Activities") provided said Permitted Activities are conducted in accordance with all Environmental Laws and have been approved in advance in writing by Landlord; (ii) the Premises will not be used in any manner for the storage of any Hazardous Substances except for the temporary storage of such materials that are used in the ordinary course of Tenant's business (the "Permitted Materials") provided such Permitted Materials are properly stored in a manner and location meeting all Environmental laws and approved in advance in writing by Landlord; (iii) no portion of the Premises will be used as a landfill or a dump; (iv) Tenant will not install any underground tanks of any type; (v) Tenant will not allow any surface or subsurface conditions to exist to come into existence that constitute or, soilwith the passage of time, soil vapormay constitute a public or private nuisance; (vi) Tenant will not permit any Hazardous Substances to be brought onto the premises except for the Permitted Materials and if so brought or found located thereon, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It same shall be the sole obligation of Tenant to obtain any permits immediately removed, with proper disposal, and approvals all required cleanup procedures shall be diligently undertaken pursuant to the all Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnifydefend, protect, defend indemnify and hold Landlord, its agents and employees harmless Landlord from and against all claims, costs and liabilities, including attorneys' fees and costs, arising out of or in connection with Tenant's breach of its agentsobligations contained in this Section 7.2. Tenant shall be solely responsible for and shall defend, employeesindemnify and hold Landlord, representatives, directors its agents and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) employees harmless from and against any and all claims, costs and liabilities, including attorneys' fees and costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes arising out of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions the removal, cleanup and restoration work and materials necessary to return the Premises, the Building, the Land and any clean-upother property, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because to their condition existing prior to the appearance of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the ProjectTenant's Hazardous Substances. This indemnification by Tenant Tenant's obligations under this Section 7.2 shall survive the expiration or other termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. Landlord represents and warrants that, to the best of Landlord’s knowledge, other than the existing and ongoing remediation described on Exhibit H and disclosed to Tenant (ai) there does not exist (and will not exist as of the date of Substantial Completion) any leak, spill, release, discharge, emissions or disposal of Hazardous Materials on the Lot (including the Building to be located thereon), and (ii) the Building and interior Premises do not (and will not as of the date of Substantial Completion) contain any Hazardous Materials (including vapor intrusion into such Building in excess of the Efficacy Confirmation Standards as identified in Exhibit W), except as may be contained in customary cleaning supplies or in such other supplies (e.g. paint) that are necessary for Landlord to perform its obligations hereunder. In the event that any such leak, spill, release, discharge, emission, vapor intrusion or disposal of Hazardous Materials shall occur on or in the Premises, the Lot or (apart from de minimis amounts of such materials used for cleaning and maintenance purposes or in connection with the operation of loading docks) the Park not caused by the actions of Tenant or its officers, employees, agents, contractors or licensees, Landlord shall take any and all actions necessary to remove from the Premises, the Park and/or the Building (excluding all portions thereof leased or leasable to tenants) or remediate or mitigate all Hazardous Materials in compliance with applicable Hazardous Waste Laws and other governmental requirements relating thereto. Landlord agrees to notify Tenant immediately upon discovery of any Hazardous Materials on the Lot, Building or in the Park. In connection therewith, attached as Exhibit H are references to two (2) purchase and sale agreements from Landlord’s (and/or its affiliate(s’)) purchase of the Lot (specifically the Phase I Lot, the Phase II Lot and the Phase III Lot) from Tyco (or its predecessor M/A-Com) (together with its successors and/or assigns, “Tyco”), which such agreements contain an indemnity from Tyco (benefitting Tenant directly or benefitting Landlord (in which event if not direct, then Landlord hereby agrees to attempt to enforce such indemnity on Tenant’s behalf, as applicable to the extent allowed by such indemnity) associated with the ongoing clean-up and remediation occurring on the Lot. Further, Landlord agrees to purchase, at its sole cost and expense, and keep in force during the Term, subject to availability of policy extension (including any extensions hereunder) an environmental insurance policy naming Tenant as a Named Insured in substantially the form previously provided by Landlord to Tenant (the “Environmental Insurance Policy”). Landlord shall, at its sole cost and expense, perform or cause to be performed (i) the subsurface sampling and environmental assessment work as set forth and described in Exhibit W as part of the construction of the Phase I Building (“Subsurface Investigation”), (ii) any and all Response Actions required under the MCP or other applicable Hazardous Waste Laws as the result of the detection of any Hazardous Materials in connection with the Subsurface Investigation or during construction activities (the “Remedial Work”) and shall complete such Remedial Work in compliance with the MCP or other applicable Legal Requirements, and (iii) the installation of a vapor mitigation system in the Phase I Building in compliance with the MCP and other applicable Legal Requirements (including any guidance, rules or regulations issued or promulgated by the Massachusetts Department of Environmental Protection (“DEP”)) all in consultation with and to the reasonable satisfaction of Tenant prior to occupancy of the applicable portion of the Premises by Tenant. To the extent that DEP issues a Release Tracking Number for any Hazardous Materials detected during the Subsurface Investigation or construction, Landlord shall make all commercially reasonable efforts to achieve or cause to be achieved a Response Action Outcome (as those terms are defined in the MCP). To the extent the recording of a notice of activity and use limitation (“AUL”) is necessary as a result of the performance of any of the actions described in this paragraph or otherwise, such AUL must expressly permit the Intended Use as well as any accessory uses relating to same including, without limitation, a health club facility. Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of Tyco has approved the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, final Release Abatement Measure Plan Phase I Construction at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments , ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, RTN 3-0264, prepared for Burlington Crossing Realty Trust (“Phase I RAM Plan”). Landlord shall, as part of the construction of Phase II and Phase III, perform or regulations promulgated under the statutes cited above and cause to be performed any other federalenvironmental assessment, statemitigative, response and/or remedial measures/work to the Phase II Lot and Phase III Lot in compliance with a scope of work and release abatement plan approved by Tyco and Tenant, which approval shall not in Tenant’s case be unreasonably withheld, conditioned or delayed, the Tyco Agreements and applicable Legal Requirements prior to and during occupancy of the Phase II and Phase III Premises by Tenant. To the extent any of such work, or local law, statute, ordinance, any proposed additional environmental assessment or regulation now in effect activities conducted by Landlord on any Lot or later enacted that pertains to occupational health the Park identifies an additional or industrial hygiene, and only to the extent that the occupational health previously unknown release or industrial hygiene laws, ordinances, or regulations relate to threatened release of Hazardous Substances onMaterials at, under, from or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting Lot or any one of them, Landlord shall, at Landlord’s sole cost and expense, conduct (or cause to be conducted) all response actions required under applicable Legal Requirements to assess, contain, ▇▇▇▇▇, mitigate and/or remediate the generality of the foregoingidentified condition, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnifydo so in compliance with applicable Legal Requirements, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includesincluding, without limitation, CERCLA, M.G.L. c.21E, and the Massachusetts Contingency Plan, 310 CMR 40.0000. Tenant shall bear no liability and/or right of contribution to Landlord for any and all costs incurred in connection with existing, or previously unknown release(s) or threatened release(s) of Hazardous Materials. Landlord shall obtain for Tenant from any investigation environmental consultant performing any Hazardous Materials assessment or report on behalf of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant Landlord or its agents, employees, contractors, licensees, customers mortgagees the right of Tenant to rely upon any such assessment or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused report issued by such Toxic Materialsconsultant.
Appears in 1 contract
Sources: Lease Agreement (Green Mountain Coffee Roasters Inc)
Hazardous Materials. (a) Landlord Grantor represents and warrants that, to Tenant that to Landlord’s actual knowledge the best of Grantor's knowledge, after due inquiry and as of the Commencement Date: investigation, (i) there are no Hazardous Materials (hereinafter defined) on the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) Premises, except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of those in compliance with all applicable localfederal, state and federal statutes, orderslocal laws, ordinances, rules and regulations, Tenant and (ii) no owner or occupant nor any prior owner or occupant of the Premises has received any notice or advice from any governmental agency or any source whatsoever with respect to Hazardous Materials on, from or affecting the Premises. Grantor covenants that the Premises shall not cause be kept free of Hazardous Materials, and neither Grantor nor any occupant of the Premises shall use, transport, store, dispose of or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardousmanner deal with Hazardous Materials on the Premises, toxicexcept to the extent that such use, carcinogenictransport, mutagenic storage or otherwise adversely affects any part of disposal shall be necessary and proper for the environment, or creates risks of any such hazards or effects Grantor to use the Premises and carry out the activities which Grantor has represented to Beneficiary are to be brought uponcarried out on the Premises in agreements executed concurrently with this Deed of Trust, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, provided that such itemsuse, and transport, storage, disposal or handling of Hazardous Materials on the quantities thereof, are necessary or materially useful to Tenant’s business and will Premises shall be used, kept and stored in a manner that complies compliance with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all applicable federal, state and local laws, statutes, ordinances, codesrules and regulations. Grantor shall not, regulations and orders relating without prior notice to Beneficiary, engage in any use or activity on the Premises which results in initial use or increased uses, as the case may be, of Hazardous Materials on the Property which were not disclosed to the receivingBeneficiary or described in agreements executed concurrently with this Deed of Trust. Grantor shall comply with, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal ensure compliance by all occupants of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by the Premises with all applicable federal, state or and local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, rules and regulations, and shall keep the Premises free and clear of liens imposed pursuant to such laws, ordinances, rules or regulations relate regulations. In the event that Grantor receives any notice or advice from any governmental agency or any source whatsoever with respect to Hazardous Substances Materials on, underfrom or affecting the Premises, or about Grantor shall immediately notify Beneficiary. Grantor shall promptly conduct and complete all investigations, studies, sampling and testing, and all remedial actions necessary to clean up and remove all Hazardous Materials from the PropertyPremises in accordance with all applicable federal, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials state and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including ordinances, rules and regulations. Grantor further covenants that it will promptly notify Beneficiary of any discharge or release of Hazardous Materials on, from or affecting the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnifyPremises or of any change in the nature or extent of any Hazardous Materials, protectsubstances or wastes maintained on, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as in or under the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgmentsPremises or used in connection therewith, and expenses which arise during will transmit to Beneficiary copies of any citations, orders, notices or after other communication received with respect to any other Hazardous Materials, substances, wastes or other environmentally regulated substances affecting the Lease Term Premises. The term "Hazardous Materials" as a result used in this Deed of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includesTrust shall include, without limitation, gasoline, petroleum products, explosives, radioactive materials, polychlorinated biphenyls or related or similar materials, asbestos or asbestos containing materials or any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal other substance or restoration work required material defined as a hazardous or toxic substance or material by any federal, state or local governmental agency law, ordinance, rule or political subdivision because regulation. Grantor's violation of Toxic Materials present in the soilany covenant, subsoils, ground water representation or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under warranty within this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in be a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Projectdefault hereunder, and any injuries or damages relating directly or indirectly therefromBeneficiary may pursue all rights and remedies to which it is entitled as set forth in this Deed of Trust.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (Waste Recovery Inc)
Hazardous Materials. Tenant
(a) will not conduct any activity on the Premises that will use or produce any Hazardous Materials, except for such activities that are both (i) part of the ordinary course of Tenant’s business activities and (ii) conducted in accordance with all Environmental Laws; (b) will not use the Premises in any manner for the storage of any Hazardous Materials except for storage of such materials that are both (i) used in the ordinary course of Tenant’s business and (ii) properly stored in a manner and location satisfying all Environmental Laws; (c) will not install any underground tanks of any type; and (d) will not permit any Hazardous Materials to be brought onto the Premises, except in the ordinary course of Tenant’s business and in compliance with all Environmental Laws. If any Hazardous Materials are brought or found on the Premises in violation of the above provisions of this Section, the same shall be immediately removed by Tenant, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. If at any time during or after the Lease Term the Premises are found to be so contaminated or subject to such conditions as a result of Tenant’s failure to comply with the foregoing provisions, Tenant shall defend, indemnify and hold Landlord represents harmless from all claims, demands, actions, liabilities, costs, expenses, damages and warrants obligations of any nature arising from or as a result of the use of the Premises by a Tenant Party. Tenant will maintain on the Premises a list of all materials stored at the Premises for which a material safety data sheet (an “MSDS”) was issued by the producers or manufacturers thereof, together with copies of the MSDS’s for such materials, and shall deliver such list and MSDS copies to Tenant that to Landlord upon Landlord’s actual knowledge and request therefor. Except for Hazardous Materials that existed in or on the Premises as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of remove all Hazardous Materials from the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner acceptable to Landlord before the earlier of the date Tenant vacates the Premises and the date Tenant’s right to possess the Premises ends. Landlord may enter the Premises and conduct environmental inspections and tests therein as it may require from time to time, provided that complies Landlord shall use reasonable efforts to minimize the interference with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments ’s business. Such inspections and tests shall be conducted at Landlord’s expense, unless they reveal the presence of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now Hazardous Materials in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection violation of the environmentabove provisions of this Section or that Tenant has not complied with the requirements of this Section, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, in which case Tenant shall comply with requirements reimburse Landlord for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Lawscost thereof within 10 days after Landlord’s request therefor.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. Except for ordinary and general office supplies typically used in the ordinary course of business within office buildings, such as copier toner, liquid paper, glue, ink and common household cleaning materials (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as some or all of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (which may constitute "Hazardous Materials" as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations), Tenant shall agrees not to cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises Premises, the Building, the Common Areas or any other portion of the Project Development by Tenant, its agents, employees, contractorssubtenants, licenseesassignees, customerslicenses, contractors or inviteesinvitees (collectively, "Tenants Parties"), without the prior written consent of Landlord, which consent Landlord shall not may withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Upon the expiration or earlier termination of this Lease, that such itemsTenant agrees to promptly remove from the Premises, the Building and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyDevelopment, at its sole costcost and expense, with any and all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsHazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, in, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the PropertyPremises, the Building and/or the Development or any portion thereof by Tenant or any of Tenant's Parties. To the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord's partners, officers, directors, employees, representativesagents, directors successors and officers assigns (collectively hereinafter referred to as the “collectively, "Landlord Indemnitees”Indemnified Paries") from and against any and all claims, costsdamages, judgments, suits, causes of action, losses, liabilities, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, expenses and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includescosts (including, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediationremoval, removal remediation and restoration costs, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees and court costs) which arise or restoration work required by any federalresult from the presence of Hazardous Materials on, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises Premises, the Building or any other portion of the Project. This indemnification Development and which are caused or permitted by Tenant under this Section shall survive or any of Tenant's Parties. Tenant agrees to promptly notify Landlord of any release of Hazardous Materials at the termination Premises, the Building or any other portion of the Development which Tenant becomes aware of during the Term of this Lease.
(d) If , whether caused by Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except persons or entities. In the event of any release of Hazardous Materials caused or permitted by Tenant or any of Tenant's Parties, Landlord Indemnitees) causes contamination shall have the right, but not the obligation, to cause Tenant to immediately take all steps Landlord deems necessary or deterioration appropriate to remediate such release and prevent any similar future release to the satisfaction of water or soil resulting Landlord and Landlord's mortgagee(s). As used in a level of contamination greater than the maximum levels established from time to time during this Lease, the term "Hazardous Materials" shall mean and include any hazardous or toxic materials, substances or wastes as now or hereafter designated under any law, statute, ordinance, rule, regulation, order or ruling of any agency of the State, the United States Government or any local governmental authority, including, without limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls ("PCBs"), and freon and other chlorofluorocarbons. The provisions of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(eSubparagraph 8(c) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before will survive the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Office Building Lease (Virtual Mortgage Network Inc)
Hazardous Materials. (aA) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and No Hazardous Materials, as defined herein, shall be Handled, as also defined herein, upon, about, above or beneath the Premises or any portion of the Commencement Date: Building by or on behalf of Tenant, its subtenants or its assignees, or their respective contractors, clients, officers, directors, employees, agents, or invitees. Any such Hazardous Materials so Handled shall be known as Tenant's Hazardous Materials. Notwithstanding the foregoing, normal quantities of Tenant's Hazardous Materials customarily used in the conduct of general administrative and executive office activities (ie.g., copier fluids and cleaning supplies) may be Handled at the Leased Premises are without Landlord's prior written consent. Tenant's Hazardous Materials shall be Handled at all times in compliance with the manufacturer's instructions therefor and all applicable Environmental Laws (Laws, as defined belowherein.
(B) governing Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall, at its sole cost and relating expense, promptly take all actions required by any Regulatory Authority, as defined herein, or necessary for Landlord to make full economic use of the Premises or any portion of the Building, which requirements or necessity arises from the Handling of Tenant's Hazardous Materials upon, about, above or beneath the Premises or any portion of the Building. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises or any portion of the Building, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. Tenant shall take all actions necessary to restore the Premises or any portion of the Building to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing condition existing prior to the execution introduction of this LeaseTenant's Hazardous Materials, no Toxic Materials are present in, on notwithstanding any less stringent standards or remediation allowable under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Environmental Laws. Tenant shall not cause or permit nevertheless obtain Landlord's written approval prior to undertaking any substance, material, waste or item which is or becomes regulated actions required by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlordthis Section, which consent Landlord approval shall not be unreasonably withhold so long as such actions would not potentially have a material adverse long-term or short-term effect on the Premises or any portion of the Building.
(C) Tenant demonstrates agrees to Landlord’s satisfactionexecute affidavits, in the exercise of Landlord’s sole and absolute discretion, that such itemsrepresentations, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established like from time to time during at Landlord's request stating Tenant's best knowledge and belief regarding the term presence of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Hazardous Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic MaterialsPremises.
Appears in 1 contract
Sources: Office Lease (Deja Foods Inc)
Hazardous Materials. (a) Landlord represents and warrants to During the Term of this Lease, Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance shall comply with all Environmental Laws (as defined in Section 25(i) below) governing and relating applicable to the Leased Premises as in effect and enforced as operation or use of the Commencement Date; Premises, will cause all other persons occupying or using the Premises to comply with all such Environmental Laws, will immediately pay or cause to be paid all costs and (ii) except as disclosed expenses incurred by reason of such compliance. Notwithstanding the foregoing, in no event shall Tenant be responsible for any costs involved with complying with Environmental Laws with regard to Tenant in writing the Premises to the extent that the cost of compliance arose from events occurring prior to the execution of this LeaseLease Date, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall is otherwise not cause or permit any substance, material, waste or item which is or becomes regulated caused by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances arising from or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” to any act or “asbestos containing materials” by federal, state or local laws, and omission of Tenant and/or any Tenant Party and/or otherwise in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the connection with ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq’s use and occupancy of the Premises.] together with any amendments of
(b) Tenant shall not generate, use, treat, store, handle, release or regulations promulgated under the statutes cited above and any other federal, statedispose of, or local lawpermit the generation, statuteuse, ordinancetreatment, storage, handling, release or regulation now disposal of Hazardous Materials (as defined in effect or later enacted that pertains to occupational health or industrial hygiene, and only to Section 25(i) hereof) on the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the PropertyPremises, or the regulation Project, or protection transport or permit the transportation of Hazardous Materials to or from the Premises or the Project except for limited quantities of household cleaning products and office supplies used or stored at the Premises and reasonably required in connection with the routine operation and maintenance of the environmentPremises, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply in compliance with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the all applicable Environmental Laws.
(c) At any time and from time to time during the Term of this Lease, Landlord may perform, at Landlord’s sole cost and expense, an environmental site assessment report concerning the Premises, prepared by an environmental consulting firm chosen by Landlord, indicating the presence or absence of Hazardous Materials caused or permitted by Tenant and the potential cost of any compliance, removal or remedial action in connection with any such Hazardous Materials on the Premises. Tenant shall grant and hereby grants to Landlord and its agents access to the Premises and specifically grants Landlord an irrevocable non-exclusive license to undertake such an assessment.
(d) Tenant will immediately advise Landlord in writing of any of the following: (1) any pending or threatened Environmental Claim (as defined in Section 25(i) below) against Tenant relating to the Premises or the Project; (2) any condition or occurrence on the Premises or the Project that (a) results in noncompliance by Tenant with any applicable Environmental Law, or (b) could reasonably be solely responsible anticipated to form the basis of an Environmental Claim against Tenant or Landlord or the Premises; (3) any condition or occurrence on the Premises or any property adjoining the Premises that could reasonably be anticipated to cause the Premises to be subject to any restrictions on the ownership, occupancy, use or transferability of the Premises under any Environmental Law; and (4) the actual or anticipated taking of any removal or remedial action by Tenant in response to the actual or alleged presence of any Hazardous Material on the Premises or the Project. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and ▇▇▇▇▇▇’s response thereto. In addition, Tenant will provide Landlord with copies of all communications regarding the Premises with any governmental agency relating to Environmental Laws, all such communications with any person relating to Environmental Claims, and such detailed reports of any such Environmental Claim as may reasonably be requested by Landlord.
(e) Tenant shall not use the Premises, or permitted the Premises to be used, for and shall any use except for the Permitted Use.
(f) Tenant agrees to indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) Indemnitees from and against any all obligations (including removal and all remedial actions), losses, claims, costssuits, judgments, liabilities, penalties, finesdamages (including consequential and punitive damages), losses, liabilities, costs and expenses (including reasonable attorneys’ feesand consultants’ fees and expenses) of any kind or nature whatsoever that may at any time be incurred by, damagesimposed on or asserted against such Indemnitees directly or indirectly based on, injuries, causes or arising or resulting from (a) the actual or alleged presence of action, judgments, and expenses Hazardous Materials on the Project which arise during is caused or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, permitted by Tenant or its agents, employees, contractors, licensees, customers a Tenant Party and (b) any Environmental Claim relating in any way to Tenant’s operation or invitees. This indemnification use of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation Premises (the “Hazardous Materials Indemnified Matters”). The provisions of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section 25 shall survive the expiration or sooner termination of this Lease.
(dg) If To the extent that the undertaking in the preceding paragraph may be unenforceable because it is violative of any law or public policy, Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than will contribute the maximum levels established from time portion that it is permitted to time during pay and satisfy under applicable Law to the term payment and satisfaction of this Lease all Hazardous Materials Indemnified Matters incurred by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any the Indemnitees.
(h) All sums paid and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities any Hazardous Materials Indemnified Matter shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with bear interest at the maximum rate permitted Default Rate from the date so paid or incurred until reimbursed by law▇▇▇▇▇▇, and all such sums and costs shall be immediately due and payable on demand.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to As used herein, the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.term “
Appears in 1 contract
Sources: Office Lease Agreement (Heron Therapeutics, Inc. /De/)
Hazardous Materials. (a) For the purposes hereof, the term "Hazardous Materials" shall include, without limitation, hazardous or toxic substances, materials that may be deemed hazardous to human or animal health, including without limitation, oil and petroleum derivatives and products, asbestos, lead paint and radon.
(b) Tenant represents and warrants that, except as herein set forth, it will not use, store or dispose of any Hazardous Materials in the Building or Property. Landlord agrees that Tenant may use such commercial or household type cleaners and chemicals to maintain the Building or Property. Storage of such chemicals is also permitted. Landlord and Tenant acknowledge that any or all of the cleaners and chemicals described in this paragraph may constitute Hazardous Materials. Notwithstanding any other provision of this Lease, Tenant may, use, store and dispose of same as herein set forth, provided that in doing so, Tenant complies with Laws.
(c) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and that, as of the Commencement Date: (i) date on which Landlord shall deliver possession of the Leased Premises are Property to Tenant, the Building and Property shall be free from contamination by Hazardous Materials. Notwithstanding anything in compliance with all Environmental Laws (as defined below) governing and relating this Lease to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulationscontrary, Tenant shall not cause be obligated to accept possession of the Building and Property until any Hazardous Materials found in or permit any substanceon the Building or Property have been removed, material, waste or item which is or becomes regulated by any federal, state, regional or local and Landlord has supplied Tenant with a certificate from the appropriate governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such itemsremoval has been completed, and Landlord has restored the quantities thereof, are necessary or materially useful to Tenant’s business Building and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating Property to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and condition which existed immediately prior to such removal and/or otherwise in conformance with the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination terms of this Lease.
(d) If Tenant or its agentsIf, employees, contractors, licensees, customers or invitees or at any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contaminationTerm, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities Hazardous Materials shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be found in or about on the Leased Premises Building or the Project by TenantProperty, its agents, employees, contractors, licensees, customers, or invitees.then:
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior with regard to the commencement presence or release of this Lease or (ii) any Hazardous Materials that Tenant shall not have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlordcaused, Landlord shall (i) bear all financial shall, with diligence, remove or remediate or cause the remediation or removal of same to the extent required by Laws, and other responsibility for insuring that such Toxic Materials shall be usedin compliance with Laws, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materialsat Landlord's sole cost; and (iv) Landlord agrees to defend, indemnify, defend and hold Tenant harmless Tenant from and against any and all claims costs, damages, expenses, and/or liabilities (including reasonable attorneys' fees) which Tenant may suffer as a result of any claim, suit, or action regarding any such Hazardous Materials (whether alleged or real), and/or regarding the removal and remediation of same. Landlord shall diligently commence or cause the commencement of such remediation within thirty (30) days of knowledge of such presence or release. If Landlord shall fail to commence or cause the commencement to remediate in the manner specified in this Section, within the specified time periods, then, Tenant may give Landlord 10 days' prior written notice of Tenant’s election to remove or remediate the Hazardous materials on Landlord’s behalf. If Tenant shall so remove or remediate the Hazardous Materials, Tenant may deduct the costs for such removal and remediation (including without limitation, testing and professional costs) from Fixed Rent and other amounts payable by Tenant to Landlord under this Lease.
(ii) with regard to the presence or release of any Hazardous Materials caused by Tenant, Tenant shall remove or remediate same to the extent required by Laws, and in compliance with Laws, and at Tenant's sole cost; and Tenant agrees to defend, indemnify and hold Landlord harmless from and against any and all costs, damages, expenses, and/or liabilities (including reasonable attorneys' fees) which Landlord may suffer as a result of any claim, suit, or action regarding any such Toxic MaterialsHazardous Materials (whether alleged or real), and/or regarding the removal and remediation of same.
Appears in 1 contract
Hazardous Materials. No Hazardous Materials (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to shall be Handled (defined below) upon, about, in, at, above or beneath the Leased Premises as in effect and enforced as Tenant Space or any portion of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises Building or the Project.
Property by or on behalf of Tenant, its Transferees (bdefined in Section 10.1, below) Except for reasonable amounts of commercially available office and manufacturing products or partners, or their respective contractors, clients, officers, directors, partners, employees, servants, representatives, licensees, agents, or invitees (collectively, the “Tenant Parties”). Additionally, Tenant shall not use the Tenant Space, or permit the Tenant Space to be used, stored and disposed in any manner which may directly or indirectly lead to any non-compliance with any Environmental Law. Notwithstanding the foregoing, normal quantities of those Hazardous Materials customarily used in the conduct of the Permitted Use may be used at the Tenant Space without Landlord’s prior written consent, but only in compliance with all applicable local, state Environmental Laws (defined below) and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored only in a manner that complies consistent with all Environmental Laws Institutional Owner Practices (as defined in Section 8.3, below). Tenant “Environmental Laws” shall complymean and include all now and hereafter existing Applicable Laws regulating, at its sole costrelating to, with all federal, state or imposing liability or standards of conduct concerning public health and local laws, statutes, ordinances, codes, regulations safety or the environment. “Hazardous Materials” shall mean and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of include: (1) any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic material or radioactive materials, hazardous waste, toxic substances substance: (i) which is defined or related materials, including without limitation, substances becomes defined as a “hazardous substancessubstance,” “hazardous materialswaste,” “toxic substancesinfectious waste,” “chemical mixture or substance,” or “asbestos containing materialsair pollutant” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of containing petroleum, crude oil or any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Lawsfraction thereof; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materialscontaining polychlorinated biphenyls (PCB’s); and (iv) indemnifyasbestos, defend asbestos-containing materials or presumed asbestos-containing materials (collectively, “ACM”); (v) which is radioactive; (vi) which is infectious; or (2) any other material or substance displaying toxic, reactive, ignitable or corrosive characteristics, and hold harmless Tenant from and against are defined, or become defined by any and all claims caused by such Toxic Environmental Law. “Handle,” “Handled,” or “Handling” shall mean any installation, handling, generation, storage, treatment, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity of any type in connection with or involving Hazardous Materials.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any "Hazardous Material" (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, upon or about the Property, or the regulation or protection permit Tenant's employees, agents, contractors, and other occupants of the environmentPremises to engage in such activities upon or about the Property. However, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred the foregoing provisions shall not prohibit the transportation to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgmentsfrom, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulationmaintenance and handling within, transportationthe Premises of substances customarily used in offices (or such other business or activity expressly permitted to be undertaken in the Premises under Article 6), generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification provided: (a) such substances shall be used and maintained only in such quantities as are reasonably necessary for such permitted use of the Premises, strictly in accordance with applicable Law and the manufacturers' instructions therefore, (b) such substances shall not be disposed of, released or discharged on the Property, and shall be transported to and from the Premises in compliance with all applicable Laws, and as Landlord Indemnitees shall reasonably require, (c) if any applicable Law or Landlord's trash removal contractor requires that any such substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant's expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Tenant includesLandlord), without limitation, any and all costs incurred in connection with any investigation shall ensure that disposal occurs frequently enough to prevent unnecessary storage of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present such substances in the soilPremises, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
and (d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over remaining such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities substances shall be for completely, properly and lawfully removed from the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the Property upon expiration or earlier termination of this Lease. At such times as Landlord may reasonably request, Tenant shall take provide Landlord with a written list identifying any and all action required to be taken under Hazardous Material then used, stored, or maintained upon the Environmental Laws in order to surrender the Leased Premises, including the use and approximate quantity of each such portions material, a copy of any material safety data sheet ("MSDS") issued by the manufacturer therefore, written information concerning the removal, transportation and disposal of the Project which are subject to this Leasesame, to and such other information as Landlord in a condition which would may reasonably require or as may be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project required by Tenant, its agents, employees, contractors, licensees, customers, or inviteesLaw.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. Neither Tenant nor Tenant’s agents shall permit the introduction, placement, use, storage, manufacture, transportation, release or disposition (acollectively “Release”) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: any Hazardous Material(s) (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as on or about any portion of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, Common Area without the prior written consent of Landlord, which consent may be withheld in the sole and absolute discretion of Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, without any requirement of reasonableness in the exercise of that discretion. Notwithstanding the immediately preceding sentence to the contrary, Tenant may use de minimis quantities of the types of materials which are technically classified as Hazardous Materials but commonly used in domestic or office use to the extent not in an amount, which, either individually or cumulatively, would be a “reportable quantity” under any applicable Law. Furthermore, Tenant may use those hazardous materials attached in Exhibit G which are necessary in Tenant’s business operations in accordance with all legal and governmental regulations and guidelines. Tenant covenants that, at its sole cost and expense, Tenant will comply with all applicable Laws with respect to the Release by Tenant, its agents, employees, contractors or invitees of such permitted Hazardous Materials. Any Release beyond the scope allowed in this paragraph shall be subject to Landlord’s prior consent, which may be withheld in Landlord’s sole and absolute discretion, that such itemsand shall require an amendment to the Lease in the event Landlord does consent which shall set forth the materials, scope of use, indemnification and the quantities thereof, are necessary or materially useful to Tenantany other matter required by Landlord in Landlord’s business sole and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below)absolute discretion. Tenant shall complyindemnify, at its sole costdefend and hold Landlord and Landlord’s agents harmless from and against any and all claims, losses, damages, liabilities, or expenses arising in connection with the Release of Hazardous Materials in violation of Hazardous Materials Laws by Tenant, Tenant’s agents or any other person using the Premises with Tenant’s knowledge and consent or authorization. Tenant’s obligation to defend, hold harmless and indemnify pursuant to this Paragraph 6.4 shall survive Lease Termination. The foregoing indemnity shall not apply to, and Tenant shall not be responsible for, the presence of Hazardous Materials on, under, or about the Premises or Common Area to the extent caused by any third parties or by Landlord or Landlord’s employees, agents, contractors or invitees. Notwithstanding anything to the contrary contained in this Lease, Landlord hereby represents and warrants to Tenant that, to the best of Landlord’s knowledge, (i) the Premises and the Common Area are in compliance with all laws regarding Hazardous Materials (“Hazardous Materials Laws”); (ii) no asbestos-containing materials exist in or on the Premises or the Common Area; and (iii) any handling, transportation, storage or use of Hazardous Materials that occurred in the Premises or the Common Area prior to the Commencement Date is now in compliance with all Hazardous Materials Laws. Landlord further represents and warrants that, to the best of Landlord’s knowledge, no litigation has been brought or threatened, nor any settlements reached with any governmental or private party, concerning the actual or alleged presence of Hazardous Materials on or about the Premises or the Common Area, nor has Landlord received any notice of any violation, or alleged violation, of any Hazardous Materials Laws, pending claims or pending investigations with respect to the presence of Hazardous Materials on or about the Premises or the Common Area. Landlord’s representations and warranties set forth in this paragraph shall survive termination of this Lease. As used in this Lease, the term “Hazardous Materials” means any chemical, substance, waste or material which has been or is hereafter determined by any federal, state and or local laws, statutes, ordinances, codes, regulations and orders relating governmental authority to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal be capable of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic posing risk of injury to health or radioactive materials, hazardous waste, toxic substances or related materialssafety, including without limitation, those substances defined as included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” or “asbestos containing materialssolid waste” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to under the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; 1980, the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act1976, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; and the Hazardous Materials Transportation Act, as amended, and in the regulations promulgated pursuant to said laws; those substances defined as “hazardous wastes” in section 25117 of the California Health & Safety Code, or as “hazardous substances” in section 25316 of the California Health & Safety Code, as amended, and in the regulations promulgated pursuant to said laws; those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or designated by the Environmental Protection Agency (or any successor agency) as hazardous substances (see, e.g., 40 CFR Part 302 and amendments thereto); such other substances, materials and wastes which are or become regulated or become classified as hazardous or toxic under any Laws, including without limitation the California Health & Safety Code, Division 20, and Title 26 of the California Code of Regulations; and any material, waste or substance which is (i) petroleum, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a “hazardous substance” pursuant to section 311 of the Clean Water Act (HMTA) [49 USCS §§ 1801 of 1977, 33 U.S.C. sections 1251 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §. (33 U.S.C. § 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; 1321) or listed pursuant to section 307 of the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §of 1977 (33 U.S.C. § 3OOf et seq.]1317), as amended; (v) flammable explosives; (vi) radioactive materials; or (vii) radon gas. Landlord shall have the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; right, upon reasonable advance notice to Tenant, to inspect, investigate, sample and/or monitor the Surface Mining Control Premises and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with Common Area, including any amendments of or regulations promulgated under the statutes cited above and any other federalsoil, statewater, groundwater, or local lawother sampling, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that reasonably necessary to determine whether Tenant is complying with the occupational health or industrial hygiene laws, ordinances, or regulations relate terms of this Lease with respect to Hazardous Substances on, under, or about the Property, or the regulation or protection Materials. Unless a previous inspection has disclosed a violation by Tenant of the environmentcovenants contained in this Paragraph 6.4, including ambient airsuch inspections, soilinvestigations, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It sampling and/or monitoring shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Lawsperformed not more often than semi-annually. Without limiting the generality of the foregoingIn connection therewith, Tenant shall comply provide Landlord with requirements for reasonable access to all portions of the inventory Premises; provided, however, that Landlord shall avoid any unreasonable interference with the operation of Toxic Materials imposed Tenant’s business on the Premises. All costs incurred by any state or local lawsLandlord in performing such inspections, including the Environmental Laws.
(c) Tenant investigation, sampling and/or monitoring shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, reimbursed by Tenant or its agents, employees, contractors, licensees, customers or inviteesto Landlord as Additional Rent within ten (10) days after Landlord’s demand for payment. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during During the term of this Lease by Landlord shall notify Tenant of any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination change Landlord becomes aware of in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account status of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest Hazardous Materials at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project Common Areas and the land upon which the Premises and Common Areas are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or inviteessituated.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Net Lease Agreement (Laserscope)
Hazardous Materials. Tenant shall not (aeither with or without negligence) cause the escape, disposal, release or threat of release of any biologically or chemically active or other Hazardous Materials (as said term is hereafter defined) on, in, upon or under the Property or the Premises. Tenant shall not allow the generation, storage, use or disposal of such Hazardous Materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the generation, storage, use and disposal of such Hazardous Materials, nor allow to be brought into the Property any such Hazardous Materials except for use of normal office and business equipment supplies and cleaning products in the ordinary course of Tenant’s business. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of Hazardous Materials by Tenant or its agents, employees, servants, contractors and subcontractors, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord represents upon demand as additional charges but only if such requirement applies to the Premises or may be the result of the acts or omissions of Tenant or its agents, employees, servants, contractors and warrants subcontractors. In addition, Tenant shall execute affidavits, representations and the like, from time to Tenant that to time, at Landlord’s actual request concerning Tenant’s best knowledge and belief regarding the presence of Hazardous Materials on the Premises. The Tenant shall, at its own expense, remove, clean up, remedy and dispose of (in compliance with all applicable laws, rules and regulations) all Hazardous Materials generated or released by the Tenant or its officers, directors, employees, contractors, servants, invitees, agents or any other person acting under Tenant during the term of this Lease (or during such term as the Tenant is in occupancy or possession of any part of the Commencement Date: (iPremises, the Building or the Property) at or from the Leased Premises are Premises, the Building or the Property in compliance with all Environmental Laws (as defined belowsaid term is hereafter defined) governing and relating to the Leased Premises as in effect further, shall remove, clean up, remedy and enforced as dispose of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidelocated at, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances onupon, under, within or about in the PropertyPremises, the Building or the Property generated by, or the regulation resulting from Tenant’s operations, activities or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time processes during the term of this Lease by (or such other periods of time as the Tenant may be in occupancy or in possession of the Premises or any governmental authority having jurisdiction over such contaminationportion of the Property or Building), then in compliance with all Environmental Laws. In performing its obligations hereunder, the Tenant shall promptly take any use commercially reasonable efforts to avoid interference with the use and all action necessary to clean-up such contamination in enjoyment of the manner required Building and the Property by lawother tenants and occupants thereof. If Tenant fails to take such action, Landlord may, but The provisions hereof shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the survive expiration or earlier termination of this Lease. To the best of Landlord’s knowledge, based on the “Phase I Report” (as said term is hereinafter defined), Landlord represents to Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premisesthat, including such portions as of the Project which are subject to date of this Lease, to other than as expressly disclosed in the Phase I Report, Landlord in a condition which would be completely free has no knowledge any release or threat of release of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customersHazardous Materials, or invitees.
other environmental condition requiring remediation, at the Property and, to the best of Landlord’s knowledge, the Premises, the Building and the Property are in compliance with all applicable Environmental Laws. Landlord shall indemnify and defend Tenant against and hold Tenant harmless from all claims, liabilities, costs, expenses, losses and damages (gincluding reasonable attorneys fees’ and disbursements) With regard to that Tenant may incur in connection with claims arising from (i) any Toxic Hazardous Materials inintroduced at, on, about or under or about the Leased Premises Premises, the Building or the Project (i) prior to the commencement Property by any act of this Lease Landlord or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.,
Appears in 1 contract
Sources: Lease Agreement (Bladelogic Inc)
Hazardous Materials. (a) Landlord represents Tenant covenants and warrants to Tenant agrees that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are it will not, except in strict compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules law and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposes of on, in, under or about the Leased Premises Premises, the Building, or the Project any portion thereof by Tenant, its agents, employees, contractorssubtenants, assignees, licensees, customerscontractors or invitees (collectively, or invitees“Tenant’s Parties”), without the prior written consent of Landlord, which consent Landlord shall not may withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Upon the expiration or earlier termination of this Lease but subject to Landlord’s right to oversee remediation described below, that such items, and Tenant agrees to promptly remove from the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyPremises, at its sole costcost and expense, with any and all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsHazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, in, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the PropertyPremises, the Building, the Project or any portion thereof by Tenant or any of Tenant’s Parties. To the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord’s partners, officers, directors, employees, representativesagents, directors subsidiaries of any tier, affiliates, successors and officers assigns (collectively hereinafter referred to as the collectively, “Landlord IndemniteesIndemnified Parties”) from and against any and all claims, costsdamages, judgments, suits, causes of action, losses, liabilities, penalties, fines, lossesexpenses and costs (including, liabilitieswithout limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys’ fees, damages, injuries, causes of action, judgments, consultant fees and expenses which arise during or after expert fees and court costs) but only to the Lease Term as a result extent that any of the receivingforegoing arise or result from the presence of Hazardous Materials on, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises Premises, the Building, the Project or the Project. This indemnification any other portion thereof that are caused or knowingly permitted by Tenant under this Section shall survive or any of Tenant’s Parties. Tenant agrees to promptly notify Landlord of any release or suspected release of Hazardous Materials at the termination Premises of which Tenant becomes aware of during the Term of this Lease.
(d) If , whether caused by Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties persons or entities. In the event of any release of Hazardous Materials caused or knowingly permitted by Tenant or any of Tenant’s Parties, Landlord shall have the right, but not the obligation, to cause Tenant to immediately take all steps Landlord reasonably deems necessary or appropriate to remediate such release and prevent any similar future release. In the event that any act or omission of Tenant, any Tenant Party, or any agent, contractor, employer, affiliate or invitee of either of the same shall cause or result in any release of any Hazardous Material (except including, without limitation, the groundwater and subsurface soils under the Property), the Building or the environment or contamination of any of the same by any Hazardous Material (collectively, a “Tenant Release”), Landlord Indemniteesmay require (a) causes contamination that Landlord shall exclusively conduct in good faith all investigatory, scoping and planning activities with respect to such Tenant Release; the preparation and negotiation (with the relevant governmental authorities) of any action plan or deterioration remediation plan required, necessary or convenient with respect to such Tenant Release in order to comply with all applicable Laws or to otherwise restore the affected portion of water the Premises to its condition immediately prior to such Tenant Release, all as determined in good faith by Landlord; the selection of all consultants and contractors to investigate the need for, scope, perform and monitor any such remediation or soil resulting abatement of such Tenant Release; and all other matters relating to the investigation and remediation of any such Tenant Release, or (b) that Tenant shall perform such of the activities as described in a level of contamination greater than the maximum levels established preceding clause (a) with respect to the Tenant Release in question as Landlord shall designate, and in all cases Tenant shall reimburse Landlord for all costs and expenses from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so or expended by Landlord shall be paid by Tenant promptly after under this Paragraph 7.3 within ten (10) days of Landlord’s written demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customerstherefor, or inviteesat Landlord’s election bear such costs and expenses directly.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Office Lease (Zones Inc)
Hazardous Materials. (a) Landlord represents Except for ordinary and warrants to Tenant that to Landlord’s actual knowledge general office supplies, such as copier toner, liquid paper, glue, ink and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating common household cleaning materials and, to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant extent approved in writing prior to by Landlord (which shall not be unreasonably withheld), materials reasonably necessary for the execution conduct of this Lease, no Toxic Materials Tenants business that are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office used and manufacturing products used, stored and disposed of in In compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulationslaws (some or all of which may constitute “Hazardous Materials” as defined in this Lease), Tenant shall agrees not to cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises or the Project by Tenant, its agents, employees, contractorssubtenants, assignees, licensees, customerscontractors or invitees (collectively, or invitees“Tenant’s Parties”), without the prior written consent of Landlord, which consent Landlord shall not may, except as otherwise expressly provided above (with respect to materials reasonably necessary for the conduct of Tenant’s business that are used and stored in compliance with all applicable laws), withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Concurrently with the execution of this Lease, that such itemsTenant agrees to complete and deliver to Landlord an Environmental Questionnaire in the form of Exhibit “E” attached hereto Upon the expiration or earlier termination of this Lease, and Tenant agrees to promptly remove from the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyPremises, at its sole costcost and expense, with any and all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsHazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, In, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, Premises by Tenant or any of Tenant’s Parties To the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord’s partners, officers, directors, employees, representativesagents, directors successors and officers assigns (collectively hereinafter referred to as the collectively, “Landlord IndemniteesIndemnified Parties”) from and against any and all claims, costsdamages, judgments, suits, causes of action, losses, liabilities, penalties, fines, lossesexpenses and costs including, liabilitieswithout limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys’ fees, damages, injuries, causes of action, judgments, consultant fees and expenses expert fees and court costs) which arise during or after result from the Lease Term as a result presence of the receivingHazardous Materials on, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, onIn, under or about the Leased Premises and which are caused or the Project. This indemnification permitted by Tenant under this Section shall survive or any of Tenant’s Panics. Tenant agrees to promptly notify Landlord of any release of Hazardous Materials which Tenant becomes aware of during the termination Term of this Lease.
(d) If , whether caused by Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except persons or entities In the event of any release of Hazardous Materials caused or permitted by Tenant or any of Tenant’s Parties or any other persons or entitles, Landlord Indemniteesshall have the right, but not the obligation, to cause Tenant to immediately take all steps Landlord deems necessary or appropriate to remediate such release and prevent any similar future release to the satisfaction of Landlord and Landlord’s mortgagee(s) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time At all times during the term Term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such actionaccordance with Section 15 hereof, Landlord maywill have the right, but not the obligation, to enter upon the Premises to inspect, investigate, sample and/or monitor the Premises to determine if Tenant is in compliance with the terms of this Lease regarding Hazardous Materials Tenant will, upon the reasonable request of Landlord (which request shall not not, unless Tenant has failed to comply with the terms and provisions of this Section 6 3 or except in cases of emergency, be obligated tomade more than once every six (6) months throughout the Term of this Lease, take such action. In such eventcause to be performed an environmental audit of the Premises at Tenant’s expense by an environmental consulting firm reasonably acceptable to Landlord As used in this Lease, all costs incurred by Landlord with respect to such clean-up activities the term “Hazardous Materials” shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlordmean and include any hazardous or toxic materials, with interest at the maximum rate permitted by substances or wastes as now or hereafter designated under any law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written noticestatute, ordinance, rule, regulation, order or ruling of any agency of the State, the United States Government or any local governmental authority, including, without limitation, asbestos, petroleum, petroleum hydrocarbons and all accumulationspetroleum based products, spillagewas formaldehyde foam insulation, dischargepolychlorinated biphenyls (“PCBs”), release freon and disposal of Toxic Materials, onto or within the Leased Premises or the Projectother chlorofluorocarbons, and any injuries material defined as a “biohazardous waste” or damages relating directly “medical waste” or indirectly therefrom.
other waste under California Health and Safety Code, Division 20, Chapter 81 (fMedical Waste Management Act) On or before The provisions of this Section 6 3 will survive the expiration or earlier termination of this Lease, Lease Tenant shall take immediately advise Landlord in writing of, and provide Landlord a copy of:
(1) Any notice of violation or potential or alleged violation of any law concerning Hazardous Materials received by Tenant from any governmental agency, and
(2) Any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premisesinquiry, including such portions of the Project which are subject to this Leaseinvestigation, to Landlord in a condition which would be completely free of any and all Toxic Materials caused enforcement, clean-up, removal or permitted to be in governmental or about the Leased Premises regulatory actions Instituted or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior threatened relating to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Premises. Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including, without limitation, sums paid In settlement of claims and for reasonable attorneys’ fees, consultant fees and expert fees, (but specifically excluding special, indirect or consequential damages including but not limited to claims for loss of use, anticipated profit or business opportunity, market-based stigma damages or business interruption, or mental or emotional distress or fear of injury or disease) to the extent arising as a result of any Hazardous Materials (1) located in, on or under the Building as of the commencement of Tenant’s occupancy of the Premises, or (2) hereafter caused to be located in, on or under the Building by such Toxic Materials.Landlord and/or any of Landlord’s employees, agents or representatives or any other persons or entitles (except Tenant or Tenant’s Parties) This indemnification of Tenant by Landlord includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work. The provisions of this paragraph shall survive the expiration of the Term or earlier termination of this Lease. Notwithstanding anything above to the contrary, the foregoing indemnity shall not extend to Hazardous Materials caused to be located in, on or under the Building by Tenant or any of Tenant’s Parties
Appears in 1 contract
Sources: Single Tenant Industrial Lease (Imcor Pharmaceutical Co)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) will not conduct any activity on the Leased Premises that will use or produce any Hazardous Materials, except for such activities that are both (1) part of the ordinary course of Tenant’s business activities and (2) conducted in accordance with all Environmental Laws; (ii) will not use the Premises in any manner for the storage of any Hazardous Materials except for storage of such materials that are both (1) used in the ordinary course of Tenant’s business and (2) properly stored in a manner and location satisfying all Environmental Laws; (iii) will not install any underground tanks of any type; and (iv) will not permit any Hazardous Materials to be brought onto the Premises, except in the ordinary course of Tenant’s business and in compliance with all Environmental Laws Laws. If any Hazardous Materials are brought or found on the Premises in violation of the above provisions of this Section, the same shall be immediately removed by Tenant, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. If at any time during or after the Lease Term the Premises are found to be so contaminated or subject to such conditions as a result of Tenant’s failure to comply with the foregoing provisions, Tenant shall defend, indemnify and hold Landlord harmless from all claims, demands, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a result of such failure. Tenant will maintain on the Premises a list of all materials stored at the Premises for which a material safety data sheet (an “MSDS”) was issued by the producers or manufacturers thereof, together with copies of the MSDS’s for such materials, and shall deliver such list and MSDS copies to Landlord upon Landlord’s request therefor. Tenant shall remove all Hazardous Materials existing in or on the Premises as defined below) governing a result of the activities of Tenant or any of Tenant’s Invitees in a manner acceptable to Landlord before the earlier of the date Tenant vacates the Premises and relating the date Tenant’s right to possess the Premises ends. Landlord may, subject to the Leased provisions of Section 7.10, enter the Premises and conduct environmental inspections and tests therein as it may require from time to time, provided that Landlord shall use reasonable efforts to minimize the interference with Tenant’s business and shall provide Tenant with a copy of any final reports from such inspections and tests, and provided further than any invasive inspections and tests shall be subject to the immediately following sentence. Such environmental inspections may include invasive work so long as
(a) Landlord has a good faith reason to believe that invasive work is necessary to identify Hazardous Materials conditions in effect violation of law, based on observed or known conditions, (b) Landlord consults with Tenant regarding the scope and enforced as necessity for such invasive work prior to undertaking the same, (c) any damage caused by such invasive work is promptly repaired by Landlord at its sole cost and expense, (d) any invasive work is carried out after regular business hours and with all measures reasonably taken to avoid damaging property of Tenant, and (d) Landlord obtains split samples of any materials that are tested and provides Tenant with such materials so that Tenant can conduct its own inspection and tests. Such inspections and tests shall be conducted at Landlord’s expense, unless they reveal the presence of Hazardous Materials in violation of the Commencement Date; and (ii) except as disclosed to above provisions of this Section or that Tenant has not complied with the requirements of this Section, in writing prior which case Tenant shall reimburse Landlord for the reasonable out-of-pocket cost thereof within 30 days after Landlord’s request therefor to the execution extent resulting from Tenant’s violation of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Projectabove provisions.
(b) Except for reasonable amounts Landlord represents to Tenant that (a) attached hereto as Schedule 5.3 is a list of commercially available office all third party environmental reports in Landlord’s possession or control with respect to the Project, copies of which have been provided to Tenant, and manufacturing products used(b) except as disclosed in such reports, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall Landlord does not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part have actual knowledge of the environment, or creates risks existence of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or Hazardous Materials at the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent in violation of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”)date of this Lease. Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall Landlord will indemnify, protect, defend and hold Tenant harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all liabilities, claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, costs and expenses which arise during or after arising from the Lease Term existence of Hazardous Materials at the Project in violation of Environmental Laws as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement date of this Lease or caused by or through Landlord (ii) that have been spilledwhether before or after the date of this Lease), discharged, or disposed on except to the Leased Premises or extent resulting from the Project by Landlord, its agents, employees or contractors, activities of Tenant or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic MaterialsTenant’s Invitees.
Appears in 1 contract
Hazardous Materials. Except as otherwise expressly provided in Section 25.1 below, neither Tenant nor Tenant’s agents shall permit the introduction, placement, use, storage, manufacture, transportation, release or disposition (acollectively “Release”) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: any Hazardous Material(s) (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under any portion of the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, Common Area without the prior written consent of Landlord, which consent may be withheld in the sole and absolute discretion of Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, without any requirement of reasonableness in the exercise of that discretion. Notwithstanding the immediately preceding sentence to the contrary, Tenant may use de minimis quantities of the types of materials which are technically classified as Hazardous Materials but commonly used in domestic or office use (such as bathroom cleaners, toner, and white-out) to the extent not in an amount, which, either individually or cumulatively, would be a “reportable quantity” under any applicable Law. Tenant covenants that, at its sole cost and expense, Tenant will comply with all applicable Laws with respect to the Release of such permitted Hazardous Materials. Any Release beyond the scope allowed in this paragraph shall be subject to Landlord’s prior consent, which may be withheld in Landlord’s sole and absolute discretion, that such itemsand shall require an amendment to the Lease in the event Landlord does consent which shall set forth the materials, scope of use, indemnification and the quantities thereof, are necessary or materially useful to Tenantany other matter required by Landlord in Landlord’s business sole and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below)absolute discretion. Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) Landlord’s agents harmless from and against any and all claims, costslosses, penalties, fines, lossesdamages, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and or expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred arising in connection with any investigation the Release of site conditions and any clean-upHazardous Materials by Tenant, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees Tenant’s agents or any other parties (except person using the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time Premises during the term of this Lease by any governmental authority having jurisdiction over such contaminationTerm. Tenant’s obligation to defend, then Tenant shall promptly take any hold harmless and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject indemnify pursuant to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or inviteesParagraph 6.4 shall survive Lease Termination.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any "Hazardous Material" (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, upon or about the Property, or the regulation or protection permit Tenant's employees, agents, contractors, and other occupants of the environmentPremises to engage in such activities upon or about the Property. However, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred the foregoing provisions shall not prohibit the transportation to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgmentsfrom, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulationmaintenance and handling within, transportationthe Premises of substances customarily used in offices (or such other business or activity expressly permitted to be undertaken in the Premises under Article 6), generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification provided: (a) such substances shall be used and maintained only in such quantities as are reasonably necessary for such permitted use of the Premises, strictly in accordance with applicable Law and manufacturers' instructions therefore, (b) such substances shall not be disposed of, released or discharged on the Property, and shall be transported to and from the Premises in compliance with all applicable Laws, and as Landlord Indemnitees shall reasonably require, (c) if any applicable Law or Landlord's trash removal contractor requires that any such substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant's expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Tenant includesLandlord), without limitation, any and all costs incurred in connection with any investigation shall ensure that disposal occurs frequently enough to prevent unnecessary storage of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present such substances in the soilPremises, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
and (d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over remaining such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities substances shall be for completely, properly and lawfully removed from the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the Property upon expiration or earlier termination of this Lease, . -------- --------- Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Office Lease (Unison Software Inc)
Hazardous Materials. (aA) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and No Hazardous Materials, as defined herein, shall be Handled, as also defined herein, upon, about, above or beneath the Premises or any portion of the Commencement Date: Building by or on behalf of Tenant, its subtenants or its assignees, or their respective contractors, clients, officers, directors, employees, agents, or invitees. Any such Hazardous Materials so Handled shall be known as Tenant's Hazardous Materials. Notwithstanding the foregoing, normal quantities of those Hazardous Materials customarily used in the conduct of general administrative and executive office activities (ie.g., copier fluids and cleaning supplies) may be used and stored at the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing without Landlord's prior to the execution of this Leasewritten consent, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of but only in compliance with all applicable localEnvironmental Laws, state as defined herein and federal statutes, orders, ordinances, rules and regulationswith the highest prevailing industry standards.
(B) Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyshall, at its sole costcost and expense, with promptly take all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work actions required by any federal, state or local governmental agency or political subdivision because subdivision, or necessary for Landlord to make full economic use of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or any portion of the Project. This indemnification by Tenant under this Section shall survive Building, which requirements or necessity arises from the termination Handling of this Lease.
(d) If Tenant Tenant's Hazardous Materials upon, about, above or its agents, employees, contractors, licensees, customers or invitees beneath the Premises or any other parties (except portion of the Landlord Indemnitees) causes contamination Building. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises or deterioration any portion of water the Building, the preparation of any feasibility studies or soil resulting in a level reports and the performance of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contaminationcleanup, then remedial, removal or restoration work. Tenant shall promptly take any and all action actions necessary to clean-up such contamination in restore the manner Premises or any portion of the Building to the condition existing prior to the introduction of Tenant's Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws. Tenant shall nevertheless obtain Landlord's written approval prior to undertaking any actions required by law. If Tenant fails to take such actionthis Section, Landlord may, but which approval shall not be obligated to, take unreasonably withheld so long as such action. In such event, all costs incurred by Landlord with respect to such cleanactions would not potentially have a material adverse long-up activities shall be for term or short-term effect on the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions portion of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or inviteesBuilding.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available ordinary and general office supplies, such as copier toner, liquid paper, glue, ink, common household cleaning materials, medical supplies and manufacturing products medical waste stored, used, stored handled, and disposed of in compliance with all applicable local, state laws and federal statutes, orders, ordinances, rules and regulationsor regulations (some or all of which may constitute “Hazardous Materials” as defined in this Lease), Tenant shall agrees not to cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises Premises, the Building, the Common Areas or any other portion of the Project by Tenant, its agents, employees, contractorspermitted subtenants, permitted assignees, permitted licensees, customerscontractors or invitees (collectively, or invitees‘‘Tenant’s Parties”), without the prior written consent of Landlord, which consent Landlord shall not may withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Upon the expiration or earlier termination of this Lease, that such itemsTenant agrees to promptly remove from the Premises, the Building and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyProject, at its sole cost, cost and expense and in compliance with all federalapplicable requirements, state any and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsall Hazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, in, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the PropertyPremises, the Building and/or the Project or any portion thereof by Tenant or any of Tenant’s Parties. To the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord’s members, and their respective members, officers, directors, employees, representativesagents, directors successors and officers assigns (collectively hereinafter referred to as the collectively, “Landlord IndemniteesIndemnified Parties”) from and against any and all claims, costsdamages, judgments, suits, causes of action, losses, liabilities, penalties, fines, lossesexpenses and costs (including, liabilitieswithout limitation, investigation, monitoring, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, reasonable attorneys’ fees, damages, injuries, causes of action, judgments, consultant fees and expenses expert fees and court costs) which arise during or after result from the Lease Term as a result presence of the receivingHazardous Materials on, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises Premises, the Building or any other portion of the Project. This indemnification Project and which are caused or permitted by Tenant under this Section shall survive or any of Tenant’s Parties. Tenant agrees to promptly notify Landlord of any release of Hazardous Materials at the termination Premises, the Building or any other portion of the Project which Tenant becomes aware of during the Term of this Lease.
(d) If Tenant , whether caused or its agentspermitted by Tenant, employees, contractors, licensees, customers or invitees Tenant’s Parties or any other parties (except persons or entities. In the event of any release of Hazardous Materials caused or permitted by Tenant or any of Tenant’s Parties, Landlord Indemnitees) causes contamination shall have the right, but not the obligation, to cause Tenant to immediately take all steps Landlord deems necessary or deterioration appropriate to investigate or remediate such release and prevent any similar future release to the satisfaction of water or soil resulting in a level of contamination greater than the maximum levels established from time to time Landlord and Landlord’s mortgagee(s). At all times during the term Term of this Lease, Landlord will have the right, but not the obligation, to enter upon the Premises to inspect, investigate, sample and/or monitor the Premises to determine if Tenant is in compliance with the terms of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant regarding Hazardous Materials. The provisions of this Subsection shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before survive the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Office Lease Agreement
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any "Hazardous Material" (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, upon or about the Property, or the regulation or protection permit Tenant's employees, agents, contractors, and other occupants of the environmentPremises to engage in such activities upon or about the Property. However, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred the foregoing provisions shall not prohibit the transportation to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulationmaintenance and handling within, transportationthe Premises of substances customarily used in offices (or Such other business or activity expressly permitted to be undertaken in the Premises under Article 5), generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification provided: (a) such substances shall be used and maintained only in such quantities as are reasonably necessary for such permitted use of the Premises, strictly in accordance with applicable Law and the manufacturers' instructions therefor, (b) such substances shall not be disposed of, released or discharged on the Property, and shall be transported to and from the Premises in compliance with all applicable Laws, and as Landlord Indemnitees shall reasonably require, (c) if any applicable Law or Landlord's trash removal contractor requires that any such substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant's expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Tenant includesLandlord), without limitation, any and all costs incurred in connection with any investigation shall ensure that disposal occurs frequently enough to prevent unnecessary storage of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present such substances in the soilPremises, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
and (d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over remaining such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities substances shall be for completely, property and lawfully removed from the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the Property upon expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Lease Agreement (Infocure Corp)
Hazardous Materials. (a) Tenant warrants and represents to Landlord represents and warrants to any mortgagee of Landlord that Tenant that to Landlord’s actual knowledge and as of the Commencement Date: shall (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substanceHazardous Material to exist on or be discharged from the Premises by Tenant, material, waste its agents or item which is employees except as for any Hazardous Material used in the ordinary course of Tenant's business; (ii) promptly pay any claim against Landlord or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks Premises arising out of any such hazards Hazardous Material existing on or effects discharged from the Premises which would result in a charge or lien upon the Premises; (iii) remove any such charge or lien upon the Premises; and (iv) indemnify and hold harmless the Landlord and any mortgagee of Landlord's interest in the Premises (collectively called the "Indemnities") from and against any and all losses, liability, suits, obligations, fines, damages, judgments, penalties, claims, charges, costs and expenses (including without limitation all reasonable fees and disbursements of counsel and consultants) which may be suffered or incurred by or asserted against, an Indemnitee and which arises directly or indirectly out of or in connection with a violation of this Section. Tenant's obligation pursuant to be brought upon(i), kept or (ii), (iii) and (iv) above shall survive the Expiration Date for a period of one (1) year. Tenant shall notify Landlord of any Hazardous Material except for those used in the ordinary course of Tenant's business that exists on or about is discharged from the Leased Premises within ten (10) days after Tenant first has knowledge of such existence or discharge. Reference to Hazardous Materials used in the Project ordinary course of Tenant's business means Tenant's use of the Premises for general office use and for no other purpose. Nothing herein is intended nor shall it be construed as imposing any environmental liability upon Tenant for any Hazardous Material existing on or discharged from the Premises not caused by Tenant, its agents, employees, contractors, licensees, customersguests, invitees, sublessees, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such itemsassigns, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and Landlord shall indemnify, protect, defend and hold save harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) Tenant from and against any and all claimslosses, costsliability, suits, obligations, fines, damages, judgments, penalties, finesclaims, lossescharges, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, costs and expenses (including without limitation all reasonable fees and disbursements of counsel and consultants) which may be suffered or incurred by or asserted against Tenant and which arise during directly or after the Lease Term as a result indirectly out of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-upHazardous Material existing on or discharged from the Premises which occurs prior to, remediation, removal during or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during after the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall which is not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customersguests, invitees, sublessees, or inviteesassigns.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Sublease (Exult Inc)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant Sublessee shall not cause or permit any substancethe escape, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environmentdisposal, or creates risks release of any hazardous materials, except as provided by law. Sublessee shall not allow the storage or use of such hazards or effects materials, nor allow to be brought upononto the subleased premises any such materials except to use in the ordinary course of Sublessee's business, kept or used in or about and then only after written notice is given to Sublessor of the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent identity of Landlordsuch materials and upon Sublessor's consent, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s may be withheld at Sublessor's sole and absolute discretion. Sublessor shall have the sole and absolute discretion to permit such materials to be brought onto and remain on the subleased premises. Sublessee's failure to comply with Sublessor's directions under this section shall constitute a breach of this Sublease. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of hazardous materials by Sublessee, that such itemsthen Sublessee shall be responsible for the reasonable costs thereof. In addition, Sublessee shall execute affidavits, representations and the quantities thereoflike from time to time at Sublessor's request concerning Sublessee's best knowledge and belief regarding the presence of hazardous materials on the subleased premises placed or released by Sublessee. Sublessee agrees to indemnify, are necessary defend and hold Sublessor harmless, from any damages and claims resulting from the release of hazardous materials on the subleased premises occurring while Sublessee is in possession, or materially useful to Tenant’s business and will be usedelsewhere if caused by Sublessee or persons acting under Sublessee. These covenants shall survive the expiration or earlier termination of the Sublease. For the purpose of this. Sublease "hazardous material" shall mean any pollutant, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materialstoxic substance, hazardous waste, toxic substances hazardous material, hazardous substance, or related materials, including without limitation, substances oil as defined as “hazardous substances,” “hazardous materials,” “toxic substances” in or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said lawsthe Resource Conservation and Recovery Act, including but not limited to as amended, the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; as amended, the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Federal Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local environmental law, statuteregulation, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinancesrule, or regulations relate to Hazardous Substances onby-law, underwhether existing as of the date hereof, previously enforced, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materialssubsequently enacted.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Sublease Agreement (Cyanotech Corp)
Hazardous Materials. The terms of this Article 40 supplement Article 1 of this Lease.
40.1 Tenant agrees that Tenant, its agents and contractors, licensees, or invitees shall not Handle any Hazardous Materials on, under, or about the Premises, without Landlord’s prior written consent (which consent shall not be unreasonably withheld as long as Tenant demonstrates and documents to Landlord’s reasonable satisfaction (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: such Hazardous Materials (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating necessary or useful to the Leased Premises as in effect and enforced as of the Commencement DateTenant’s business; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products will be used, kept, and stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit laws relating to any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be Hazardous Materials so brought upon, kept or used or kept in or about the Leased Premises; and (b) that Tenant will give all required notices concerning the presence in or on the Premises or the Project by Tenantrelease of such Hazardous Materials from the Premises) provided that Tenant may handle, its agentsstore, employees, contractors, licensees, customers, use or invitees, without the prior written consent dispose of Landlordcontaining small quantities of Hazardous Materials, which consent Landlord shall not withhold so long products are of a type customarily found in offices and households (such as Tenant demonstrates to Landlord’s satisfactionaerosol cans containing insecticides, in the exercise of Landlord’s sole and absolute discretiontoner for copies, that such itemspaints, paint remover, and the quantities thereoflike), are necessary provided further that Tenant shall Handle any such Hazardous Materials in a safe and lawful manner and shall not allow such Hazardous Materials to contaminate the Premises or materially useful the Building or the property upon which the Building is located (“Property”).
40.2 Tenant further agrees that Tenant will not permit any substance suspected of causing cancer or reproductive toxicity to come into contact with groundwater under the Premises or Property. Any such substance coming into contact with groundwater shall be considered a Hazardous Material.
40.3 Notwithstanding the provisions of Section 40.1, and subject to the terms and conditions hereof, Tenant may Handle Hazardous Materials, limited to the types, amounts, and use identified on Exhibit E attached hereto. Tenant hereby certifies to Landlord that the information provided by Tenant pursuant to this Article 40 is true, correct, and complete. Tenant’s business and will operations, and its handling, storage, use and disposal of Hazardous Materials shall at all times comply with all Environmental Laws. Tenant shall secure and abide by all permits necessary for Tenant’s operations on the Premises. Tenant shall give or post all notices required by all Environmental Laws. If Tenant shall at any time fail to comply with this Article 40, Tenant shall immediately notify Landlord in writing of such noncompliance.
40.4 Tenant shall provide Landlord with copies of any Material Safety Data Sheets (as required by the Occupational Safety and Health Act) relating to any Hazardous Materials to be used, kept and kept, or stored in a manner that complies with all Environmental Laws at or on the Premises, at least thirty (as defined below). 30) days prior to the first use, placement, or storage of such Hazardous Material on the Premises.
40.5 Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to not store hazardous wastes on the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, Premises for more than ninety (90) days; “hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” has the meaning given it by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq1976, as amended. Tenant shall not install any underground or above ground storage tanks on the Premises. Tenant shall not dispose of any Hazardous Material or solid waste on the Premises. In performing any alterations of the Premises permitted by this Lease, Tenant shall not install any Hazardous Material in the Premises without the specific written consent of Landlord.];
40.6 Any increase in the Clean Water Act, also known as premiums for necessary insurance on the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; Building or the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Property which arises from Tenant’s use and/or storage of Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments shall be borne solely by Tenant. Tenant shall procure and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right maintain at its sole expense such additional insurance as may be necessary to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together comply with any amendments requirement of any federal, state or regulations promulgated local governmental agency with jurisdiction.
40.7 If Landlord, in its sole discretion, reasonably believes that the Premises, the Building or the Property have become contaminated with Hazardous Materials that must be removed under the statutes cited above laws of the State in which the Premises is located or otherwise in breach of the provisions of this Lease, Landlord, in addition to its other rights under this Lease, may enter upon the Premises and obtain samples from the Premises, including without limitation the soil and groundwater under the Premises, for the purposes of analyzing the same to determine whether and to what extent the Premises, the Building or the Property have become so contaminated. Tenant shall reimburse Landlord for the costs of any other federalinspection, statesampling and analysis that discloses contamination for which Tenant is liable under the terms of this Lease. Tenant may not perform any sampling, testing, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains drilling to occupational health or industrial hygiene, and only to locate any Hazardous Materials on the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic MaterialsPremises without Landlord’s prior written consent.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws.
40.8 Without limiting the generality of the foregoingabove, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local lawsreimburse, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnifydefend, protect, defend indemnify and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) Entities harmless from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuriescosts and expenses, causes including without limitation, loss of actionrental income, judgmentsloss due to business interruption, and expenses which arise during attorneys fees and costs, arising out of or after in any way connected with the Lease Term as a result of the receivinguse, handling, usemanufacture, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Hazardous Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitationTenant, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal Tenant Entities or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, Tenant’s contractors on, under or about the Leased Premises including, without limitation, the costs of any required or necessary investigation, repair, cleanup or detoxification and the Projectpreparation of any closure or other required plans in connection herewith, whether voluntary or compelled by governmental authority. This indemnification by The indemnity obligations of Tenant under this Section shall survive the expiration or any termination of this Lease.
(d) If Tenant or its agents. At Landlord’s option, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take perform any required or necessary investigation, repair, cleanup, or detoxification of the Premises and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such actionProperty. In such eventcase, Landlord shall have the right, in its sole discretion, to approve all costs incurred by plans, consultants, and cleanup standards. Tenant shall provide Landlord on a timely basis with respect (a) copies of all documents, reports, and communications with governmental authorities; and (b) notice and an opportunity to such clean-up activities attend all meetings with regulatory authorities. Tenant shall be comply with all notice requirements and Landlord and Tenant agree to cooperate with governmental authorities seeking access to the Premises for the account purposes of sampling or inspection. No disturbance of Tenant’s use of the Premises resulting from activities conducted pursuant to this Section shall constitute an actual or constructive eviction of Tenant from the Premises. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at In the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within event that such cleanup extends beyond the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant’s obligation to pay rent (including additional rent and percentage rent, if any) shall continue until such cleanup is completed and any certificate of clearance or similar document has been delivered to Landlord. Rent during such holdover period shall be at market rent; if the parties are unable to agree upon the amount of such market rent, then Landlord shall have the option of (i) increasing the rent for the period of such holdover based upon the increase in the cost-of-living from the third month preceding the commencement date to the third month preceding the start of the holdover period, using such indices and assumptions and calculations as Landlord in its sole reasonable judgment shall determine are necessary; or (ii) having Landlord and Tenant each appoint a qualified MAI appraiser doing business in the area; in turn, these two independent MAI appraisers shall appoint a third MAI appraiser and the majority shall decide upon the fair market rental for Premises as of the expiration of the then current term. Landlord and Tenant shall equally share in the expense of this appraisal except that in the event the rent is found to be within fifteen percent (15%) of the original rate quoted by Landlord, then Tenant shall bear the full cost of all the appraisal process. In no event shall the rent be subject to determination or modification by any person, entity, court, or authority other than as set forth expressly herein, and in no event shall the rent for any holdover period be less than the rent due in the preceding period.
40.9 Notwithstanding anything set forth in this Lease, Tenant shall only be responsible for contamination of Hazardous Materials or any cleanup resulting directly therefrom, resulting directly from matters occurring or Hazardous Materials deposited (other than by contractors, agents or representatives controlled by Landlord) during the Term (as the same may be extended), and any other period of time during which Tenant or Tenant’s Entities are in actual or constructive occupancy of the Premises; provided, however, that in no event shall Tenant be responsible for contamination of Hazardous Materials resulting from the Handling of Hazardous Material by Landlord or contractors, agents or representatives controlled by Landlord, or any condition pre-existing Tenant’s taking possession of the Premises for any purpose. Tenant shall not be liable for any cost or expense related to removal, cleaning, abatement or remediation of Hazardous Materials existing in the Premises prior to the date Landlord tenders possession of the Premises to Tenant, including, without limitation, Hazardous Materials in the ground water or soil, except to the extent that any of the foregoing results directly or indirectly from any act or omission by Tenant or any Tenant Entity or any Hazardous Materials disturbed, distributed or exacerbated by Tenant or any Tenant Entity. For purposes of this Article 40, Tenant, not Landlord, shall have the burden to prove with reasonable and unequivocal documentation that such Hazardous Materials were in fact preexisting in the Premises prior to the date Landlord delivered possession of the Premises to Tenant. Tenant shall take reasonable precautions to prevent the contamination of the Premises with Hazardous Materials by third parties.
40.10 It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease if (a) the proposed assignee’s or sublessee’s anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Materials; (b) the proposed assignee or sublessee has been required by any prior landlord, lender, or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property if the contamination resulted from such assignee’s or sublessee’s actions or use of the property in question; or (c) the proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the use, disposal, or storage of a hazardous material.
40.11 Any of Tenant’s insurance insuring against claims of the type dealt with in this Article 40 shall be considered primary coverage for claims against the Property arising out of or under this Article 40.
40.12 In the event of (a) any transfer of Tenant’s interest under this Lease; or (b) the termination of this Lease, by lapse of time or otherwise, Tenant shall be solely responsible for compliance with any and all action required to be taken under then effective federal, state or local laws concerning (i) the Environmental Laws in order to surrender physical condition of the Leased Premises, Building, or the Property; or (ii) the presence of Hazardous Materials in or on the Premises, Building, or the Property (for example, the New Jersey Environmental Cleanup Responsibility Act, the Illinois Responsible Property Transfer Act, or similar applicable state laws), including but not limited to any reporting or filing requirements imposed by such portions Regulations. Tenant’s duty to pay any rent and additional rent shall continue until the obligations imposed by such Regulations are satisfied in full and any certificate of the Project which clearance or similar document has been delivered to Landlord.
40.13 All consents given by Landlord pursuant to this Article 40 shall be in writing and shall be attached as amendments to this Lease. If such consents are subject not attached to this Lease, to Landlord in a condition which would then such consents will be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or inviteesdeemed withheld.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as The Operations Consultancy Service Provider shall not bring in, keep or maintain any Hazardous Materials in the Facilities without the prior written consent of the Commencement Date: Owner and except:
(i) where stored in containers and in quantities normally associated with the Leased Premises are in compliance with all Environmental Laws (management, operation and maintenance of an underground storage facility such as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and Facilities;
(ii) except as disclosed normally and customarily used or required to Tenant be used in writing prior to connection with the execution management operation and maintenance of this Lease, no Toxic Materials are present in, on an underground storage facility such as the Facilities; or
(iii) for routine maintenance or under the Leased Premises or the Projectcleaning.
(b) Except for reasonable amounts of commercially available office and manufacturing products usedIn all such instances where the Operations Consultancy Service Provider is permitted to keep or maintain any Hazardous Materials in the Facilities pursuant to this Clause 3.14, stored and each Hazardous Material shall be handled, stored, treated, used or disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together accordance with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental LawsGood Industry Practice.
(c) Tenant The Operations Consultancy Service Provider shall be solely responsible for comply with its obligations under this Clause 3.14 in accordance with all Environmental Laws and the terms and conditions of all Authorisations applicable thereto and shall indemnify, protect, defend use all practicable and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred reasonable means to as the “Landlord Indemnitees”) from and against prevent any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during environmental Claims arising or after the Lease Term as a any circumstances arising likely to result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, in any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Leaseenvironmental Claims.
(d) If Tenant The Operations Consultancy Service Provider shall notify the Owner immediately upon becoming aware of the same, if there arises any Claim under any Environmental Law which is current or, to the Operations Consultancy Service Provider’s knowledge, pending or threatened against the Operations Consultancy Service Provider or the Owner, and that will have an adverse effect on the ability of the Operations Consultancy Service Provider to perform its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of obligations under this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by lawAgreement.
(e) Tenant shall The Operations Consultancy Service Provider shall, to the best of its knowledge and belief (having made all reasonable enquiries), immediately provide Landlord with telephonic noticeupon becoming aware of the same, which shall later be confirmed by written notice, notify the Owner of any and all accumulationsact, spillageomission, discharge, release and disposal of Toxic Materials, onto event or within circumstance which could form the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free basis of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required Claim against it under any Environmental Laws; (iii) take any necessary remedial action if Law and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.that will have an adverse effect on the ability of the Operations Consultancy Service Provider to perform its obligations under this Agreement
Appears in 1 contract
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of During the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution term of this Lease, no Toxic Materials are present Tenant shall comply with statutes, ordinances, rules, orders, regulations and requirements of the federal, state, county and city governments and all departments thereof applicable to the presence, storage, use, maintenance and removal of asbestos, PCB transformers, other toxic, hazardous or contaminated substances and underground storage tanks (collectively, “Hazardous Materials”) in, on or under about the Leased Premises Premises, which presence, storage, use, maintenance or removal is caused or permitted by Tenant. In no event shall the Projectaforesaid be construed to mean that Landlord has given or will give its consent or that Tenant need not obtain Landlord's consent prior to Tenant’s storing, using, maintaining or removing hazardous materials in, on or about the Premises. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, President By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Vice President General Counsel, Corporate Secretary Amended and Restated Office Lease – Exhibit “A”
1. In the event of any conflict between the terms of these rules and regulations and the express provisions of the Lease, the express, applicable provisions of the Lease shall control. Landlord reserves the right, without the approval of Tenant, to rescind, add to and amend any rules or regulations, to add new reasonable rules or regulations and to waive any rules or regulations. Tenant shall provide a copy of these rules and regulations to each of its employees to facilitate compliance with these standards.
(b) Except 2. Tenant shall not place, or cause or allow to be placed, any sign, notice or lettering whatsoever, in about or on the exterior of the Premises, except in and at such places as may be designated by Landlord and consented to by Landlord in writing, which consent shall not be unreasonably withheld or delayed. Any such sign, notice or lettering so placed without such consent may be removed by Landlord without notice and at the expense of Tenant.
3. All waste, paper, refuse and garbage shall be deposited by Tenant only in those containers provided by Tenant, or, if applicable, by Landlord, to be located in areas designated by Landlord.
4. Tenant shall not place, or cause to be placed, any satellite dish, communications equipment, computer or microwave receiving equipment, antennae or other similar equipment about or on the exterior of the Premises. Any such equipment so placed may be removed by Landlord without notice to and at the expense of Tenant.
5. Canvassing, soliciting or peddling on the Premises is prohibited and Tenant shall cooperate reasonably to prevent same.
6. Landlord shall the right to exclude any person from the Premises, and any person on the Premises will be subject to identification by employees and agents of Landlord. If Tenant desires additional security service for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulationsthe Premises, Tenant shall have the right to obtain such additional service at Tenant’s sole cost and expense. Tenant shall keep the doors to unattended areas locked and shall otherwise exercise reasonable precautions to protect property from theft, loss or damage. Landlord shall not cause be responsible for the theft, loss or damage of any property. In case of invasion, mob, riot or public incitement, the Landlord reserves the right to prevent access to the Premises during the continuance of same by taking measures for the safety of Tenant and property or persons in or on the Premises.
7. Only workmen employed, designated, or approved by Landlord, which approval shall not be unreasonably withheld, may be employed for repairs, installations, alterations, painting, material moving or other similar work that may be done in or on the Premises. Amended and Restated Office Lease – Exhibit “B”
8. Tenant shall not bring or permit to be brought or kept in or on the Premises any flammable, combustible, corrosive, caustic, or explosive substance, materialor firearms, waste except for those required for Tenant’s primary business and approved in writing by the Landlord.
9. Tenant shall not ▇▇▇▇, paint, drill into, or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects deface any part of the environmentPremise. No boring, driving of nails or creates risks screws, cutting or stringing of any such hazards or effects to wires shall be brought uponpermitted, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without except with the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, be unreasonably withheld.
10. No additional bolts or locks of any kind shall be placed on any door in the exercise of Landlord’s sole Premises and absolute discretion, that such items, and the quantities thereof, are necessary no lock on any door therein shall be changed or materially useful to Tenant’s business and will be used, kept and stored altered in a manner that complies with all Environmental Laws (as defined below)any respect. Tenant shall complynot make duplicate keys. All keys shall be returned to Landlord upon termination of this Lease. Landlord may at all times keep a pass key to the Premises. All entrance doors to the Premises shall be left closed at all times and left locked when Premises are not in use.
11. Tenant shall give immediate notice to Landlord in the case of known theft, at its sole costunauthorized solicitation or accident on the Premises, of known defects therein or in any fixtures, and of any known emergency on the Premises.
12. No animals shall be brought or kept in or on the Premises, with the exception of guide dogs accompanying handicapped persons.
13. No portion of the Premises shall at any time be used or occupied as sleeping or lodging quarters.
14. Tenant shall at all federaltimes use, state maintain and local lawsoccupy the Premises in a careful, statutessafe, ordinancesproperty and lawful manner, codesand keep the Premises and its appurtenances in a clean and safe condition.
15. Tenant shall keep all glass in the doors and windows of the Premises clean and in good repair. Glass breakage shall be repaired at Tenant’s expense.
16. Tenant shall not hold any auction, regulations fire, bankruptcy, or other type of sale in or on the Premises.
17. The toilet rooms, urinals, wash bowls and orders relating other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein. The expenses of breakage, stoppage or damage resulting from violation of this rule shall be borne by Tenant.
18. All Tenant modifications resulting from alterations or physical additions in or to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release Premises must conform to all applicable building and disposal fire codes. Tenant shall obtain written approval from the Landlord prior to commencement of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic such modifications and shall deliver as-built plans to Landlord upon completion. Amended and Restated Office Lease – Exhibit “B”
19. Any vehicle improperly parked or radioactive materials, hazardous waste, toxic substances parked in any unauthorized parking area on the Premises shall be towed at the vehicle owner’s expense and without further or related materialsadditional notice.
20. Persons using the parking areas on the Premises do so at their own risk. Landlord specifically disclaims all liability for any personal injury incurred by users of the parking areas on the Premises, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its users’ agents, employees, representativesfamily, directors and officers (collectively hereinafter referred to friends, guests or invitees, or as the “Landlord Indemnitees”) from and against a result of damage to, theft of, or destruction of any and all claimsvehicle or contents thereof, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release operation or disposal parking of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present vehicles in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Projectparking areas. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Amended and Restated Office Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.– Exhibit “B” Exhibit “C”
Appears in 1 contract
Hazardous Materials. (a) Landlord represents and warrants Tenant shall have no obligation to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating make any repairs, alterations or improvements to the Leased Premises or incur any costs or expenses whatsoever as in effect and enforced as a result of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution existence of this Lease, no Toxic Hazardous Materials are present in, on or under at the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any unless such hazards or effects to be brought upon, kept or used in or about Hazardous Materials are placed on the Leased Premises or as a result of the Project by act of Tenant, its employees, agents, employeesrepresentatives, contractorscontractors or vendors after the date hereof, licensees, customers, or invitees, without after the prior written consent of Landlord, which consent date hereof. Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for any changes to the Leased Premises relating to Hazardous Materials required by any present or future laws, ordinances and shall indemnifyregulations of any governmental authority, protectinsurance carrier or any similar body, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as unless such Hazardous Materials are placed on the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term Leased Premises as a result of the receivingact of Tenant, handlingits employees, useagents, storagerepresentatives, accumulation, transportation, generation, spillage, migration, discharge, release contractors or disposal of Toxic Materials in, upon vendors after the date hereof. In the event Tenant should desire to make any additions or about improvements to the Leased Premises and is forced to incur any identifiable charges or expenses arising as a result of Hazardous Materials (not placed on the ProjectLeased Premises after the date hereof as a result of the act of Tenant, by Tenant or its employees, agents, employeesrepresentatives, contractors, licensees, customers contractors or invitees. This indemnification of vendors after the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere date hereof) in, on, under or about at the Leased Premises and which would not have otherwise been incurred with respect to such measures, Landlord shall be fully responsible for and shall reimburse Tenant for such expenses. Base Rent, Additional Rent and all other amounts payable by Tenant under this Lease shall ▇▇▇▇▇ if as a result of the presence of any Hazardous Materials of the Leased Premises or any Hazardous Materials Claim (not arising as a result of the Projectact of Tenant, its employees, agents, representatives, contractors or vendors after the date hereof after the date hereof), Tenant may not use the Leased Premises for the conduct of Tenant's business. This indemnification Landlord shall indemnify and hold Tenant harmless on demand from and against all liabilities, costs, damages and expenses which Tenant may incur (including, without limitation, attorneys' and consultants' fees and disbursements) as the result of the presence of Hazardous Materials (not placed on the Leased Premises after the date hereof as of the result of the act of Tenant, its employees, agents, representatives, contractors or vendors after the date hereof) or pursuant to any Environmental Law, including, without limitation, claims, proceedings, enforcement, cleanups, removals or other actions of any governmental entity or any third party against or with respect to the Leased Premises relating to, arising out of or attributable to the presence, use, generation, storage, release, threatened release, discharge, transportation, or disposal of Hazardous Materials (not placed on the Leased Premises after the date hereof as a result of the act of Tenant, its employees, agents, representatives, contractors or vendors after the date hereof) (collectively, "Hazardous Materials Claims"), or -------------------------- in enforcing the provisions of this Article 28 and Tenant may offset all such liabilities, costs, damages and expenses against Base Rent, Additional Rent and all other amounts payable by Tenant under this Section Lease. The foregoing indemnity of Landlord in favor of Tenant in this Article 28 shall survive be limited in its application to those items set forth in Schedule 5.16 of the termination Asset Contribution and Exchange Agreement, dated as of this Lease.
January 25, 1999, among Tenant, Kelco Industries, Inc., Landlord, individually and as Trustee of the ▇▇▇▇ ▇. ▇▇▇▇▇ 1997 Annuity Trust and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (dthe "Asset Agreement") If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the same manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord --------------- and extent as the indemnification obligations of Seller (as defined in the Asset Agreement) and the Shareholders (as defined in the Asset Agreement) are limited in Section 12.4(a) of the Asset Agreement with respect to such clean-up activities items set forth on Schedule 5.16 of the Asset Agreement; however, there shall be for no time limit with respect to the account indemnification obligations of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of under this Lease. Except as limited in the preceding sentence, Tenant there are no other limitations upon the indemnification obligations of Landlord provided for in this Lease and the limitation in the preceding sentence shall take any and all action required have no application to be taken under the Environmental Laws indemnification obligations of Landlord in order their application to surrender the Leased Premises, including such portions items not set forth in Schedule 5.16 of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or inviteesAsset Agreement.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Lease (Medsource Technologies Inc)
Hazardous Materials. (a) Landlord represents Throughout the Term, Tenant and warrants Tenant's employees, agents, invitees, licensees, and contractors shall not cause, permit, or allow any substances, chemicals, materials, or pollutants (whether solid, liquid, or gaseous) deemed to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on be toxic or under the Leased Premises hazardous or the Project.
(b) Except for reasonable amounts manufacture, storage, transport, or disposal of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is regulated, governed, restricted, or becomes regulated prohibited by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic agency or otherwise adversely affects any part of the environmentauthority, or creates risks of under any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statuteordinance, ordinancerule, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only related to the extent that the occupational health or industrial hygiene lawsenvironment, ordinanceshealth, or regulations relate safety (collectively, “Environmental Laws”), including, without limitation, any oil, gasoline, petroleum, petroleum by-products, hazardous substances, toxic substances, hazardous waste, asbestos, or asbestos containing materials (collectively, “Hazardous Materials”) to Hazardous Substances be handled, placed, stored, dumped, released, manufactured, used, transported, or located on, in, under, or about the PropertyPremises; provided, or the regulation or protection however, Tenant shall be permitted to use and otherwise handle minor quantities of such Hazardous Materials as are ordinarily and typically used and handled as part of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein Permitted Use so long as the “Environmental Laws”). Such materials such Hazardous Materials are used and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the handled in accordance with all Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before Upon the expiration or earlier termination of this Lease, Tenant shall, at Tenant's sole cost and expense, remove all Hazardous Materials from the Premises except to the extent placed thereon by Landlord.
(b) Tenant shall take give Landlord immediate written notice of any and all action required problem, spill, discharge, threatened discharge, or discovery of any Hazardous Materials or claim thereof. If such problem, spill, discharge, threatened discharge, or discovery was caused by Tenant or any of Tenant's employees, agents, contractors, invitees, guests, or licensees, then such notice shall include a description of measures proposed to be taken under by Tenant to contain and/or remediate the release of such Hazardous Materials and any resultant damage to or impact on property, persons, and/or the environment (which term includes, without limitation, soil, surface water, or groundwater). Upon Landlord's approval and at Tenant's own cost and expense, Tenant shall promptly take all steps necessary to clean up and remediate any release of such Hazardous Materials, 11 [initials of signatories] [initials of signatories] comply with all Environmental Laws in order Laws, and otherwise report and/or coordinate with Landlord and all appropriate governmental agencies.
(c) Tenant shall indemnify, release, defend (with counsel reasonably acceptable to surrender the Leased PremisesLandlord), including such portions and hold Landlord and Landlord's agents, affiliates, representatives, officers, and employees harmless from and against all Liabilities (as defined below) suffered by, incurred by, or assessed against Landlord and/or Landlord's agents, affiliates, representatives, officers, and employees, whether incurred as a result of legal action taken by any governmental entity or agency, taken by any private claimant or taken by Landlord, as a result of the Project which are subject to this Leasepresence, to Landlord in a condition which would be completely free disturbance, discharge, release, removal, or cleanup of any and all Toxic Hazardous Materials caused or permitted to be in on, in, upon, or about the Leased Premises or (except to the Project extent placed thereon by TenantLandlord, its agents, servants, employees or contractors), and/or other off-site property if caused directly or indirectly, in whole or in part, by the acts or omissions of Tenant or Tenant's agents, employees, contractors, licensees, customersrepresentatives, or invitees.
(g) With regard to any Toxic Materials in, on, . Tenant's obligations and liabilities under this Section 22 shall survive the expiration or about the Leased Premises or the Project (i) prior to the commencement earlier termination of this Lease or Lease. “Liabilities” means all liabilities, expenses, demands, damages (ii) that have been spilledincluding punitive, dischargedexemplary, or disposed on the Leased Premises or the Project by Landlordand consequential damages), its agentscosts, employees or contractorslosses, or any Toxic Materials generated by Landlordcauses of action, Landlord shall (i) bear all financial claims, attorneys' fees, other professional fees, penalties, fines, assessments, and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materialscharges.
Appears in 1 contract
Sources: Lease (Arotech Corp)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as shall not use, dispose of or otherwise allow the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as release of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic any Hazardous Materials are present in, on or under the Leased Premises or Premises, the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products usedBuilding, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface waterany adjacent property, or land in any improvements thereto, thereon or therein, except that the use of Hazardous Materials associated with ordinary and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials are permitted if used in accordance with applicable law. As used herein, the term “Hazardous Materials” includes any substance, waste or material defined or designated as hazardous, toxic or dangerous (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain or any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(csimilar term) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency statute, regulation, rule or political subdivision because of Toxic Materials present ordinance now or hereafter in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Projecteffect. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take comply with all statutes, regulations and ordinances, and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to Tenant’s, its agents’, employees’, or contractors’ use, collection, treatment, disposal, storage, control, removal or cleanup of Hazardous Materials in, on or under the Premises, the Building, the Property or any adjacent property, or incorporated in any improvements thereto, thereon or therein, at Tenant’s expense. After notice to Tenant and all action necessary a reasonable opportunity for Tenant to clean-up effect such contamination in the manner required by law. If Tenant fails to take such actioncompliance, Landlord may, but shall not be obligated to, enter upon the Premises and take such actionactions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest in the Premises. In However, Landlord shall not be obligated to give Tenant notice and an opportunity to effect compliance if (i) such eventdelay might result in material adverse harm to Landlord, the Premises, the Building or the Property; (ii) Tenant has already had actual knowledge of the situation and a reasonable opportunity to effect compliance, or (iii) Landlord reasonably believes that an emergency exists. Whether or not Tenant has actual knowledge of the release of Hazardous Materials on the Premises, the Building, the Property or any adjacent property as the result of Tenant’s use of the Premises, the Building or the Property, Tenant shall reimburse Landlord for the reasonable amount of all costs and expenses incurred by Landlord with respect relating to such clean-up activities shall be for the account of TenantHazardous Materials or in connection with such compliance activities. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall notify Landlord immediately provide of any release of any Hazardous Materials on the Premises of which Tenant is aware. Tenant agrees to indemnify and hold harmless Landlord with telephonic notice, which shall later be confirmed by written notice, of against any and all accumulationslosses, spillageliabilities, dischargesuits, release obligations, fines, damages, judgments, penalties, claims, charges, cleanup costs, remedial actions, costs and disposal of Toxic Materialsexpenses (including, onto without limitation, attorneys’ and other professional fees and disbursements) that may be imposed on, incurred or within paid by, or asserted against Landlord, the Leased Premises Premises, the Building, or the ProjectProperty by reason of, and or in connection with (i) any injuries misrepresentation, breach of warranty or damages relating directly other default by Tenant under this Section 6.2; (ii) the acts or indirectly therefrom.
omissions of Tenant, its officers, contractors, subcontractors, licensees, agents, servants, employees, guests, invitees or visitors, or any assignee or sublessee or other person for whom Tenant would otherwise be liable, resulting in the release of any Hazardous Materials; or (fiii) On the use, disposal or before storage of any Hazardous Materials on the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused Property or permitted to be in or about the Leased Premises or the Project Building by Tenant, its agents, employees, or contractors, licensees, customers, . All of Tenant’s obligations and liabilities under this Section 6.2 shall survive expiration or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement other termination of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project and shall be separately enforceable by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Assignment and Assumption of Lease (Atossa Genetics Inc)
Hazardous Materials. Except for ordinary and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as some or all of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (which may constitute "Hazardous Materials" as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations), Tenant shall agrees not to cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises Premises, the Building, the Common Areas or any other portion of the Project by Tenant, its agents, employees, contractorssubtenants, assignees, licensees, customerscontractors or invitees (collectively, or invitees"Tenant's Parties"), without the prior written consent of Landlord, which consent Landlord shall not may withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Concurrently with the execution of this Lease, that such itemsTenant agrees to complete and deliver to Landlord an Environmental Questionnaire in the form of Exhibit "G" attached hereto. Upon the expiration or earlier termination of this Lease, Tenant agrees to promptly remove from the Premises, the Building and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyProject, at its sole costcost and expense, with any and all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsHazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, in, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the PropertyPremises, the Building and/or the Project or any portion thereof by Tenant or any of Tenant's Parties. To the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord's partners, officers, directors, employees, representativesagents, directors property managers, asset managers, successors and officers assigns (collectively hereinafter referred to as the “collectively, "Landlord Indemnitees”Indemnified Parties") from and against any and all claims, costsdamages, judgments, suits, causes of action, losses, liabilities, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, expenses and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includescosts (including, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediationremoval, removal remediation and restoration costs, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees and court costs) which arise or restoration work required by any federalresult from the presence of Hazardous Materials on, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises Premises, the Building or any other portion of the Project. This indemnification Project and which are caused or permitted by Tenant under this Section shall survive or any of Tenant's Parties. Tenant agrees to promptly notify Landlord of any release of Hazardous Materials in the termination Premises, the Building or any other portion of the Project which Tenant becomes aware of during the Term of this Lease.
(d) If , whether caused by Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except persons or entities. In the event of any release of Hazardous Materials caused or permitted by Tenant or any of Tenant's Parties, Landlord Indemnitees) causes contamination shall have the right, but not the obligation, to cause Tenant to immediately take all steps Landlord deems necessary or deterioration appropriate to remediate such release and prevent any similar future release to the satisfaction of water or soil resulting in a level of contamination greater than the maximum levels established from time to time Landlord and Landlord's mortgagee(s). At all times during the term Term of this Lease, Landlord will have the right, but not the obligation, to enter upon the Premises to inspect, investigate, sample and/or monitor the Premises to determine if Tenant is in compliance with the terms of this Lease by regarding Hazardous Materials. As used in this Lease, the term "Hazardous Materials" shall mean and include any governmental authority having jurisdiction over such contaminationhazardous or toxic materials, then Tenant shall promptly take substances or wastes as now or hereafter designated under any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord maystatute, but shall not be obligated toordinance, take such action. In such eventrule, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlordregulation, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, order or ruling of any agency of the State, the United States Government or any local governmental authority, including, without limitation, asbestos, petroleum, petroleum hydrocarbons and all accumulationspetroleum based products, spillageurea formaldehyde foam insulation, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Projectpolychlorinated biphenyls ("PCBs"), and any injuries or damages relating directly or indirectly therefrom.
(ffreon and other chlorofluorocarbons. The provisions of this Subparagraph 8(c) On or before will survive the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Lease Agreement (Softlink Inc)
Hazardous Materials. (a) Landlord Lessee warrants and represents that during the term hereof, and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Leaseany extensions thereof, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant Lessee shall not cause or permit use the Premises in any substance, material, waste or item which is or becomes regulated by manner that would be in violation of any federal, state, regional state or local governmental authority because it is in any way hazardouslaw, toxicordinance or regulation relating to environmental conditions on, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in under or about the Leased Premises or the Project by TenantProperty, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord including but not limited to soil and groundwater conditions. Lessee shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storagegenerate, accumulationmanufacture, transportationproduce, generationstore or dispose of on, spillage, migration, discharge, release and disposal of under or about the Premises any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, flammable materials, explosives, asbestos, radioactive materials, hazardous wastes, toxic substances defined or related injurious materials, whether injurious by themselves or in combination with other materials, other than such materials as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in may be necessary for Lessee’s normal operations on the regulations adopted in publications promulgated pursuant to said laws, including but Premises. Lessee shall not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments dispose of or regulations promulgated under permit the statutes cited above and disposal of any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains hazardous materials into the sewer system serving the Premises. Lessee agrees to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord Lessor, its officers, directors, principals, employees and its agents, employeesand any successors to Lessor, representativestheir directors, directors officers, principals, employees and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) agents, harmless from and against any and all claimsliability, costs, penalties, fines, losses, liabilities, attorneys’ fees, including without limitation (1) all foreseeable and unforeseeable consequential damages, injuriesdirectly or indirectly arising from the use, causes generation, storage or disposal of actionhazardous materials by Lessee, judgmentsits agents, contractors, patrons, subtenants or assignees on the Premises; and expenses which arise during (2) the cost of any required or necessary repair, cleanup or detoxification or remediation and the preparation of any closure or other required plans, whether such action is required or necessary before or after the Lease Term as a result termination of the receivingterm hereof, handlingto the full extent that such liability is attributable, directly or indirectly, to the presence or use, generation, storage, accumulationrelease, transportation, generation, spillage, migration, discharge, threatened release or disposal of Toxic Materials inhazardous materials by Lessee, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licenseespatrons, customers subtenants or inviteesassignees on the Premises during the term hereof. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section indemnity shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by lawhereof.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Lease Agreement (Coast Bancorp/Ca)
Hazardous Materials. Except for ordinary and general office supplies typically used in the ordinary course of business within office buildings, such as copier toner, liquid paper, glue, ink and common household cleaning materials (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as some or all of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (which may constitute "Hazardous Materials" as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products which items must be used, stored and disposed of in strict compliance with all applicable local, state and federal statutes, orders, ordinanceslaws, rules and regulationsregulations relating to Hazardous Materials, Tenant shall agrees not to cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises Premises, the Building, the Common Areas or any other portion of the Project Development by Tenant, its agents, employees, contractorssubtenants, assignees, licensees, customerscontractors or invitees (collectively, or invitees"Tenant's Parties"), without the prior written consent of Landlord, which consent Landlord shall not may withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Upon the expiration or earlier termination of this Lease, that such itemsTenant agrees to promptly remove from the Premises, the Building and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyDevelopment, at its sole costcost and expense, with any and all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsHazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, in, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the PropertyPremises, the Building and/or the Development or any portion thereof by Tenant or any of Tenant's Parties. To the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord's partners, officers, directors, employees, representativesagents, directors property manager, successors and officers assigns (collectively hereinafter referred to as the “collectively, "Landlord Indemnitees”Indemnified Parties") from and against any and all claims, costsdamages, judgments, suits, causes of action, losses, liabilities, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, expenses and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includescosts (including, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.,
Appears in 1 contract
Hazardous Materials. (a) Landlord represents Contractor shall not, nor shall it permit or allow any Subcontractor or Sub-subcontractor to, bring any Hazardous Materials on the Site and warrants shall bear all responsibility and liability for such materials; provided, however, that Contractor may bring onto the Site such Hazardous Materials as are necessary to Tenant that perform the Work so long as the same is done in compliance with Applicable Law, Applicable Codes and Standards, and the requirements specified in Attachment J, and Contractor shall remain responsible and liable for all such Hazardous Materials. If Contractor or any Subcontractor or Sub-subcontractor encounters Pre-Existing Hazardous Materials at the Site, Contractor and its Subcontractors and Sub-subcontractors shall immediately stop Work in the affected area and notify Owner. Contractor and its Subcontractors and Sub- subcontractors shall not be required to Landlord’s actual knowledge and as of the Commencement Dateresume Work in connection with such Pre-Existing Hazardous Materials or in any area affected thereby until Owner has: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Dateobtained any required permits or other approvals related thereto; and (ii) except as disclosed delivered to Tenant in writing prior to Contractor a written notice (x) specifying that any affected area is or has been rendered suitable for the execution resumption of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of Work in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause Applicable Law or permit (y) specifying any substance, material, waste or item special conditions under which is or becomes regulated by such Work may be resumed in compliance with Applicable Law. To the extent that any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise such suspension adversely affects any part Contractor’s or its Subcontractors’ or Sub-subcontractors’ cost or time for performance of the environmentWork in accordance with the requirements of this Agreement, or creates risks of any such hazards or effects Contractor shall be entitled to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated an appropriate Change Order pursuant to said lawsSection 6.2A.8. If under such circumstances Contractor or any of its Subcontractors or Sub-subcontractors fail to stop Work and notify Owner, including but not limited Contractor shall be responsible and liable to the Comprehensive Environmental ResponseOwner in accordance with Section 17.1B for all damages, Compensation costs, losses and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only expenses to the extent that the occupational health or industrial hygiene lawsrelating to such failure, ordinances, or regulations relate subject to Hazardous Substances on, under, or about the Property, or the regulation or protection an aggregate cap of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use [***] U.S. Dollars (collectively referred to herein as the “Environmental Laws”). Such materials U.S.$[***]) and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
Owner hereby releases Contractor Indemnified Parties (c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions the Work, the Train 3 Work, the Train 4 Work and the Train 5 Work), its Subcontractors or Sub-subcontractors (in connection with the Work) and any cleansubcontractors and sub-upsubcontractors of Contractor (in connection with the Train 3 Work, remediationthe Train 4 Work and the Train 5 Work) from any such liability in excess thereof. For the avoidance of doubt, removal or restoration work required by any federalsuch liability of Contractor under this Agreement, state or local governmental agency or political subdivision because of Toxic Materials present the Train 3 EPC Agreement, the Train 4 EPC Agreement and the Train 5 EPC Agreement shall not exceed [***] U.S. Dollars (U.S.$[***]) in the soiltotal cumulative aggregate under the Train 3 EPC Agreement, subsoilsthe Train 4 EPC Agreement, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under Train 5 EPC Agreement and this Section Agreement and Owner’s release above shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect similarly apply to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by lawcumulative aggregate.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.”
Appears in 1 contract
Hazardous Materials. (a) Landlord represents LESSOR hereby represents, warrants and warrants to Tenant agrees that to Landlord’s actual knowledge and as of the Commencement Date: (i) all operations or use of the Leased Premises are Space or any portion thereof (except LESSOR shall not be responsible for the operations or use of LESSEE) shall at all times during the Term be in full compliance with all Environmental Laws (as defined below) laws then governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; Hazardous Materials, and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere Material discovered in, on, under or about the Leased Premises Space during or after the ProjectTerm (which hazardous material was not released by any act or omission of LESSEE), required to be remediated under applicable laws or standards governing the health and safety of LESSEE's employees or invitees, LESSOR shall at its sole expense (a) promptly commence and diligently prosecute to completion remediation thereof in compliance with all laws; and (b) indemnify, defend and hold LESSEE harmless from all claims and damages asserted by any governmental agency or by adjacent and successor landowners or other lessees or third parties arising therefrom. This The foregoing indemnification by Tenant under this Section and responsibilities of LESSOR shall survive the termination or expiration of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with With respect to such clean-up activities shall be for the account any Hazardous Material released by an act or omission of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any LESSEE and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials discovered in, on, under or about the Leased Premises Space during or after the Project (i) prior Term, LESSEE agrees to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold LESSOR harmless Tenant from and against any and all claims caused and damages asserted by such Toxic Materialsany governmental agency or by adjacent and successor landowners or other lessees or third parties arising therefrom; provided, that, LESSEE shall not in any event be required to indemnify, defend or hold LESSOR harmless for decontamination or other cleanup of its Leased Space unless and to the extent required in respect of oil or other Hazardous Materials released by an act or omission of LESSEE and LESSEE shall not be liable to or be required to indemnify LESSOR for claims and damages arising merely as a result of LESSEE'S status as a tenant, occupant or operator of the Leased Space.
Appears in 1 contract
Sources: Hangar and Office Lease (Republic Airways Holdings Inc)
Hazardous Materials. (ai) Landlord represents and warrants to Tenant that to the best of Landlord’s actual knowledge there will be no Hazardous Materials in violation of applicable Requirements (i) in the 9th and as of 10th Floor Premises or the Building on the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and , (ii) except as disclosed to Tenant in writing prior to Tenant’s Roof Deck Area on the execution of this Leasedelivery thereof with the Secondary Base Building Roof Work and Tenant’s Roof Deck Work Substantially Complete), no Toxic Materials are present in, or (iii) in the Expansion Premises on or under the Leased Expansion Premises or the ProjectCommencement Date.
(bii) Except for reasonable amounts of commercially available office Notwithstanding anything to the contrary contained herein, if in connection with any future approved Alterations, Requirements mandate that Hazardous Materials (defined as same on the date hereof) be abated, removed, encapsulated or remediated from within the Premises or Tenant’s Roof Deck Area and manufacturing products usednot core areas or areas around columns that are not typically accessible by tenants in connection with Alterations, stored Landlord shall, at its sole (but reasonable) cost and disposed of in compliance with all applicable localexpense, state perform such work as it deems necessary and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated as required by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Governmental Authority after notice (a “HazMat Work Notice”) from Tenant thereof to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to comply with Requirements (“Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined belowHazMat Work”). Tenant shall complyuse commercially reasonable efforts to minimize the extent of such abatement. In the event Landlord is required to perform Landlord’s HazMat Work as aforesaid, Landlord shall diligently perform the same (using overtime work) at a time to be mutually agreed upon by Landlord and Tenant. Tenant will afford Landlord and its employees, contractors and agents access to the Premises at all reasonable times for the performance of Landlord’s HazMat Work and for the storage of materials reasonably required in connection therewith, and Tenant will avoid any unreasonable interference by any Tenant Party with the performance of such work. Upon Landlord’s request, all Tenant Parties shall vacate the Premises during the performance of Landlord’s HazMat Work (and Landlord shall not be obligated to perform Landlord’s HazMat Work if any Tenant Party fails to do so) and Tenant shall, at its Landlord’s sole costcost and expense, remove or relocate Tenant’s Property in the Premises during the performance of Landlord’s HazMat Work so as not to unreasonably interfere with all federalthe performance of Landlord’s HazMat Work and to protect same against damage or loss during the performance of Landlord’s HazMat Work (and Landlord shall not be obligated to perform Landlord’s HazMat Work if any Tenant Party fails to do so). Except as otherwise specifically set forth herein, state there shall be no Rent abatement or allowance to Tenant or a diminution of rental value, no actual or constructive eviction of Tenant, in whole or in part, no relief from any of Tenant’s other obligations under this Lease, and local lawsno liability on the part of Landlord, statutesby reason of inconvenience, ordinancesdelay, codes, regulations and orders relating annoyance or injury to business or to Tenant’s installations (or the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal performance of Alterations) or Tenant’s Property in the Premises arising from the performance of Landlord’s HazMat Work or the storage of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and materials in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Lawsconnection therewith.
(ciii) In furtherance of Landlord’s obligations set forth in Section 5.1(d)(ii) above with respect to the Premises, if Tenant is prevented from conducting its business in the entire Premises or performing approved work and/or obtaining a required permit therefor (and Tenant shall be solely responsible for and shall indemnifynot actually conduct business in the Premises or does not actually perform such work, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”applicable) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of required Landlord’s HazMat Work, no Event of Default then exists, the receivingHazardous Materials required to be removed were not introduced by Tenant (or anyone acting by or through Tenant), handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal and Landlord shall fail to substantially complete such HazMat Work within three (3) Business Days after receipt of Toxic Materials in, upon or about the Leased HazMat Work Notice (subject to Unavoidable Delay and/or Tenant Delay) and notice that Tenant is unable to conduct business in the entire Premises or perform (or to obtain required permit(s) for) approved work as the Projectresult of such (the “HazMat Work Abatement Date”), by then, as Tenant’s sole and exclusive remedy therefor, Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present shall receive a credit against Fixed Rent in the soilamount equal to one (1) day of then Fixed Rent for the Premises per day for each day after the Landlord’s HazMat Work Abatement Date that Tenant is not occupying the Premises for the conduct of business until the Landlord’s HazMat Work is Substantially Complete or Tenant occupies the Premises for the conduct of business. If, subsoilshowever, ground water Tenant shall continue to conduct business or elsewhere in, on, under or about perform work in the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over period when such contaminationLandlord’s HazMat Work is required, then Tenant shall promptly take not receive any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by lawcredit against Fixed Rent attributable thereto.
(eiv) Notwithstanding anything to the contrary contained herein, if Tenant shall immediately provide only be prevented from conducting business or performing Alterations, as applicable, in a portion of the Premises (as opposed to the entire Premises) as a result of required Landlord’s HazMat Work, then if Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto not substantially complete such Landlord’s HazMat Work on or within prior to the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this LeaseHazMat Work Abatement Date, Tenant shall take any be entitled to receive, as Tenant’s sole and all action required exclusive remedy therefor, the credit against Fixed Rent to which Tenant would be taken under entitled pursuant to Section 5.1(d)(iii) above, provided that the Environmental Laws in order to surrender same shall be prorated by multiplying the Leased Premisesaggregate amount thereof by a fraction, including such portions the numerator of which shall be the rentable square footage (“RSF”) of the Project portion of the Premises then leased by Tenant and affected by the applicable violation and the denominator of which are subject to this Lease, to Landlord in a condition which would shall be completely free the total RSF of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project then leased by Tenant. If, its agentshowever, employeesTenant shall continue to conduct business or perform Tenant’s Work in the applicable portion of the Premises during the period when such Landlord’s HazMat Work is required, contractors, licensees, customers, or inviteesthen Tenant shall not receive any credit against Fixed Rent attributable thereto.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Lease Agreement (2U, Inc.)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant A. HAZARDOUS MATERIALS GENERALLY PROHIBITED. Subtenant shall not cause transport, use, store, maintain, generate, process, treat, manufacture, handle, dispose, manage, release, discharge, spill or permit leak any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws "Hazardous Material" (as defined below), or permit Subtenant's employees, agents, contractors, or other occupants of the Premises to engage in such activities on or about the Property. Tenant However, the foregoing provisions shall complynot prohibit the transportation to and from, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulationmaintenance and handling within, transportationthe Premises of substances customarily and lawfully used in the business which Subtenant is permitted to conduct in the Premises under this Sublease, generation, spillage, migration, discharge, release but only as an incidental and disposal minor part of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local lawssuch business, and provided: (i) such substances shall be properly labeled, contained, used and stored only in small quantities reasonably necessary for such permitted use of the regulations adopted Premises and the ordinary course of Subtenant's business therein, strictly in publications promulgated pursuant to said lawsaccordance with applicable Laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygienehighest prevailing standards, and only the manufacturers' instructions therefor, and as Landlord shall reasonably require, (ii) Subtenant shall provide Landlord with ten (10) days advance notice and current Material Safety Data Sheets ("MSDSs") therefor, and Landlord reserves the right to the extent that the occupational health prohibit or industrial hygiene lawslimit such substances in each such instance, ordinances(iii) such substances shall not be disposed of, released, discharged or regulations relate permitted to Hazardous Substances on, under, spill or leak in or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant Property (and under no circumstances shall any Hazardous Material be disposed of within the drains or its agents, employees, contractors, licensees, customers plumbing facilities in or invitees. This indemnification of serving the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant Property or its agents, employees, contractors, licensees, customers or invitees or in any other parties public or private drain or sewer, regardless of quantity or concentration), (except the Landlord Indemniteesiv) causes contamination if any applicable Law or deterioration Landlord's trash removal contractor requires that any such substances be disposed of water or soil resulting separately from ordinary trash, Subtenant shall make arrangements at Subtenant's expense for such disposal in approved containers directly with a level of contamination greater than the maximum levels established from time to time during the term of this Lease by qualified and licensed disposal company at a lawful disposal site, (v) any governmental authority having jurisdiction over remaining such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities substances shall be for completely, properly and lawfully removed from the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the Property upon expiration or earlier termination of this LeaseSublease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions (vi) for purposes of the Project which are subject to this Lease, to Landlord in a condition which would be completely free removal and disposal of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenantsuch substances, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials Subtenant shall be usednamed as the owner, kept operator and stored in generator, shall obtain a manner which strictly complies with waste generator identification number, and shall execute all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect permit applications, manifests, waste characterization documents and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materialsforms.
Appears in 1 contract
Sources: Office Sublease (Baker Michael Corp)
Hazardous Materials. Except for ordinary and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as some or all of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (which may constitute “Hazardous Materials” as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations), Tenant shall agrees not to cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises Premises, the Building, the Common Areas or any other portion of the Project by Tenant, its agents, employees, contractorssubtenants, assignees, licensees, customerscontractors or invitees (collectively, or invitees“Tenant’s Parties”), without the prior written consent of Landlord, which consent Landlord shall not may withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Upon the expiration or earlier termination of this Lease, that such itemsTenant agrees to promptly remove from the Premises, the Building and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyProject, at its sole costcost and expense, with any and all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsHazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, in, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the PropertyPremises, the Building and/or the Project or any portion thereof by Tenant or any of Tenant’s Parties. To the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord’s partners, officers, directors, employees, representativesagents, directors successors and officers assigns (collectively hereinafter referred to as the collectively, “Landlord IndemniteesIndemnified Parties”) from and against any and all claims, costsdamages, judgments, suits, causes of action, losses, liabilities, penalties, fines, lossesexpenses and costs (including, liabilitieswithout limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys’ fees, damages, injuries, causes of action, judgments, consultant fees and expenses expert fees and court costs) which arise during or after result from the Lease Term as a result presence of the receivingHazardous Materials on, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or Premises, the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees Building or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions portion of the Project and which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, Tenant or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant’s Parties. Tenant from and against any and all claims caused by such Toxic Materials.agrees to
Appears in 1 contract
Sources: Multi Tenant Net Commercial Lease (Encore Capital Group Inc)
Hazardous Materials. Neither Tenant nor Tenant’s agents shall permit the introduction, placement, use, storage, manufacture, transportation, release or disposition (acollectively “Release”) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: any Hazardous Material(s) (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing on or about any portion of the Project without the prior written consent of Landlord, which consent may be withheld in the sole and relating absolute discretion of Landlord without any requirement of reasonableness in the exercise of that discretion. Notwithstanding the immediately preceding sentence to the Leased Premises as in effect and enforced as contrary, Tenant may use de minimis quantities of the Commencement Date; types of materials which are technically classified as Hazardous Materials but commonly used in domestic or office use to the extent not in an amount, which, either individually or cumulatively, would be a “reportable quantity” under any applicable Law and (ii) except such other Hazardous Materials as disclosed are commonly used in connection with, and necessary for the operation of, Tenant’s business and which Landlord receives notice prior to Tenant such Hazardous Materials being brought onto the Premises and which Landlord consents in writing prior to may be brought onto the execution of this LeasePremises, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of provided in each case such use is in compliance with all applicable localLaws. Tenant covenants that, state at its sole cost and federal statutes, orders, ordinances, rules and regulationsexpense, Tenant shall not will comply, and cause or permit any substanceits agents, materialemployees, waste or item which is or becomes regulated by any federalcontractors, statesublessees, regional or local governmental authority because it is in any way hazardouslicensees and invitees to comply, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of with all applicable Laws with respect to the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project Release by Tenant, its agents, employees, contractors, licenseessublessees, customers, licensees or invitees, without invitees of such permitted Hazardous Materials. Any Release beyond the prior written consent of Landlord, which consent Landlord scope allowed in this paragraph shall not withhold so long as Tenant demonstrates be subject to Landlord’s satisfactionprior consent, which may be withheld in the exercise of Landlord’s sole and absolute discretion, that such itemsand shall require an amendment to the Lease in the event Landlord does consent which shall set forth the materials, scope of use, indemnification and the quantities thereof, are necessary or materially useful to Tenantany other matter required by Landlord in Landlord’s business sole and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below)absolute discretion. Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its Landlord’s agents, employees, representatives, directors members and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) lenders harmless from and against any and all claims, costslosses, penalties, fines, lossesdamages, liabilities, attorneys’ fees, damages, injuriesactions, causes of action, judgmentsclean up and remediation costs, penalties, liens, costs and/or expenses arising in connection with the Release of Hazardous Materials in violation of Hazardous Materials Laws by Tenant, Tenant’s agents or any other person using the Premises with Tenant’s knowledge and consent or authorization. Tenant’s obligation to defend, hold harmless and indemnify pursuant to this Paragraph 6.4 shall survive Lease Termination. The foregoing indemnity shall not apply to, and expenses which arise during or after Tenant shall not be responsible for, the Lease Term as a result presence of the receivingHazardous Materials on, handlingunder, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises Premises, Building or Common Area to the Project, extent caused by any third parties (i.e. persons or entities other than Tenant or its agents, employees, affiliates, contractors, subcontractors, sublessees, licensees, customers invitees, and other representatives) or invitees. This indemnification by Landlord or Landlord’s employees, agents or contractors unless and to the extent such Hazardous Materials are exacerbated by the acts of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its any of Tenant’s agents, employees, affiliates, contractors, invitees, licensees, customers sublessees or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by lawrepresentatives.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Net Lease Agreement (Calix, Inc)
Hazardous Materials. Except for ordinary and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as some or all of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (which may constitute “Hazardous Materials” as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations), Tenant shall agrees not to cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises Premises, the Building, the Common Areas or any other portion of the Project by Tenant, its agents, employees, contractorssubtenants, assignees, licensees, customerscontractors or invitees (collectively, or invitees“Tenant’s Parties”), without the prior written consent of Landlord, which consent Landlord shall not may withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Concurrently with the execution of this Lease and annually thereafter, that such itemswithin ten (10) days of written request from Landlord, Tenant agrees to complete and deliver to Landlord an Environmental Questionnaire in the form of Exhibit “F” attached hereto. Upon the expiration or earlier termination of this Lease, Tenant agrees to promptly remove from the Premises, the Building and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyProject, at its sole costcost and expense, with any and all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsHazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, in, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the PropertyPremises, the Building and/or the Project or any portion thereof by Tenant or any of Tenant’s Parties. To the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord’s partners, officers, directors, employees, representativesagents, directors successors and officers assigns (collectively hereinafter referred to as the collectively, “Landlord IndemniteesIndemnified Parties”) from and against any and all claims, costsdamages, judgments, suits, causes of action, losses, liabilities, penalties, fines, lossesexpenses and costs (including, liabilitieswithout limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys’ fees, damages, injuries, causes of action, judgments, consultant fees and expenses expert fees and court costs) which arise during or after result from the Lease Term as a result presence of the receivingHazardous Materials on, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises Premises, the Building or any other portion of the Project. This indemnification Project and which are caused or permitted by Tenant under this Section shall survive or any of Tenant’s Parties. Tenant agrees to promptly notify Landlord of any release of Hazardous Materials in the termination Premises, the Building or any other portion of the Project which Tenant becomes aware of during the Term of this Lease.
(d) If , whether caused by Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except persons or entities. In the event of any release of Hazardous Materials caused or permitted by Tenant or any of Tenant’s Parties, Landlord Indemnitees) causes contamination shall have the right, but not the obligation, to cause Tenant to immediately take all steps Landlord deems necessary or deterioration appropriate to remediate such release and prevent any similar future release to the satisfaction of water or soil resulting in a level of contamination greater than the maximum levels established from time to time Landlord and Landlord’s mortgagee(s). At all times during the term Term of this Lease, Landlord will have the right, but not the obligation, to enter upon the Premises to inspect, investigate, sample and/or monitor the Premises to determine if Tenant is in compliance with the terms of this Lease by regarding Hazardous Materials. As used in this Lease, the term “Hazardous Materials” shall mean and include any governmental authority having jurisdiction over such contaminationhazardous or toxic materials, then Tenant shall promptly take substances or wastes as now or hereafter designated under any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord maystatute, but shall not be obligated toordinance, take such action. In such eventrule, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlordregulation, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, order or ruling of any agency of the State, the United States Government or any local governmental authority, including, without limitation, asbestos, petroleum, petroleum hydrocarbons and all accumulationspetroleum based products, spillageurea formaldehyde foam insulation, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Projectpolychlorinated biphenyls (“PCBs”), and any injuries or damages relating directly or indirectly therefrom.
(ffreon and other chlorofluorocarbons. The provisions of this Subparagraph 8(c) On or before will survive the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. Except for the Hazardous Materials which the original Tenant under this Lease must use in order to operate its business in the Premises (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as all of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating which Hazardous Materials still being subject to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution remaining terms of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulationsParagraph 8(c)), Tenant shall agrees not to cause or knowingly permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises or the Project by Tenant, its agents, employees, contractorssubtenants, assignees, licensees, customerscontractors or invitees (collectively, or invitees"Tenant's Parties"), without the prior written consent of Landlord, which consent Landlord shall not may withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. In furtherance of the foregoing, that such items(i) within one hundred twenty (120) days following the Commencement Date, Tenant shall in writing identify to Landlord the Hazardous Materials and quantities planned for use by Tenant in the Premises during the then-current Lease Year, and the quantities thereof(ii) from time to time (but not more often than annually), are necessary or materially useful to Tenant’s business and will be usedupon Landlord's request, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyfurnish to Landlord a written description of the Hazardous Materials and quantities used at the Premises during the most recent past calendar year. Upon the expiration or earlier termination of this Lease, Tenant agrees to promptly remove from the Premises, at its sole costcost and expense, with any and all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsHazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, in, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the PropertyPremises or any portion thereof by Tenant or any of Tenant's Parties, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant up to the Environmental Lawsclean up standards imposed by law or governmental regulators having jurisdiction. Without limiting To the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord's partners, officers, directors, employees, representativesagents, directors successors and officers assigns (collectively hereinafter referred to as the “collectively, "Landlord Indemnitees”Indemnified Parties") from and against any and all claims, costsdamages, judgments, suits, causes of action, losses, liabilities, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, expenses and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includescosts (including, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediationremoval, removal remediation and restoration costs, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees and court costs) which arise or restoration work required by any federalresult from the presence of Hazardous Materials on, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises and which are caused or the Project. This indemnification knowingly permitted by Tenant under this Section shall survive or any of Tenant's Parties. Tenant agrees to promptly notify Landlord of any release of Hazardous Materials at the termination Premises which Tenant becomes aware of during the Term of this Lease.
(d) If , whether caused by Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except persons or entities. In the event of any release of Hazardous Materials caused or knowingly permitted by Tenant or any of Tenant's Parties, Landlord Indemnitees) causes contamination shall have the right, but not the obligation, to cause Tenant to immediately take all steps Landlord deems necessary or deterioration of water appropriate to remediate such release and prevent any similar future release to the clean up standards imposed by law or soil resulting governmental regulators. As used in a level of contamination greater than the maximum levels established from time to time during this Lease, the term "Hazardous Materials" shall mean and include any hazardous or toxic materials, substances or wastes as now or hereafter designated under any law, statute, ordinance, rule, regulation, order or ruling of any agency of the State, the United States Government or any local governmental authority, including, without limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls ("PCBs"), and freon and other chlorofluorocarbons. None of the foregoing is intended to reduce or expand Landlord's or Tenant's rights and obligations under any prior agreements to which Landlord and Tenant are parties concerning environmental remediation relating to Tenant's prior occupancy of the Premises. The provisions of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(eSubparagraph 8(c) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before will survive the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents Contractor shall not, nor shall it permit or allow any Subcontractor or Sub-subcontractor to, bring any Hazardous Materials on the Site and warrants shall bear all responsibility and liability for such materials; provided, however, that Contractor may bring onto the Site such Hazardous Materials as are necessary to Tenant that perform the Work so long as the same is done in compliance with Applicable Law, Applicable Codes and Standards, and the requirements specified in Attachment J, and Contractor shall remain responsible and liable for all such Hazardous Materials. If Contractor or any Subcontractor or Sub-subcontractor encounters Pre-Existing Hazardous Materials at the Site, Contractor and its Subcontractors and Sub-subcontractors shall immediately stop Work in the affected area and notify Owner. Contractor and its Subcontractors and Sub-subcontractors shall not be required to Landlord’s actual knowledge and as of the Commencement Dateresume Work in connection with such Pre-Existing Hazardous Materials or in any area affected thereby until Owner has: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Dateobtained any required permits or other approvals related thereto; and (ii) except as disclosed delivered to Tenant in writing prior to Contractor a written notice (x) specifying that any affected area is or has been rendered suitable for the execution resumption of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of Work in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause Applicable Law or permit (y) specifying any substance, material, waste or item special conditions under which is or becomes regulated by such Work may be resumed in compliance with Applicable Law. To the extent that any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise such suspension adversely affects any part Contractor’s or its Subcontractors’ or Sub-subcontractors’ cost or time for performance of the environmentWork in accordance with the requirements of this Agreement, or creates risks of any such hazards or effects Contractor shall be entitled to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated an appropriate Change Order pursuant to said lawsSection 6.2A.8. If under such circumstances Contractor or any of its Subcontractors or Sub-subcontractors fail to stop Work and notify Owner, including but not limited Contractor shall be responsible and liable to the Comprehensive Environmental ResponseOwner in accordance with Section 17.1B for all damages, Compensation costs, losses and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only expenses to the extent that relating to such failure, subject to an aggregate cap of [***] U.S. Dollars (U.S.$[***]) and Owner hereby releases Contractor, its Subcontractors or Sub-subcontractors from any such liability in excess thereof. For the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection avoidance of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitationdoubt, any and all costs incurred in connection with any investigation such liability of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present Contractor shall not exceed [***] U.S. Dollars (U.S.$[***]) in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken total cumulative aggregate under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to Trains 1 and 2 EPC Agreement and this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or inviteesAgreement.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. Except for ordinary and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as some or all of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (which may constitute "Hazardous Materials" as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations), Tenant shall agrees not to cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises Premises, the Building, the Common Areas or any other portion of the Project by Tenant, its agents, employees, contractorssubtenants, assignees, licensees, customerscontractors or invitees (collectively, or invitees"Tenant's Parties"), without the prior written consent of Landlord, which consent Landlord shall not may withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Concurrently with the execution of this Lease and annually thereafter, that such itemswithin ten (10) days of written request from Landlord, Tenant agrees to complete and deliver to Landlord an Environmental Questionnaire in the form of Exhibit "F" attached hereto. Upon the expiration or earlier termination of this Lease, Tenant agrees to promptly remove from the Premises, the Building and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyProject, at its sole costcost and expense, with any and all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsHazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, in, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the PropertyPremises, the Building and/or the Project or any portion thereof by Tenant or any of Tenant's Parties. To the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord's partners, officers, directors, employees, representativesagents, directors successors and officers assigns (collectively hereinafter referred to as the “collectively, "Landlord Indemnitees”Indemnified Parties") from and against any and all claims, costsdamages, judgments, suits, causes of action, losses, liabilities, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, expenses and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includescosts (including, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediationremoval, removal remediation and restoration costs, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees and court costs) which arise or restoration work required by any federalresult from the presence of Hazardous Materials on, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises Premises, the Building or any other portion of the Project. This indemnification Project and which are caused or permitted by Tenant under this Section shall survive or any of Tenant's Parties. Tenant agrees to promptly notify Landlord of any release of Hazardous Materials in the termination Premises, the Building or any other portion of the Project which Tenant becomes aware of during the Term of this Lease.
(d) If , whether caused by Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except persons or entities. In the event of any release of Hazardous Materials caused or permitted by Tenant or any of Tenant's Parties, Landlord Indemnitees) causes contamination shall have the right, but not the obligation, to cause Tenant to immediately take all steps Landlord deems necessary or deterioration appropriate to remediate such release and prevent any similar future release to the satisfaction of water or soil resulting in a level of contamination greater than the maximum levels established from time to time Landlord and Landlord's mortgagee(s). At all times during the term Term of this Lease, Landlord will have the right, but not the obligation, to enter upon the Premises to inspect, investigate, sample and/or monitor the Premises to determine if Tenant is in compliance with the terms of this Lease by regarding Hazardous Materials. As used in this Lease, the term "Hazardous Materials" shall mean and include any governmental authority having jurisdiction over such contaminationhazardous or toxic materials, then Tenant shall promptly take substances or wastes as now or hereafter designated under any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord maystatute, but shall not be obligated toordinance, take such action. In such eventrule, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlordregulation, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, order or ruling of any agency of the State, the United States Government or any local governmental authority, including, without limitation, asbestos, petroleum, petroleum hydrocarbons and all accumulationspetroleum based products, spillageurea formaldehyde foam insulation, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Projectpolychlorinated biphenyls ("PCBs"), and any injuries or damages relating directly or indirectly therefrom.
(ffreon and other chlorofluorocarbons. The provisions of this Subparagraph 8(c) On or before will survive the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Industrial Lease (AcuNetx, Inc.)
Hazardous Materials. (a) Landlord represents and warrants 32.1 In addition to its other obligations under this Lease, Tenant that covenants to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance comply with all Environmental Laws (laws relating to Hazardous Materials, as defined below) governing and relating , with respect to the Leased Premises and the Building. Tenant shall have the right to use general office supplies typically used in an office area in the ordinary course of business (such as copier toner, liquid paper, glue, ink and cleaning solvents) and items typically used in effect a comparable telecommunications business, provided that Tenant uses them in the manner for which they were designed and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant only in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance accordance with all applicable localHazardous Materials laws and the highest standards prevailing in the industry for such use, state and federal statutesthen only in such amounts as may be normal for the office business operations or telecommunications operations conducted by Tenant on the Premises. Except as provided in the preceding sentence, orders, ordinances, rules and regulations, neither Tenant shall not cause or permit nor any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its ’s agents, employees, contractors, subtenants, assignees, licensees, customersinvitees, successors, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to representatives (“Tenant’s business and will be usedParties”) shall use, kept and stored in a manner that complies with all Environmental Laws (as defined below)handle store or dispose of any Hazardous Materials in, on, under or about the Premises, the Building or the site on which the Building is located. Tenant shall complypromptly take all actions, at its sole costcost and expense, with all federalas are necessary to return the Premises, state Building and local laws, statutes, ordinances, codes, regulations and orders relating site to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal condition existing prior to the introduction of any flammablesuch Hazardous Materials by Tenant or any Tenant Parties, combustibleprovided Landlord’s approval of such actions shall first be obtained. Furthermore, explosiveTenant shall immediately notify Landlord of any inquiry, infectioustest, corrosiveinvestigation or enforcement proceeding by or against Tenant or the Premises concerning the presence of any Hazardous Material.
32.2 Tenant’s obligations under Section 27.2 to indemnify, causticdefend and hold Landlord harmless from and against certain Claims shall be deemed to include, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances any and all Claims (as defined in Section 27.2) relating in any way to investigation and clean-up costs, attorneys’ fees, consultant fees and court costs that arise during or after the term of this Lease as a result of the breach of any of the obligations and covenants set forth in this Section 32, or relating in any way to any contamination of the Premises, Building or site directly or indirectly arising from the activities of Tenant or any Tenant Parties. Tenant’s obligations under the preceding sentence shall survive the expiration or earlier termination of this Lease as to any matters arising prior to such expiration or termination or prior to Tenant’s vacation of the Building.
32.3 For purposes of this Lease, the term “Hazardous Materials” shall mean, collectively, asbestos, any petroleum fuel, and any hazardous or toxic substance, material or waste which is or becomes regulated or defined as “hazardous substances,” “hazardous materials,” “or toxic substances” by any local governmental authority, the State of California or “asbestos containing materials” by federalthe United States Government, state or local lawsincluding, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to to, any material or substance defined as hazardous or toxic under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [Act, 42 USCS §U.S.C. § 9601 9601, et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [Act, 42 USCS §§ 6901 U.S.C. Sections 6901, et seq.]; the Clean Water Toxic Substances Control Act, also known as 15 U.S.C. Sections 2601, et seq.; the Federal Water Pollution Control Act (FWPCA) [Act, 33 USCS §§ 1251 U.S.C. Sections 1251, et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Substance Account Act [H & S C §§ 25300 Act, California Health and Safety Code Sections 25330, et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 Act, California Health and Safety Code Sections 25100, et seq.]; the California Safe Drinking Water and Toxic Health Enforcement Act [H & SC §§ 24249.5 Act, California Health and Safety Code Sections 25249.5, et seq.]; California Health and Safety Code Sections 25280, et seq. (Underground Storage of Hazardous Substances); the California Hazardous Waste Treatment Reform Act, California Health and Safety Code Sections 25179.1, et seq.; California Health and Safety Code Sections 25501, et seq. (Hazardous Materials Release Response Plans and Inventory); Petroleum Underground Storage Tank Cleanup, Health and Safety Code Sections 25299.10, et seq.; and the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 Control Act, California Water Code Sections 13000, et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall such laws may be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established amended from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by lawtime.
(e) 32.4 Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, acknowledges that as of any and all accumulations, spillage, discharge, release and disposal the date of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination execution of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such certain portions of the Project which Office Building contain asbestos containing materials as described in asbestos reports on file with Landlord. Landlord has been advised that these materials are subject non-friable and do not represent a health risk. Landlord agrees that the costs of asbestos removal work in the Building shall not be charged to this LeaseTenant or included in the Building’s Operating Costs for purposes of calculating Tenant’s obligations for rent escalations under Section 4 above. The preceding sentence shall not apply to costs for such work necessitated by the acts or omissions of Tenant or Tenant’s Parties (as defined in Section 32.1), including but not limited to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project alteration work undertaken by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Lease (Equinix Inc)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as shall not use, generate, manufacture, produce, store, release, discharge, or dispose of, on, under or about the Premises or any part of the Commencement Date: Project, or transport to or from the Premises or any part of the Project, any Hazardous Material or allow its employees, agents, contractors, licensees, invitees or any other person or entity to do so. The foregoing covenant shall not extend to insignificant amounts of substances typically found or used in general office applications so long as (i) such substances are maintained only in such quantities as are reasonably necessary for Tenant's operations in the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and Premises, (ii) except as disclosed to such substances are used strictly in accordance with the manufacturers' instructions therefor and all applicable laws, (iii) such substances are not disposed of in or about the Building or the Project in a manner which would constitute a release or discharge thereof, and (iv) all such substances are removed from the Building and the Project by Tenant in writing prior to upon the execution expiration or earlier termination of this Lease. Tenant shall, no Toxic within thirty (30) days after demand therefor, provide to Landlord a written list identifying any Hazardous Materials are present inthen maintained by Tenant in the Building, on the use of each such Hazardous Material so maintained by Tenant together with written certification by Tenant stating, in substance, that neither Tenant nor any person for whom Tenant is responsible has released or under discharged any Hazardous Materials in or about the Leased Premises Building or the Project. Landlord's right of entry pursuant to Section 7.03 of this Lease shall include the right to enter and inspect the Premises for violations of Tenant's covenant herein.
(b) Except for reasonable amounts Hazardous Materials shall include by way of commercially available office illustration, and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part without limiting the generality of the environmentdefinition of Hazardous Materials in Section 1.03, the following: (i) those substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances" or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole "solid waste" under all present and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all future federal, state and local lawslaws (whether under common law, statutesstatute, ordinancesrule, codes, regulations and orders regulation or otherwise) relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal protection of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic human health or radioactive materials, hazardous waste, toxic substances or related materialsthe environment, including without limitationCalifornia Senate ▇▇▇▇ 245 (Statutes of 1987, substances defined Chapter 1302), the Safe Drinking Water and Toxic Enforcement Act of 1986 (commonly known as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, Proposition 65) and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [1980, as amended, 42 USCS §§ U.S.C. Section 9601 et seqET SEQ.]; , the Resource Conservation and Recovery Act of 1976 (RCRA) [1976, 42 USCS §§ U.S.C. Section 6901 et seqET SEQ.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; and the Hazardous Materials Transportation Act Act, 49 U.S.C. Sections 1801, ET SEQ., all as heretofore and hereafter amended, or in any regulations promulgated pursuant to said laws; (HMTAii) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; those substances defined as "hazardous wastes" in Section 25117 of the California Underground Storage Health & Safety Code or as "hazardous substances" in Section 25316 of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H Health & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with Safety Code, or in any amendments of or regulations promulgated pursuant to said laws; (iii) those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or designated by the Environmental Protection Agency (or any successor agency) as hazardous substances (SEE, E.G., 40 CFR Part 302 and amendments thereto); (iv) such other substances, materials and wastes which are or become regulated under applicable local, state or federal law or by the statutes cited above and any other United States government or which are or become classified as hazardous or toxic under federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local lawslaws or regulations, including California Health & Safety Code, Division 20, and Title 26 of the Environmental LawsCalifornia Code of Regulations; and (v) any material, waste or substance which contains petroleum, asbestos or polychlorinated biphenyls, is designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act of 1977, 33 U.S.C. Sections 1251, ET SEQ. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act of 1977 (33 U.S.C. Section 1317) or contains any flammable, explosive or radioactive material.
(c) To the extent permitted by Law, Tenant shall be solely responsible for hereby indemnifies, and shall indemnify, agrees to protect, defend and hold harmless Landlord and its agentsthe Indemnitees harmless, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all actions, claims, costsdemands, penaltiesliability, finescosts and expenses, losses, liabilities, including attorneys’ fees, damages, injuries, causes of action, judgments, ' fees and expenses which arise during or after for the Lease Term as a result defense thereof, arising out of any and all of (i) the receivingintroduction into the Project by Tenant, handlingits employees, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers invitees or inviteesany other person or entity for whom Tenant is responsible (collectively, "Tenant's Agents") of any Hazardous Material, (ii) the usage by Tenant or Tenant's Agents of Hazardous Materials in or about the Project, (iii) the discharge or release in or about the Project by Tenant or Tenant's Agents of any Hazardous Material, (iv) any injury to or death of persons or damage to or destruction of property resulting from the use by Tenant or Tenant's Agents of Hazardous Materials in or about the Project, and (v) any failure of Tenant or Tenant's Agents to observe the foregoing covenants. This indemnification In case of any action or proceeding brought against the Landlord Indemnitees by reason of any such claim, upon notice from Landlord, Tenant includescovenants to defend such action or proceeding by counsel chosen by Landlord, without limitationin Landlord's sole discretion. Landlord reserves the right to settle, compromise or dispose of any and all costs incurred in connection with actions, claims and demands related to the foregoing indemnity. The foregoing indemnity shall not operate to relieve Landlord of any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic liability Landlord has under Environmental Laws to the extent Hazardous Materials are present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Project prior to delivery to Tenant under this Section shall survive of possession of the termination of this LeasePremises.
(d) If Tenant acknowledges that the sewer piping at the Project is made of ABS plastic. Accordingly, without Landlord's prior written consent, which may be given or its agentswithheld in Landlord's sole discretion, employees, contractors, licensees, customers or invitees or any other parties only ordinary domestic sewage is permitted to be put into the drains at the Premises. UNDER NO CIRCUMSTANCES SHALL Tenant EVER DEPOSIT ANY ESTERS OR KETONES (except the Landlord IndemniteesUSUALLY FOUND IN SOLVENTS TO CLEAN UP PETROLEUM PRODUCTS) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by lawIN THE DRAINS AT THE PREMISES. If Tenant fails desires to take put any substances other than ordinary domestic sewage into the drains, it shall first submit to Landlord a complete description of each such actionsubstance, including its chemical composition, and a sample of such substance suitable for laboratory testing. Landlord mayshall promptly determine whether or not the substance can be deposited into the drains and its determination shall be absolutely binding on Tenant. Upon demand, but Tenant shall not be obligated to, take such action. In such event, all costs reimburse Landlord for expenses incurred by Landlord with respect to in making such clean-up activities determination. If any substances not so approved hereunder are deposited in the drains in Tenant's Premises, Tenant shall be liable to Landlord for the account of Tenant. Any amount so expended all damages resulting therefrom, including but not limited to all costs and expenses incurred by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at in repairing or replacing the maximum rate permitted by lawpiping so damaged.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, Upon any violation of any and of the foregoing covenants, in addition to all accumulationsremedies available to a landlord against the defaulting tenant, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination including but not limited to those set forth in Article Eleven of this Lease, Tenant shall take expressly agrees that upon any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premisessuch violation Landlord may, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, at its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project option (i) prior to the commencement of immediately terminate this Lease by giving written notice to Tenant of such termination, or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain continue this Lease in effect until compliance by Tenant with its clean-up and comply with all conditions and requirements removal covenant (notwithstanding the expiration of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial the Term). No action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Landlord hereunder shall impair the obligations of Tenant from and against any and all claims caused by such Toxic Materialspursuant to this Section 7.02.
Appears in 1 contract
Sources: Lease Agreement (Netobjects Inc)
Hazardous Materials. (a) Landlord represents Tenant hereby agrees that Tenant shall be responsible for and warrants shall comply with, at Tenant's sole cost and expense, all governmental requirements concerning any hazardous or toxic substance, material, or waste (collectively "Hazardous Materials") which is located at the Demised Premises or the Land, but only if brought to or caused to be brought to the Property by the Tenant. Tenant that to Landlord’s actual knowledge and as of shall operate its business on the Commencement Date: (i) the Leased Demised Premises are in compliance with all Environmental Laws (applicable environmental laws and/or requirements. Tenant shall be permitted to bring Hazardous Materials onto the Property which are used in the ordinary course of Tenant's business operations so long as defined below) governing Tenant uses, stores, handles and relating disposes such Hazardous materials brought onto the Demised Premises in compliance with all applicable governmental requirements. Landlord agrees that the use of such Hazardous Materials in the Demised Premises in the manner in which such products are designed to be used and in full compliance with governmental requirements shall not be a violation by Tenant of this Paragraph 30. Tenant shall indemnify and save harmless Landlord from all reasonable costs and expenses incurred by Landlord to the Leased Premises as extent caused by Tenant's breach of its covenants made in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the ProjectParagraph 30.
(b) Except Landlord hereby represents to Tenant that, to the best of its actual knowledge, the Demised Premises is free and clear of Hazardous Materials as of the date hereof. Nothing herein is intended to make Tenant liable for any condition existing in the Demised Premises as of the date hereof, nor any condition which arises after the date hereof by reason other than Tenant's use of the Demised Premises (the conditions for which Tenant is not liable pursuant to this sentence are hereinafter referred to as the "Excluded Conditions"). Landlord shall, at its sole cost and expense, comply with governmental laws and/or requirements pertaining to Hazardous Materials relating to the Excluded Conditions. Landlord shall indemnify and save harmless Tenant from all reasonable amounts costs and expenses incurred by Tenant resulting from the Excluded Conditions.
(c) For purposes of commercially available office and manufacturing products usedthis Lease, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant the term "Hazardous Materials" shall not cause or permit mean any substance, materialchemical, or waste or item which that is or becomes regulated by any federal, state, regional shall be listed or local governmental authority because it is in any way defined as hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such itemsdangerous under Applicable Environmental Law, and any petroleum products.
(d) For purposes of this Lease, the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all term "Applicable Environmental Laws (as defined below). Tenant Law" shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to include the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA) ["), 42 USCS §§ U.S.C. Sec. 9601 et seq.]; the Resource Conservation Conversation and Recovery Act of 1976 ("RCRA) ["), 42 USCS §§ U.S.C. Sec. 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [Act, 33 USCS §§ U.S.C. Sec. 1251 et seq.]; the Clean Air Act, 42 U.S.C. Sec. 7401 et seq.; the Hazardous Substances Transportation Act, 49 U.S.C. Sec. 1471 et seq.; the Toxic Substances Control Act (TSCA) [Act, 15 USCS §§ U.S.C. Sec. 2601 et seq.]through 2629; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [Act, 42 USCS §§ 3OOf et seq.]U.S.C. sec. 300f through 300J; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established have been amended from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, time; and any injuries or damages relating directly or indirectly therefromsimilar state and local laws and ordinances and the regulations implementing such statutes.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit permit, or allow any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environmentTenant Related Parties to cause or permit, the introduction, placement, use, storage, manufacture, transportation, release or creates risks disposition (collectively “Release”) of any such hazards Hazardous Material(s) (defined below) on or effects about any portion of the Project without the prior written consent of Landlord, which consent may be withheld in the sole and absolute discretion of Landlord without any requirement of reasonableness in the exercise of that discretion Notwithstanding the immediately preceding sentence to be brought uponthe contrary, kept or Tenant may use de minimis quantities of the types of materials which are technically classified as Hazardous Materials but commonly used in domestic or about office use to the Leased Premises extent not in an amount, which, either individually or cumulatively, would be a “reportable quantity” under any applicable Law. Tenant covenants that, at its sole cost and expense, Tenant will comply, and cause its agents, employees, contractors, sublessees, licensees and invitees to comply, with all applicable Laws with respect to the Project Release by Tenant, its agents, employees, contractors, licenseessublessees, customers, licensees or invitees, without invitees of such permitted Hazardous Materials. Any Release beyond the prior written consent of Landlord, which consent Landlord scope allowed in this paragraph shall not withhold so long as Tenant demonstrates be subject to Landlord’s satisfactionprior consent, which may be withheld in the exercise of Landlord’s sole and absolute discretion, that such itemsand shall require an amendment to the Lease in the event Landlord does consent which shall set forth the materials, scope of use, indemnification and the quantities thereof, are necessary or materially useful to Tenantany other matter required by Landlord in Landlord’s business sole and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below)absolute discretion. Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its Landlord’s agents, employees, representatives, directors members and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) lenders harmless from and against any and all claims, costslosses, penalties, fines, lossesdamages, liabilities, attorneys’ fees, damages, injuriesactions, causes of action, judgmentsclean up and remediation costs, penalties, liens, costs and/or expenses arising in connection with the Release of Hazardous Materials by Tenant, any Tenant Related Parties or any other person using the Premises with Tenant’s knowledge and consent or authorization; provided, however, in no event shall the foregoing be construed as requiring Tenant to indemnify, defend, protect or hold harmless the Landlord for any claims, losses, damages, liabilities, actions, causes of action, clean up and remediation costs, penalties, liens, costs and/or expenses which arise during to the extent caused by the negligence or after the Lease Term as a result willful misconduct of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant Landlord or its agents, employees, contractorscontractors or agents. Tenant’s obligation to defend, licenseeshold harmless and indemnify pursuant to this Paragraph 6.4 shall survive Lease Termination. Notwithstanding the foregoing or anything to the contrary contained in this Lease, customers under no circumstance shall Tenant be liable for any losses, costs, claims, liabilities or invitees. This indemnification damages (including attorneys’ and consultants’ fees) of the Landlord Indemnitees by Tenant includesany type or nature, without limitation, any and all costs incurred directly or indirectly arising out of or in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Hazardous Materials present in the soilat any time on, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or Premises, the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises Building or the Project, or the soils, surface water or groundwater thereof, or the violation of any environmental laws, except to the extent that any of the foregoing actually results from the Release of Hazardous Materials, or exacerbated of then existing Hazardous Materials, by Tenant or any Tenant Related Party. The foregoing indemnity, defense and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Leasehold harmless obligation shall not apply to, and Tenant shall take any and all action required to not be taken under responsible for, the Environmental Laws in order to surrender the Leased Premisespresence of Hazardous Materials on, including such portions of the Project which are subject to this Leaseunder, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises Premises, Building or Common Area, or the Project soils, surface or groundwater thereunder, to the extent caused by Tenant, its agents, any third parties (i.e. persons or entities other than Tenant or Tenant Related Parties) or by Landlord or Landlord’s employees, contractors, licensees, customers, agents or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior contractors unless and to the commencement extent such Hazardous Materials are exacerbated by the acts of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, Tenant or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic MaterialsRelated Parties.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and The term “Hazardous Substances,” as used in this Lease shall mean pollutants, contaminants, toxic or hazardous wastes, or any other substances, the use and/or the removal of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises which is required or the Project.
(b) Except for reasonable amounts use of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is restricted, prohibited or becomes regulated penalized by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all “Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substancesLaw,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It which term shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by mean any federal, state or local law, ordinance or other statute of a governmental agency or political subdivision because quasi-governmental authority relating to pollution or protection of Toxic Materials present the environment. Lessee hereby agrees that (I) no activity will be conducted on the Premises that will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Lessee’s business activities (see “Use of Premises”) provided said Permitted Activities are conducted in accordance with all Environmental Laws, Lessee shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (ii) the Premises will not be used in any manner for the storage of any Hazardous Substances except for the storage of such materials that are used in the soilordinary course of Lessee’ business (the “Permitted Materials”) provided such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws; Lessee shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (iii) no portion of the Premises will be used as a landfill or a dump; (iv) Lessee will not install any underground tanks of any type; (v) Lessee will not allow any surface or subsurface conditions to exist or come into existence that constitute, subsoilsor with the passage of time may constitute a public or private nuisance; Lessor or Lessor’s representative shall have the right but not the obligation to enter the Premises for the purpose of inspecting the storage, ground water and use of Permitted Materials to ensure compliance with all Environmental Laws, subject to notice to Lessee and Lessee’s supervision. Should it be proven that said Permitted Materials are being improperly stored, used, or elsewhere indisposed of, onthen Lessee shall immediately take such corrective action as requested by Lessor. Should Lessee fail to commence to take such corrective action within 72 hours, under Lessor shall have the right but not the obligation to perform such work and Lessee shall promptly reimburse Lessor for any and all costs associated with said work. If at any time during or about after the Leased term of this Lease, the Premises are found to be so contaminated or subject to said conditions, Lessee shall diligently institute proper and thorough cleanup procedures at Lessee’s sole cost, and Lessee agrees to indemnify and hold Lessor harmless from all claims, demands, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a result of the Projectuse of the Premises by Lessee. This The foregoing indemnification by Tenant under this Section and the responsibilities of Lessee shall survive the termination or expiration of this Lease.
(d) If Tenant or . Notwithstanding any provision herein to the contrary, Lessor hereby warrants, to the best of its agentsknowledge and belief, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination there exist no hazardous materials in the manner required by law. If Tenant fails to take such actionPremises, Landlord maythe Building where the Premises reside, but nor on the land upon which the Premises reside, and Lessee shall not be obligated toliable in any way for any breach of Lessor’s warranty herein, take such action. In such event, all costs incurred by Landlord with respect whether said breach was known or unknown to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by lawLessor.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Lease Agreement (SCP Pool Corp)
Hazardous Materials. Tenant shall not use any Hazardous Materials in connection with the Generator Equipment, except that Tenant may use diesel fuel stored in an above-ground, double walled steel tank containing not more than 500 gallons (athe “Fuel Tank”) and shall be contained within the Emergency Generator at the Generator Site (the exact location and size of which Fuel Tank shall be approved by Landlord represents in accordance with the standards for approval set forth above in this Section 26.29), as long as such fuel and warrants to Tenant that to Landlord’s actual knowledge Fuel Tank are kept, maintained and as of the Commencement Date: (i) the Leased Premises are used in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance accordance with all applicable localLaws and the highest safety standards for such use, state and federal statutes, orders, ordinances, rules so long as such fuel is always stored within the Fuel Tank and regulations, is not used or stored in any area outside of the Emergency Generator. Tenant shall promptly, at Tenant’s expense, take all investigatory and all remedial action required by applicable Laws and reasonably recommended by Landlord, whether or not cause formally ordered or permit required by applicable Laws, for the cleanup of any substancespill, material, waste release or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part other contamination of the environmentGenerator Site and/or the Project to the extent caused or contributed to by Tenant’s use of the Generator Equipment (including, without limitation, the fuel for the Emergency Generator), or creates risks of pertaining to or involving any such hazards fuel or effects to be other Hazardous Materials brought upon, kept onto the Generator Site during the Lease Term by Tenant or used in or about the Leased Premises or the Project by any of Tenant, its ’s agents, employees, contractors, licensees, customers, licensees or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) Parties harmless from and against any and all claimsClaims (other than the Excluded Claims) arising out of or involving any Hazardous Materials brought onto the Generator Site by or for Tenant in connection with Tenant’s activities under this Section 26.29. Tenant’s obligations shall include, costsbut not be limited to, penaltiesthe effects of any contamination or injury to person, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises property or the Project, environment created or suffered by Tenant or its any of Tenant’s agents, employees, contractors, licensees, customers licensees or invitees. This indemnification , and the cost of the Landlord Indemnitees by Tenant includesinvestigation, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-upremoval, remediation, removal or restoration work required by any federaland/or abatement, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section and shall survive the expiration or termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Office Lease (United Online Inc)
Hazardous Materials. Neither Tenant nor Tenant's agents shall ------------------- permit the introduction, placement, use, storage, manufacture, transportation, release or disposition (acollectively "Release") Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: any Hazardous Material(s) (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as on or about any portion of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this LeasePremises, no Toxic Materials are present in, on Building or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent may be withheld in the sole and absolute discretion of Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, without any requirement of reasonableness in the exercise of that discretion. Notwithstanding the immediately preceding sentence to the contrary, Tenant may use de minimis quantities of the types of materials which are technically classified as Hazardous Materials but commonly used in domestic or office use to the extent not in an amount, which, either individually or cumulatively, would be a "reportable quantity" under any applicable Law. Tenant covenants that, at its sole cost and expense, Tenant will comply with all applicable Laws with respect to the Release by Tenant, its agents, employees, contractors or invitees of such permitted Hazardous Materials. Any Release beyond the scope allowed in this paragraph shall be subject to Landlord’s 's prior consent, which may be withheld in Landlord's sole and absolute discretion, that such itemsand shall require an amendment to the Lease in the event Landlord does consent which shall set forth the materials, scope of use, indemnification and the quantities thereof, are necessary or materially useful to Tenant’s business any other matter required by Landlord in Landlord's sole and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below)absolute discretion. Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) Landlord's agents harmless from and against any and all claims, costslosses, penalties, fines, lossesdamages, liabilities, attorneys’ feesor expenses arising in connection with the Release of Hazardous Materials in violation of Hazardous Materials Laws by Tenant, damagesTenant's agents or any other person using the Premises with Tenant's knowledge and consent or authorization. Tenant's obligation to defend, injuries, causes of action, judgmentshold harmless and indemnify pursuant to this Paragraph 6.4 shall survive Lease Termination. The foregoing indemnity shall not apply to, and expenses which arise during Tenant shall not be responsible for, the presence of Hazardous Materials on, under, or after about the Lease Term as a result Premises, Building, or Project to the extent caused by any third parties or by Landlord or Landlord's employees, agents, contractors or invitees. Notwithstanding anything to the contrary contained in this Lease, Landlord hereby represents and warrants to Tenant that, to the best of Landlord's knowledge, (i) the receivingPremises, the Building, and Project are in compliance with all laws regarding Hazardous Materials ("Hazardous Materials Laws"); (ii) no asbestos-containing materials exist in or on the Premises, the Building, or Project; and (iii) any handling, use, storage, accumulation, transportation, generationstorage or use of Hazardous Materials that occurred in the Premises, spillagethe Building, migrationor Project prior to the Commencement Date is now in compliance with all Hazardous Materials Laws. Landlord further represents and warrants that, dischargeto the best of Landlord's knowledge, release no litigation has been brought or disposal threatened, nor any settlements reached with any governmental or private party, concerning the actual or alleged presence of Toxic Hazardous Materials in, upon on or about the Leased Premises Premises, Building, or the Project, by Tenant nor has Landlord received any notice of any violation, or its agentsalleged violation, employeesof any Hazardous Materials Laws, contractors, licensees, customers pending claims or invitees. This indemnification pending investigations with respect to the presence of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Hazardous Materials present in the soil, subsoils, ground water or elsewhere in, on, under on or about the Leased Premises Premises, Building, or the Project. This indemnification by Tenant under Landlord's representations and warranties set forth in this Section paragraph shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement DateA. HAZARDOUS MATERIALS GENERALLY PROHIBITED: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause transport, use, store, maintain, generate, manufacture, handle, dispose, release, discharge, spill or permit leak any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws "Hazardous Material" (as defined below), or permit Tenant's employees, agents, contractors, or other occupants of the Premises to engage in such activities on or about the Property. Tenant However, the foregoing provisions shall complynot prohibit the transportation to and from, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulationmaintenance and handling within, transportationthe Premises of substances customarily and lawfully used in the business which Tenant is permitted to conduct in the Premises under this Lease, generation, spillage, migration, discharge, release but only as an incidental and disposal minor part of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local lawssuch business, and provided: (i) such substances shall be properly labeled, contained, used and stored only in small quantities reasonably necessary for such permitted use of the regulations adopted Premises and the ordinary course of Tenant's business therein, strictly in publications promulgated pursuant to said lawsaccordance with applicable Laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygienehighest prevailing standards, and only the manufacturers' instructions therefor, and as Landlord shall reasonably require, (ii) Tenant shall maintain current Material Safety Data Sheets ("MSDS's") therefore, (iii) such substances shall not be disposed of, released, discharged or permitted to the extent that the occupational health spill or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, leak in on or about the Property, Premises or the regulation Property (and under no circumstances shall any Hazardous Material be disposed of within the drains or protection plumbing facilities in or serving the Premises or Property or in any other public or private drain or sewer, regardless of the environmentquantity or concentration), including ambient air, soil, soil vapor, groundwater, surface water, (iv) if any applicable Law or land use (collectively referred to herein as the “Environmental Laws”). Such materials and trash removal contractor requires that any such substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation disposed of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingseparately from ordinary trash, Tenant shall comply with requirements make arrangements as Tenant's expense for the inventory of Toxic Materials imposed by such disposal site, (v) any state or local laws, including the Environmental Laws.
(c) Tenant remaining such substances shall be solely responsible for completely, properly and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as lawfully removed from the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, Property upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, and (vi) for purposes of removal and disposal of any such substances, Tenant shall take be named as the owner, operator and generator, shall obtain a waste generator identification number, and shall execute all permit applications, manifests, waste characterization documents and any and all action other required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or inviteesforms.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Office/Warehouse Building Lease (Ableauctions Com Inc)
Hazardous Materials. During the Lease Term, neither Tenant nor Tenant’s agents shall permit the introduction, placement, use, storage, manufacture, transportation, release or disposition (acollectively “Release”) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: any Hazardous Material(s) (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as on or about any portion of the Commencement Date; and (ii) except as disclosed to Tenant Project in writing prior to the execution violation of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, Laws without the prior written consent of Landlord, which consent may be withheld in the sole and absolute discretion of Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, without any requirement of reasonableness in the exercise of that discretion. Notwithstanding the immediately preceding sentence to the contrary, Tenant may use de minimis quantities of the types of materials which are technically classified as Hazardous Materials but commonly used in domestic or office use to the extent not in an amount, which, either individually or cumulatively, would be a “reportable quantity” under any applicable Law. Tenant covenants that, at its sole cost and expense, Tenant will comply with all applicable Laws with respect to the Release during the Lease Term by Tenant, its agents, employees, contractors or invitees of such permitted Hazardous Materials. Any Release beyond the scope allowed in this paragraph shall be subject to Landlord’s prior consent, which may be withheld in Landlord’s sole and absolute discretion, that such itemsand shall require an amendment to the Lease in the event Landlord does consent which shall set forth the materials, scope of use, indemnification and the quantities thereof, are necessary or materially useful to Tenantany other matter required by Landlord in Landlord’s business sole and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below)absolute discretion. Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) Landlord’s agents harmless from and against any and all claims, costslosses, penalties, fines, lossesdamages, liabilities, attorneys’ fees, damages, injuries, causes or expenses arising in connection with the Release of action, judgments, and expenses which arise Hazardous Materials during or after the Lease Term as a result in violation of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Hazardous Materials in, upon or about the Leased Premises or the Project, Laws by Tenant or its agents, employeesemployees or contractors. Tenant’s obligation to defend, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any hold harmless and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under indemnify pursuant to this Section Paragraph 5.4 shall survive the termination Lease Termination for a period of this Lease.
two (d2) If years and if Landlord has not given Tenant written notice within such two (2) year period of Tenant’s obligation to indemnify, defend or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by hold harmless Landlord with respect to such clean-up activities shall be for the account any particular Release of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Hazardous Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard then Tenant’s obligation to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless pursuant to this Paragraph 5.4 shall expire. The foregoing indemnity shall not apply to, and Tenant from and against any and all claims shall not be responsible for, the presence of Hazardous Materials on, under, or about the Premises, Building or Common Area to the extent caused by such Toxic Materialsany third parties or by Landlord or Landlord’s employees, agents, contractors or invitees.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Borland Software Corp)
Hazardous Materials. Tenant shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any Hazardous Material upon or about the Project, or permit Tenant’s Parties to engage in such activities upon or about the Project. However, the foregoing provisions shall not prohibit the transportation to and from, and use, storage, maintenance and handling within, the Premises of substances customarily used in offices provided: (a) Landlord represents such substances shall be used and warrants to Tenant that to Landlord’s actual knowledge and maintained only in such quantities as are reasonably necessary for such Permitted Use of the Commencement Date: (i) Premises, strictly in accordance with applicable Law and the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Leasemanufacturers’ instructions therefor, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office such substances shall not be disposed of, released or discharged on the Project, and manufacturing products used, stored shall be transported to and disposed of from the Premises in compliance with all applicable localLaws, state and federal statutesas Landlord shall reasonably require, orders, ordinances, rules and regulations(c) if any applicable Requirements or Landlord’s trash removal contractor requires that any such substances be disposed of separately from ordinary trash, Tenant shall not cause or permit any substancemake arrangements at Tenant’s expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Landlord), material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part and shall ensure that disposal occurs frequently enough to prevent unnecessary storage of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, substances in the exercise of Landlord’s sole and absolute discretion, that such itemsPremises, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over remaining such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities substances shall be for completely, properly and lawfully removed from the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the Project upon expiration or earlier termination of this Lease, . Tenant shall take promptly notify Landlord of: (i) any and all enforcement, cleanup or other regulatory action required taken or threatened by any governmental or regulatory authority with respect to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free presence of any and all Toxic Materials caused or permitted to be in or about Hazardous Material on the Leased Premises or the Project by Tenantmigration thereof from or to other Project, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, any demand or disposed on the Leased Premises claim made or threatened by any party against Tenant or the Project by LandlordPremises relating to any loss or injury resulting from any Hazardous Material, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; release, discharge or non-routine, improper or unlawful disposal or transportation of any Hazardous Material on or from the Premises, and (iv) indemnifyany matter where Tenant is required by Requirements to give a notice to any Governmental Authority regarding Hazardous Materials on the Premises. Landlord shall have the right (but not the obligation) to join and participate as a party in any legal proceedings or actions affecting the Premises initiated in connection with any environmental, defend health or safety Law. At such times as Landlord may reasonably request, Tenant shall provide Landlord with a written list identifying any Hazardous Material then used, stored, or maintained upon the Premises, the use and hold harmless approximate quantity of each such material, a copy of any material safety data sheet (“MSDS”) issued by the manufacturer therefor, written information concerning the removal, transportation and disposal of the same, and such other information as Landlord may reasonably require or as may be required by Law. If any Hazardous Material is released, discharged or disposed of by Tenant or any Tenant Party on or about the Project in violation of the foregoing provisions, Tenant shall immediately, properly and in compliance with applicable Requirements clean up and remove the Hazardous Material from the Project and against any other affected property and all claims caused clean or replace any affected personal property (whether or not owned by such Toxic MaterialsLandlord), at Tenant’s expense. Such clean up and removal work shall be subject to Landlord’s prior written approval (except in emergencies), and shall include, without limitation, any testing, investigation, and the preparation and implementation of any remedial action plan required by any governmental body having jurisdiction or reasonably required by Landlord.
Appears in 1 contract
Sources: Office Lease (Sezzle Inc.)
Hazardous Materials. Neither Tenant nor Tenant's agents shall permit the introduction, placement, use, storage, manufacture, transportation, release or disposition (acollectively "Release") Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: any Hazardous Material(s) (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as on or about any portion of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent may be withheld in the sole and absolute discretion of Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, without any requirement of reasonableness in the exercise of that discretion. Notwithstanding the immediately preceding sentence to the contrary, Tenant may use de minimis quantities of the types of materials which are technically classified as Hazardous Materials but commonly used in domestic or office use to the extent not in an amount, which, either individually or cumulatively, would be a "reportable quantity" under any applicable Law. Tenant covenants that, at its sole cost and expense, Tenant will comply with all applicable Laws with respect to the Release by Tenant, its agents, employees, contractors or invitees of such permitted Hazardous Materials. Any Release beyond the scope allowed in this paragraph shall be subject to Landlord’s 's prior consent, which may be withheld in Landlord's sole and absolute discretion, that such itemsand shall require an amendment to the Lease in the event Landlord does consent which shall set forth the materials, scope of use, indemnification and the quantities thereof, are necessary or materially useful to Tenant’s business any other matter required by Landlord in Landlord's sole and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below)absolute discretion. Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) Landlord's agents harmless from and against any and all claims, costslosses, penalties, fines, lossesdamages, liabilities, attorneys’ feesor expenses arising in connection with the Release of Hazardous Materials in violation of Hazardous Materials Laws by Tenant, damagesTenant's agents or any other person using the Premises with Tenant's knowledge and consent or authorization. Tenant's obligation to defend, injuries, causes of action, judgmentshold harmless and indemnify pursuant to this Paragraph 6.4 shall survive Lease Termination. The foregoing indemnity shall not apply to, and expenses which arise during Tenant shall not be responsible for, the presence of Hazardous Materials on, under, or after about the Lease Term as a result Premises, Building or Common Area to the extent caused by any third parties or by Landlord or Landlord's employees, agents, contractors or invitees. Notwithstanding anything to the contrary contained in this Lease, Landlord hereby represents and warrants to Tenant that, to the best of Landlord's knowledge, (i) the receivingPremises, the Building, and Project are in compliance with all laws regarding Hazardous Materials ("Hazardous Materials Laws"); (ii) no asbestos-containing materials exist in or on the Premises, the Building, or Project; and (iii) any handling, use, storage, accumulation, transportation, generationstorage or use of Hazardous Materials that occurred in the Premises, spillagethe Building, migrationor Project prior to the Commencement Date is now in compliance with all Hazardous Materials Laws. Landlord further represents and warrants that, dischargeto the best of Landlord's knowledge, release no litigation has been brought or disposal threatened, nor any settlements reached with any governmental or private party, concerning the actual or alleged presence of Toxic Hazardous Materials in, upon on or about the Leased Premises Premises, Building, or the Project, by Tenant nor has Landlord received any notice of any violation, or its agentsalleged violation, employeesof any Hazardous Materials Laws, contractors, licensees, customers pending claims or invitees. This indemnification pending investigations with respect to the presence of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Hazardous Materials present in the soil, subsoils, ground water or elsewhere in, on, under on or about the Leased Premises Premises, Building, or the Project. This indemnification by Tenant under Landlord's representations and warranties set forth in this Section paragraph shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Net Lease Agreement (Laserscope)
Hazardous Materials. Subtenant and Subtenant's agents, employees, contractors, assignees and subtenants may not use, place, store or transport (acollectively, "Use") Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: Hazardous Material(s) (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as on or about any portion of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or Excluded Area or any other part of the Project.
Land (bor in connection with the use or operation of the Subtenant Improvements) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance unless Subtenant complies with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated Laws with respect to the Use by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by TenantSubtenant, its agents, employees, contractors, licenseesassignees or subtenants of such Hazardous Materials. Nothing herein shall be construed to allow Subtenant to release or dispose of (collectively, customers, "Release") Hazardous Materials in or invitees, without about any portion of the Premises or Excluded Area unless such Release is in compliance with applicable Laws. Any Use of the Hazardous Materials beyond the scope allowed in this Paragraph and any Release of Hazardous Materials shall be subject to Sublandlord's and Lessor's prior written consent of Landlordconsent, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, may be withheld in the exercise of Landlord’s Sublandlord's or Lessor's sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating require an amendment to the receivingSublease in the event Sublandlord and Lessor do consent which shall set forth the materials, handling, scope of use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above indemnification and any other federal, state, or local law, statute, ordinance, or regulation now matter required by Sublandlord and Lessor in effect or later enacted that pertains to occupational health or industrial hygiene, Sublandlord's and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”)Lessor's sole and absolute discretion. Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and Subtenant shall indemnify, protect, defend and hold Sublandlord and Sublandlord's agents harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costslosses, penalties, fines, lossesdamages, liabilities, attorneys’ feesor expenses arising in connection with the Use or Release of Hazardous Materials on or following the Commencement Date of this Sublease in violation of Law by Subtenant, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its Subtenant's agents, employees, contractors, licensees, customers assignees or invitees. This indemnification of subtenants using the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the ProjectExcluded Area. This indemnification by Tenant under Subtenant's obligation to defend, hold harmless and indemnify pursuant to this Section Paragraph 7 shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this LeaseSublease. The foregoing indemnity shall not apply to, Tenant and Subtenant shall take any and all action required to not be taken under responsible hereunder for, the Environmental Laws in order to surrender the Leased Premisespresence of Hazardous Materials on, including such portions of the Project which are subject to this Leaseunder, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or Excluded Area to the Project extent caused by TenantSublandlord, its agents, employees, contractors, licenseesassignees or subtenants (other than Subtenant); provided that Sublandlord hereby acknowledges and agrees that the foregoing indemnity is intended to supplement that certain Indemnity Agreement between Subtenant and Sublandlord in the form of Exhibit C to the Purchase Agreement (the "Indemnity Agreement"), customersand to the extent the foregoing indemnity contradicts Subtenant's obligations under the Indemnity Agreement, the Indemnity Agreement shall prevail. The parties hereto agree and Sublandlord shall have the right, upon reasonable advance notice to Subtenant, to inspect, investigate, sample and/or monitor the Premises and Excluded Area, including any soil, water, groundwater, or invitees.
other sampling, to the extent reasonably necessary to determine whether Subtenant is complying with the terms of this Sublease with respect to Hazardous Materials. In connection therewith, Subtenant shall provide Sublandlord with reasonable access to all portions of the Premises, the Subtenant Improvements and the Excluded Area (g) With regard subject to reasonable security measures imposed by Subtenant); provided, however, that Sublandlord shall avoid any Toxic Materials in, on, under unreasonable interference with the operation of Subtenant's business on or about in the Leased Premises or the Project Excluded Area. All costs reasonably incurred by Sublandlord in performing such inspections, investigation, sampling and/or monitoring shall be reimbursed by Subtenant to Sublandlord as Additional Rent within thirty (30) days after Sublandlord's demand for payment if it is determined that Hazardous Materials have been Used by Subtenant or Subtenant's Agents on or after the Commencement Date of this Sublease in violation of Laws or a Release of Hazardous Materials in violation of Laws has occurred on, in or under the Premises or the Excluded Area, or any portion thereof. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord and Subtenant acknowledges that (i) the Environmental Protection Agency is currently overseeing cleanup measures that are being conducted at the Land and at surrounding parcels of real property, (ii) the Land is part of a regional Superfund site known as the Middlefield-Elli▇-▇▇▇▇▇▇▇ (▇▇W) site, (iii) Raytheon, a former owner of the Land, is under a Consent Decree that provides that Raytheon will perform groundwater and soil remediation for the property it occupied and operated within the MEW area, (iv) in 1987, a soil-bentonite, subsurface, slurry wall was installed by Raytheon around the perimeter of the Land enclosing the soil and water bearing zones as part of the remedial measures conducted by Raytheon, (v) a groundwater extraction and treatment system was installed in 1987 on the Land and, as a long term remedial measure, groundwater is extracted from several well▇ ▇▇▇ated both within the boundaries of the Land and from adjacent property, (vi) a soil vapor extraction system (covering approximately a surface area of four acres and going to a depth of approximately 15 to 18 feet) was installed by Raytheon in 1996 to remediate the contaminated soils in the Land and Raytheon has petitioned and obtained approval from the Environmental Protection Agency for closure for part of the soil vapor remedial system, and (vii) the groundwater and soil treatment facilities referred to above are maintained by Raytheon and Raytheon has provided an indemnification to Subtenant to protect it from clean up or other liability related to contamination existing prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on date Subtenant acquired title to the Leased Premises or Land and the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materialsimprovements then located thereon.
Appears in 1 contract
Sources: Sublease Agreement (Fairchild Semiconductor International Inc)
Hazardous Materials. (aA) No Hazardous Materials, as defined herein, shall be Handled, as also defined herein, upon, about, above or beneath the Premises or any portion of the Building by or on behalf of Tenant, its subtenants or its assignees, or their respective contractors, clients, officers, directors, employees, agents, or invitees. Any such Hazardous Materials so Handled shall be known as Tenant’s Hazardous Materials. Notwithstanding the foregoing, normal quantities of Tenant’s Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be Handled at the Premises without Landlord’s prior written consent. Tenant’s Hazardous Materials shall be Handled at all times in compliance with the manufacturer’s instructions therefor and all applicable Environmental Laws, as defined herein.
(B) Notwithstanding the obligation of Tenant to indemnify Landlord represents pursuant to this Lease, Tenant shall, at its sole cost and warrants expense, promptly take all actions required by any Regulatory Authority, as defined herein, or necessary for Landlord to make full economic use of the Premises or any portion of the Building, which requirements or necessity arises from the Handling of Tenant’s Hazardous Materials upon, about, above or beneath the Premises or any portion of the Building. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises or any portion of the Building, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. Tenant that shall take all actions necessary to restore the Premises or any portion of the Building to the condition according to the standards for remediation allowable under applicable Environmental Laws. Tenant shall nevertheless obtain Landlord’s written approval prior to undertaking any actions required by this Section, which approval shall not be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or short-term effect on the Premises or any portion of the Building.
(C) Tenant agrees to execute affidavits, representations, and the like from time to time at Landlord’s request stating Tenant’s actual knowledge and as belief regarding the presence of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic MaterialsPremises.
Appears in 1 contract
Hazardous Materials. a. Subtenant shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release, or discharge any Hazardous Material (aas hereinafter defined) Landlord represents upon or about the Sublease Premises or the Building, nor permit Subtenant's employees, agents, contractors and warrants to Tenant that to Landlord’s actual knowledge and as other occupants of the Commencement DateSublease Premises to engage in such activities upon or about the Sublease Premises or the Building. However, the foregoing provisions shall not prohibit the transportation to and from, and use, storage, maintenance, and handling within, the Sublease Premises or the Building of substances customarily used in similar buildings provided: (i) the Leased Premises such substances shall be used and maintained only in such quantities as are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as reasonably necessary for Subtenant's permitted use of the Commencement Date; Sublease Premises, strictly in accordance with the any and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable locallaws, state and federal statutes, orderscodes, ordinances, rules or regulations (the "Law") and regulationsthe manufacturers' instructions therefor; (ii) such substances may be disposed of, Tenant released, or discharged at the Sublease Premises if permitted by and in compliance with the Law and shall not cause be transported to and from the Sublease Premises in compliance with the Law and as Sublandlord or permit Master Landlord shall reasonably require, (iii) if the Law or Master Landlord's trash removal contractor requires that any such substances from the Sublease Premises be disposed of separately from ordinary trash, Subtenant shall make arrangements at Subtenant's expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to reasonable scheduling and approval by Master Landlord), and shall ensure that disposal occurs frequently enough to prevent unnecessary storage or accumulation of such substances in the Sublease Premises, and (iv) any remaining such substances shall be completely, properly and lawfully removed by Subtenant from the Sublease Premises and the Building upon expiration or earlier termination of this Sublease or Subtenant's right to possession.
b. The term "Hazardous Materials" for purposes hereof shall mean any chemical, substance, material, waste or item waste, or component thereof, whether in a solid, liquid or gaseous state, which is now or becomes hereafter listed, defined, or regulated as a hazardous or toxic chemical, substance, material, or waste, or component thereof, by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic governing or otherwise adversely affects any part of the environmentregulatory body having jurisdiction, or creates risks which would trigger any employee or community "right-to-know" requirements adopted by any such body, or for which any such body has adopted any requirements for the preparation or distribution of any such hazards or effects to be brought uponmaterial safety data sheet, kept or used in or about issued by the Leased Premises or manufacturer therefor, written information concerning the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulationremoval, transportation, generation, spillage, migration, discharge, release and disposal of any flammablethe same, combustibleand such other information as the requesting party may reasonably require or as may be required by the Law, explosiveincluding, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined (a) the Resource Conservation and Recovery Act of 1976, 42 U.S.C. (S) 6901 et seq, as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local lawsamended from time to time, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to thereunder; (b) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 1980, 42 U.S.C. (CERCLAS) [42 USCS §§ 9601 et seq.], as amended from time to time, and regulations promulgated thereunder; the Resource Conservation and Recovery Act of 1976 (RCRAc) [42 USCS §§ 6901 et seq.]; the Federal Water Pollution Control Act/Clean Water Act, also known as the Federal Water Pollution Control Act 33 U.S.C. (FWPCAS) [33 USCS §§ 1251 et seq.]; the (d) Clean Air Act, 42 U.S.C. (S) 7901 et seq.; (e) Toxic Substances Control Act Act, 15 U.S.C. (TSCAS) [15 USCS §§ 2601 et seq.]; (f) the Hazardous Materials Transportation Act Act, 49 U.S.C. (HMTAS)(S) [49 USCS §§ 1801 et seq.]; and in the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments regulations adopted and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations publications promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local said laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against in any and all claims caused by such Toxic Materialsrevised or successor code thereto.
Appears in 1 contract
Hazardous Materials. (a) Tenant represents, warrants, and covenants to Landlord represents that:
a. Tenant and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of will remain in compliance with all applicable local, state and federal statutes, orderslaws, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part regulations (including consent decrees and administrative orders) relating to public health and safety and protection of the environment, including those statutes, laws, regulations, and ordinances identified in subparagraph 6.3g all as amended and modified from time to time (collectively, "Environmental Laws"). All governmental permits relating to the use or creates risks operation of the Premises required by applicable Environmental Laws are and will remain in effect, and Tenant will comply with them.
b. Tenant will not permit to occur any release, generation, manufacture, storage, treatment, transportation, or disposal of "Hazardous Material," as that term is defined in subparagraph 6.3g, on, in, under, or from the Premises. Tenant will promptly notify Landlord, in writing, if Tenant has or acquires notice or knowledge that any Hazardous Material has been or is threatened to be released, discharged, disposed of, transported, or stored on, in, under, or from the Premises; and if any Hazardous Material is found on the Premises, Tenant, at its own cost and expense, will immediately take such action as is necessary to detain the spread of and remove the Hazardous Material to the complete satisfaction of Landlord and the appropriate governmental authorities.
c. Tenant will immediately notify Landlord and provide copies upon receipt of all written complaints, claims, citations, demands, inquiries, reports, or notices relating to the condition of the Premises or compliance with Environmental Laws. Tenant will promptly cure and have dismissed with prejudice any such actions and proceeding to the satisfaction of Landlord. Tenant will keep the Premises free of any lien imposed pursuant to any Environmental Laws.
d. Landlord will have the right at all reasonable times and from time to time to conduct environmental audits of the Premises, and Tenant will cooperate in the conduct of each audit. The audits will be conducted by a consultant of Landlord's choosing. If any Hazardous Material is detected or if a violation of any of the warranties, representations, or covenants contained in this paragraph is discovered, the fees and expenses of such hazards consultant will be borne by Tenant and will be paid as Additional Rent under this Lease on demand by Landlord.
e. If Tenant fails to comply with any of the foregoing warranties, representations, and covenants, Landlord may cause the removal (or effects other cleanup acceptable to Landlord) of any Hazardous Material from the Premises. The costs of Hazardous Material removal and any other cleanup (including transportation and storage costs) will be brought uponAdditional Rent under this Lease, kept whether or used in or about not a court has ordered the Leased Premises or the Project cleanup, and such costs will become due and payable on demand by TenantLandlord. Tenant will give Landlord, its agents, employeesand employees access to the Premises to remove or otherwise clean up any Hazardous Material. Landlord, contractorshowever, licenseeshas no affirmative obligation to remove or otherwise clean up any Hazardous Material, customersand this Lease will not be construed as creating any such obligation.
f. Tenant agrees to indemnify, defend (with counsel reasonably acceptable to Landlord and at Tenant's sole cost), and hold Landlord and Landlord's affiliates, shareholders, directors, officers, employees and agents free and harmless from and against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind (including attorneys' and experts' fees and expenses and fees and expenses incurred in investigating, defending, or inviteesprosecuting any litigation, without claim, or proceeding) that may at any time be imposed upon, incurred by, or asserted or awarded against Landlord or any of them in connection with or arising from or out of:
i. any Hazardous Material on, in, under, or affecting all or any portion of the prior written consent Premises;
ii. any misrepresentation, inaccuracy, or breach of Landlordany warranty, which consent Landlord shall not withhold so long as covenant, or agreement contained or referred to in this paragraph;
iii. any violation or claim of violation by Tenant demonstrates to Landlord’s satisfaction, in of any Environmental Law; or
iv. the exercise imposition of Landlord’s sole and absolute discretion, that such items, and any lien for the quantities thereof, are necessary recovery of any costs for environmental cleanup or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders other response costs relating to the receivingrelease or threatened release of Hazardous Material. This indemnification is the personal obligation of Tenant and will survive termination of this Lease. Tenant, handlingits successors, useand assigns waive, storagerelease, accumulationand agree not to make any claim or bring any cost recovery action against Landlord under CERCLA, transportationas that term is defined in subparagraph 6.3g, generationor any state equivalent or any similar law now existing or enacted after this date. To the extent that Landlord is strictly liable under any such law, spillageregulation, migrationordinance, dischargeor requirement, release and disposal Tenant's obligation to Landlord under this indemnity will likewise be without regard to fault on the part of any flammableTenant with respect to the violation or condition that results in liability to Landlord.
g. For purposes of this Lease, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “"Hazardous Material" means: (i) "hazardous substances,” “hazardous materials,” “" or "toxic substances” or “asbestos containing materials” " as those terms are defined by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980 (CERCLA) [), 42 USCS §§ 9601 U.S.C. ss.9601, et seq.], or the Hazardous Materials Transportation Act, 49 U.S.C. ss.1801, all as amended and amended after this date; (ii) "hazardous wastes" as that term is defined by the Resource Conservation and Recovery Act of 1976 (RCRA), 42 U.S.C. ss.6901, et sec.., as amended and amended after this date; (iii) [42 USCS §§ 6901 et seq.]; any pollutant or contaminant or hazardous, dangerous, or toxic chemicals, materials, or substances within the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage meaning of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other applicable federal, state, or local law, statuteregulation, ordinance, or regulation now in effect requirement (including consent decrees and administrative orders) relating to or later enacted that pertains to occupational health imposing liability or industrial hygienestandards of conduct concerning any hazardous, and only to the extent that the occupational health or industrial hygiene laws, ordinancestoxic, or regulations relate to Hazardous Substances ondangerous waste substance or material, under, all as amended or about the Property, amended after this date; (iv) crude oil or the regulation or protection any fraction thereof which is liquid at standard conditions of the environmenttemperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (v) any radioactive material, including ambient airany source, soilspecial nuclear or by-product material as defined at 42 U.S.C. ss.2011, soil vaporet seq., groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials amended and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or amended after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materialsdate; (iivi) maintain asbestos in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals form or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materialscondition; and (ivvii) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materialspolychlorinated biphenyls (PCBs) or substances or compounds containing PCBs.
Appears in 1 contract
Sources: Building Lease (AcuNetx, Inc.)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any "Hazardous Material" (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, upon or about the Property, or the regulation or protection permit Tenant's employees, agents, contractors, and other occupants of the environmentPremises to engage in such activities upon or about the Property. However, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred the foregoing provisions shall not prohibit the transportation to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulationmaintenance and handling, transportationwithin, generationthe Premises of substances customarily used in offices (or such other business or activity expressly permitted to be undertaken in the Premises under Article 5), spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification provided: (a) such substances shall be used and maintained only in such quantities as are reasonably necessary for such permitted use of the Premises, strictly in accordance with applicable Law and the manufacturers' instructions therefor, (b) such substances shall not be disposed of, released or discharged on the Property, and shall be transported to and from the Premises in compliance with all applicable Laws, and as Landlord Indemnitees shall reasonably require, (c) if any applicable Law or Landlord's trash removal contractor requires that any such substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant's expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Tenant includesLandlord), without limitation, any and all costs incurred in connection with any investigation shall ensure that disposal occurs frequently enough to prevent unnecessary storage of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present such substances in the soilPremises, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
and (d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over remaining such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities substances shall be for completely, properly and lawfully removed from the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the Property upon expiration or earlier termination of this Lease, . Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to promptly notify Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project of: (i) prior any enforcement, cleanup or other regulatory action taken or threatened by any governmental or regulatory authority with respect to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements presence of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.Hazardous Material on
Appears in 1 contract
Sources: Lease Agreement (Infocure Corp)
Hazardous Materials. (a) Landlord represents Tenant covenants and warrants to Tenant agrees that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant it shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Material (as defined below) to be brought upon, kept kept, or used in or about the Leased Premises or the Project Building by Tenant, its agents, employees, contractors, licensees, customers, contractors or invitees, without the prior written consent of Landlord, which consent Landlord . The foregoing covenant shall not withhold extend to substances typically found or used in general office applications so long as Tenant demonstrates to Landlord(i) such substances and any equipment which generates such substances are maintained only in such quantities as are reasonably necessary for Tenant’s satisfaction, operations in the exercise Premises, (ii) such substances are used strictly in accordance with the manufacturers’ instructions therefor, (iii) such substances are not disposed of Landlord’s sole and absolute discretion, that such items, and in or about the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored Building in a manner that complies which would constitute a release or discharge thereof, and (iv) all such substances and any equipment which generates such substances are removed from the Building by Tenant upon the expiration or earlier termination of this Lease (collectively, the “Permitted Customary Office Hazardous Materials”). Any use, storage, generation, disposal, release or discharge by Tenant of Hazardous Materials in or about the Building as is permitted pursuant to this Paragraph shall be carried out in compliance with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all applicable federal, state and local laws, statutes, ordinances, codesrules and regulations. Moreover, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the no Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with resulting from any amendments of operations by Tenant shall be stored or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now maintained by Tenant in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use Building for more than ninety (collectively referred 90) days prior to herein as the “Environmental Laws”removal by Tenant (other than Permitted Customary Office Hazardous Materials). Such materials Tenant shall, annually within thirty (30) days after Tenant’s receipt of Landlord’s written request therefor, provide to Landlord a written list identifying any Hazardous Materials then maintained by Tenant in the Building, the use of each such Hazardous Material and substances are hereinafter collectively referred the approximate quantity of each such Hazardous Material so maintained by Tenant, together with written certification by Tenant stating, in substance, that neither Tenant nor any person for whom Tenant is responsible has released or discharged any Hazardous Materials in or about the Building. In the event that Tenant proposes to conduct any use or to operate any equipment which will or may utilize or generate a Hazardous Material other than as “Toxic Materials.” It specified in the first paragraph of this subsection, Tenant shall be the sole first in writing submit such use or equipment to Landlord for approval. No approval by Landlord shall relieve Tenant of any obligation of Tenant to obtain any permits and approvals required pursuant to this subsection, including the Environmental Lawsremoval, clean‑up and indemnification obligations imposed upon Tenant by this subsection. Without limiting Tenant shall, within five (5) days after receipt thereof, furnish to Landlord copies of all notices or other communications received by Tenant with respect to any actual or alleged release or discharge of any Hazardous Material in or about the generality Premises or the Building and shall, whether or not Tenant receives any such notice or communication, notify Landlord in writing of any discharge or release of Hazardous Material by Tenant or anyone for whom Tenant is responsible in or about the Premises or the Building. In the event that Tenant is required to maintain any Hazardous Materials license or permit in connection with any use conducted by Tenant or any equipment operated by Tenant in the Premises, copies of each such license or permit, each renewal or revocation thereof and any communication relating to suspension, renewal or revocation thereof shall be furnished to Landlord within five (5) days after receipt thereof by Tenant. Compliance by Tenant with the two immediately preceding sentences shall not relieve Tenant of any other obligation of Tenant pursuant to this subsection. Upon any violation of the foregoingforegoing covenants, Tenant shall comply with requirements be obligated, at Tenant’s sole cost, to clean‑up and remove from the Building all Hazardous Materials introduced into the Building by Tenant or any person or entity for the inventory of Toxic Materials imposed whom Tenant is responsible. Such clean‑up and removal shall include all testing and investigation required by any state or local lawsgovernmental authorities having jurisdiction and preparation and implementation of any remedial action plan required by any governmental authorities having jurisdiction. All such clean‑up and removal activities of Tenant shall, including in each instance, be conducted to the Environmental Laws.
(c) satisfaction of Landlord and all governmental authorities having jurisdiction. Landlord’s right of entry pursuant to Article 16 above shall include the right to enter and inspect the Premises for violations of Tenant’s covenants herein. Notwithstanding and in addition to the provisions of Article 14 above, subject to Section 15.05, Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “other Landlord Indemnitees”) Indemnified Parties from and against any and all claims, costs, penalties, finesliabilities, losses, liabilitiesactions, costs and expenses (including reasonable attorneys’ feesfees and costs of defense) incurred by such indemnified persons, damagesor any of them, injuries, causes of action, judgments, and expenses which arise during or after as the Lease Term as a result of (i) the receivingintroduction into or about the Building by Tenant or anyone for whom Tenant is responsible of any Hazardous Materials, handling, use(ii) the usage, storage, accumulation, transportationmaintenance, generation, spillagedisposition or disposal by Tenant or anyone for whom Tenant is responsible of Hazardous Materials in or about the Building, migration(iii) the discharge or release in or about the Building by Tenant or anyone for whom Tenant is responsible of any Hazardous Materials, discharge(iv) any injury to or death of persons or damage to or destruction of property resulting from the use, introduction, maintenance, storage, generation, disposal, disposition, release or disposal discharge by Tenant or anyone for whom Tenant is responsible of Toxic Hazardous Materials in, upon in or about the Leased Premises or the ProjectBuilding, by and (v) any failure of Tenant or anyone for whom Tenant is responsible to observe the foregoing covenants of this subsection. As used in this subsection, “Hazardous Materials” is used in its agentsbroadest sense and shall include any petroleum based products, employeespesticides, contractorspaints and solvents, licenseespolychlorinated biphenyl, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includeslead, without limitationcyanide, any DDT, acids, ammonium compounds and all costs incurred in connection with any investigation of site conditions other chemical products and any clean-upsubstance or material defined or designated as hazardous or toxic, remediationor other similar term, removal or restoration work required by any federal, state or local governmental agency environmental statute, regulation, or political subdivision because of Toxic Materials present ordinance affecting the Premises or Building presently in effect or that may be promulgated in the soilfuture, subsoilsas such statutes, ground water regulations and ordinances may be amended from time to time, including but not limited to the following statutes: Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. ‘ 9601 et seq.; Clean Air Act, 42 U.S.C. § 7401‑7626; Water Pollution Control Act (Clean Water Act of 1977), 33 U.S.C. § 1251 et seq.; Insecticide, Fungicide, and Rodenticide Act (Pesticide Act of 1987), 7 U.S.C. § 135 et seq.; Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq.; National Environmental Policy Act (NEPA) 42 U.S.C. § 4321 et seq.; Refuse Act of 1899, 33 U.S.C. § 407 et seq.; Tenant acknowledges that incorporation of any material containing asbestos into the Premises is absolutely prohibited. Tenant agrees, represents and warrants that it shall not incorporate or elsewhere inpermit or suffer to be incorporated, onknowingly or unknowingly, under or about any material containing asbestos into the Leased Premises or Premises. If any Hazardous Materials (other than those brought to the Project. This indemnification Building by Tenant or anyone claiming by, through or under this Section shall survive Tenant), as classified as such under applicable Legal Requirements as of the termination date hereof are discovered in the Premises during (a) the performance of Landlord’s Work or (b) the Lease Term, and in either instance, which applicable Legal Requirements require same to be abated, encapsulated, removed or otherwise remediated (as of the date hereof), then Landlord, at Landlord’s cost and expense (except to the extent same may be included in Operating Expenses pursuant to the terms of this Lease.
), following notice thereof by Tenant (dprovided no such notice shall be required in connection with subclause (a) If Tenant or its agentsabove), employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any ▇▇▇▇▇, encapsulate, remove or otherwise remediate such Hazardous Materials as and to the extent required in compliance with all action necessary Legal Requirements (to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord extent applicable) (it being agreed that with respect to subclause (a) above, such clean-up activities abatement, encapsulation, removal or remediation shall be for the account of Tenant. Any amount so expended performed by Landlord as part of Landlord’s Work). If following the Commencement Date, Tenant is actually prevented or prohibited from conducting business operations in the Premises (or portion thereof) due to Landlord’s compliance with its obligations under the immediately preceding sentence and Tenant in fact ceases to use the Premises, or such portion thereof, then Tenant, as its sole remedy, shall be paid by entitled to receive an abatement of Rent payable hereunder with respect to the portion of such space so affected for each day that Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto is so actually prevented or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws prohibited from conducting business operations in order to surrender the Leased Premises, including such portions portion of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or inviteesPremises.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Office Lease (Schrodinger, Inc.)
Hazardous Materials. (a) Tenant and Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance shall each comply with all Environmental Applicable Laws (as defined below) governing and relating to the Leased Premises as in effect industrial hygiene and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Leaseenvironmental conditions on, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by TenantBuilding including, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soilto, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Lawsground water conditions. Without limiting the generality of the foregoing, Tenant and Landlord shall comply with requirements for not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any “Hazardous Material” (as defined and interpreted in the inventory Applicable Laws in effect as of Toxic Materials imposed by any state the date of this Lease) upon or local lawsabout the Building, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnifynor permit their respective employees, protect, defend and hold harmless Landlord and its agents, employeesinvitees or contractors to engage in such activities upon or about the Building. However, representatives, directors the foregoing provisions shall not prohibit the transportation to and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgmentsfrom, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulationmaintenance and handling within, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred substances customarily used in connection with any investigation normal office use provided: (a) such substances shall be used and maintained only in such quantities as are reasonably necessary for the permitted use of site conditions the Premises and any clean-upstrictly in accordance with Applicable Laws and the manufacturer’s instructions therefore, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(db) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but substances shall not be obligated todisposed of, take such action. In such eventreleased or discharged on the Building, all costs incurred by Landlord with respect to such clean-up activities and shall be for transported to and from the account of Tenant. Any amount so expended by Premises in compliance with all Applicable Laws, and as Landlord shall reasonably require, (c) if any Applicable Law or Landlord’s trash removal contractor requires that any such substances be paid by disposed of separately from ordinary trash, Tenant promptly after demand shall make arrangements at Tenant’s expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project), and any injuries or damages relating directly or indirectly therefrom.
shall ensure that disposal occurs frequently enough to prevent unnecessary storage of such substances in the Premises, and (f) On or before d)any remaining such substances shall be completely, properly and lawfully removed from the Building upon expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Office Lease (Gramercy Capital Corp)
Hazardous Materials. (a) Landlord represents As used in this Lease, the term "HAZARDOUS MATERIALS" means and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: includes (i) the Leased Premises are in compliance with all Environmental Laws (any hazardous or toxic materials, substances or wastes as defined below) governing and relating to the Leased Premises as in effect and enforced as now or hereafter designated under any law, statute, Ordinance, rule, regulation, order or ruling of any agency of the Commencement Date; State, the United States Government or any local governmental authority, including without limitation asbestos, petroleum, petroleum hydrocarbons and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls, and freon and other chlorofluorocarbons, and (ii) except as disclosed any substance or matter which is in excess of permitted levels set forth in any federal, California or local law or regulation pertaining to Tenant in writing prior to the execution of this Leaseany hazardous or toxic substance, no Toxic Materials are present in, on material or under the Leased Premises or the Projectwaste.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises Premises, the Building, the Common Areas or any other portion of the Project by Tenant, its agents, employees, contractorssubtenants, assignees, licensees, customerscontractors or invitees (collectively, or inviteesthe "TENANT PARTIES"), without the prior written consent of Landlord, which consent Landlord shall not may withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Notwithstanding the foregoing, Tenant shall have the right, without obtaining prior written consent of Landlord, to utilize within the Premises ordinary and general office supplies such as copier toner, liquid paper, glue, ink and common household cleaning materials (some or all of which may constitute "Hazardous Materials" as defined in this Lease), provided that (A) Tenant shall maintain such products in their original retail packaging, shall follow all instructions on such packaging with respect to the storage, use and disposal of such products, and shall otherwise comply with all applicable laws with respect to such products and (B) all of the other terms and provisions of this Section 8.4 shall apply with respect to the use and disposal of all such products. In addition, concurrently with the execution of this Lease, Tenant shall complete and deliver to Landlord an Environmental Questionnaire in the form of EXHIBIT "H." Upon Landlord's request, Tenant shall disclose to Landlord in writing the names and amounts of all Hazardous Materials which were used, generated, stored, released or disposed of on, under or about the Premises and shall deliver to Landlord complete and legible copies of all documents reasonably requested by ▇▇▇▇▇▇▇▇ which relate to the use, generation, storage, release or disposal of Hazardous Materials at the Premises. Landlord may, in its sole discretion, place such conditions as Landlord deems appropriate with respect to any such Hazardous Materials, and may further require that Tenant demonstrate that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and Hazardous Materials will be usedgenerated, kept stored, used and stored disposed of in a manner that complies with all Environmental Laws (as defined below)applicable laws and regulations pertaining thereto and with good business practices. Tenant shall complyLandlord may utilize an environmental consultant to assist in determining conditions of approval in connection with the use, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, usegeneration, storage, accumulation, transportationrelease or disposal of any Hazardous Materials by Tenant on or about the Premises or to conduct periodic inspections of the use, generation, spillage, migration, dischargestorage, release and or disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the by ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements upon Landlord's demand reimburse Landlord for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, costs and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred incurs in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Projecttherewith. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before Upon the expiration or earlier termination of this Lease, Tenant shall take promptly remove from the Premises, the Building and the Project, at its sole cost and expense, any and all action required to be taken under the Environmental Laws in order to surrender the Leased PremisesHazardous Materials, including such portions of the Project any equipment or systems containing Hazardous Materials which are subject to this Leaseinstalled, to Landlord in a condition which would be completely free of any and all Toxic Materials caused brought upon, stored, used, generated or permitted to be in or about the Leased Premises or the Project by Tenantreleased upon, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises Premises, the Building or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated portion of it by Tenant or any of the Tenant Parties. If Tenant fails to perform any obligation under this Section and such failure continues for ten (10) days after ▇▇▇▇▇▇'s receipt of written notice from Landlord, Landlord shall (i) bear may, without waiving or releasing Tenant from any of Tenant's obligations, perform such obligation on behalf of Tenant. All sums so paid by ▇▇▇▇▇▇▇▇ and all financial and other responsibility for insuring that necessary incidental costs incurred by Landlord in performing such Toxic Materials obligations shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; payable by Tenant to Landlord within five (ii5) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materialsdays after demand therefor as additional rent.
Appears in 1 contract
Sources: Lease Agreement (Eyeonics Inc)
Hazardous Materials. (a) Landlord represents and warrants to Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, A. Hazardous Materials. Tenant shall not cause transport, use, store, maintain, generate, manufacture, handle, dispose, release, discharge, spill or permit leak any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws "Hazardous Material" (as defined below), or permit Tenant's employees, agents, contractors, or other occupants of the Premises to engage in such activities on or about the Building or the Property. Tenant However, the foregoing provisions shall complynot prohibit the transportation to and from, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulationmaintenance and handling within, transportation, generation, spillage, migration, discharge, release the Premises of substances customarily and disposal lawfully used in the business which Tenant is permitted to conduct in the Premises under this Lease but only as an incidental and minor part of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local lawssuch business, and provided: (i) such substances shall be properly labeled, contained, used and stored only in small quantities reasonably necessary for such permitted use of the regulations adopted Premises and the ordinary course of Tenant's business therein, strictly in publications promulgated pursuant to said lawsaccordance with applicable Laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygienehighest prevailing standards, and only the manufacturers' instructions therefor, and as Landlord shall reasonably require, (ii) Tenant shall provide Landlord with ten (10) days advance notice and current Material Safety Data Sheets ("MSDSs") therefor, and Landlord reserves the right to the extent that the occupational health prohibit or industrial hygiene lawslimit such substances in each such instance, ordinances(iii) such substances shall not be disposed of, released, discharged or regulations relate permitted to Hazardous Substances on, under, spill or leak in or about the PropertyPremises, the Building or the regulation Property (and under no circumstances shall any Hazardous Material be disposed of within the drains or protection plumbing facilities in or serving the Premises, the Building or the Property or in any other public or private drain or sewer, regardless of the environmentquantity or concentration), including ambient air, soil, soil vapor, groundwater, surface water, (iv) if any applicable Law or land use (collectively referred to herein as the “Environmental Laws”). Such materials and Landlord's trash removal contractor requires that any such substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation disposed of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingseparately from ordinary trash, Tenant shall comply make arrangements at Tenant's expense for such disposal in approved containers directly with requirements for the inventory of Toxic Materials imposed by a qualified and licensed disposal company at a lawful disposal site, and (v) any state or local laws, including the Environmental Laws.
(c) Tenant remaining such substances shall be solely responsible for completely, properly and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as lawfully removed from the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises Building or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the Property upon expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. (aExcept as provided in Paragraph 9(b)(1) Landlord represents and warrants to below Tenant that to Landlord’s actual knowledge and as shall not use, generate, manufacture, produce, store, release, discharge, or dispose of, on, under or about the Premises or any part of the Commencement Date: (i) Project, or transport to or from the Leased Premises are in compliance with all Environmental Laws or any part of the Project, any Hazardous Material (as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Leaseor allow its employees, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customersinvitees or any other person or entity to do so.
(1) Notwithstanding the foregoing, Tenant shall be permitted to use and store in, and transport to and from, the Premises the Hazardous Materials identified on EXHIBIT D hereto and by this reference incorporated herein, including wastes generated from the use of such identified Hazardous Materials ("Permitted Hazardous Materials") so long as: (a) each of the Permitted Hazardous Materials is used or stored in, or inviteestransported to and from, the Premises only to the extent necessary for Tenant's operation of its business at the Premises; (b) at no time shall any Permitted Hazardous Material be on, under or about the Premises in excess of the quantity specified therefor in EXHIBIT D; and (c) the conditions set forth in this Paragraph 9(b) are strictly complied with. If Tenant desires to use, store in, or transport to the Premises Hazardous Materials other than Permitted Hazardous Materials used by Tenant in the quantities designated on EXHIBIT D Tenant shall notify Landlord at least thirty (30) days prior to such proposed use, storage or transportation, and any such use, storage or transportation of additional Hazardous Materials (and any related amendment or supplement of EXHIBIT D) shall be subject to Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. The right to use and store in, and transport to and from, the Premises the Permitted Hazardous Materials is personal to Advanced Polymer and may not be assigned or otherwise transferred by Advanced Polymer without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. Any consent by Landlord pursuant to Paragraph 15 of this Lease to an assignment, transfer, subletting, mortgage, pledge, hypothecation or encumbrance of this Lease, and any interest therein or right or privilege appurtenant thereto, shall not withhold so long constitute consent by Landlord to the use or storage in, or transportation to, the Premises of any Hazardous Material (including a Permitted Hazardous Material) by any such assignee, sublessee or transferee unless Landlord expressly agrees otherwise in writing. Any consent by Landlord to the use or storage in, or transportation to or from the Premises, of any Hazardous Material (including a Permitted Hazardous Material) by an assignee, sublessee or transferee of Tenant shall not constitute a waiver of Landlord's right to refuse such consent as to any subsequent assignee or transferee.
(2) Tenant demonstrates shall comply with and shall cause Tenant's employees, agents, contractors, licensees and invitees (collectively, "Tenant's Agents") to Landlord’s satisfactioncomply with, and shall keep and maintain the Premises and cause Tenant's Agents to keep and maintain the Premises, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies compliance with all Environmental Environ-mental Laws (as defined below). Neither Tenant nor Tenant's Agents shall complyviolate, or cause or permit the Premises to be in violation of, any Environmental Laws. Tenant shall, at its sole costown expense during Tenant's use or occupancy, with all federalprocure, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals required for Tenant's use of the Premises. Following the Commencement Date or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnifyearlier date as Tenant takes possession of or commences use of the Premises for construction of Tenant Improvements or otherwise, defend and hold harmless Tenant from and against shall cause any and all claims caused Hazardous Materials removed from the Premises to be removed and transported solely by duly licensed handlers to duly licensed facilities for final disposal of such Toxic Materialsmaterials and wastes. Tenant acknowledges that the sewer piping at the Project is made of ABS plastic. Accordingly, without Landlord's prior written consent, which may be given or withheld in Landlord's sole discretion, only ordinary domestic sewage is permitted to be put into the drains at the Premises. UNDER NO CIRCUMSTANCES SHALL TENANT EVER DEPOSIT ANY ESTERS OR KETONES (USUALLY FOUND IN SOLVENTS TO CLEAN UP PETROLEUM PRODUCTS) IN THE DRAINS AT THE PREMISES. If Tenant desires to put any substances other than ordinary domestic sewage into the drains, it shall first submit to Landlord a complete description of each such substance, including its chemical composition, and a sample of such substance suitable for laboratory testing. Landlord shall promptly determine whether or not the substance can be deposited into the drains and its determination shall be absolutely binding on Tenant. Upon demand, Tenant shall reimburse Landlord for expenses incurred by Landlord in making such determination. If any substances not so approved hereunder are deposited in the drains in Tenant's Premises, Tenant shall be liable to Landlord for all damages resulting therefrom, including, but not limited to, all costs and expenses incurred by Landlord in repairing or replacing the piping so damaged.
Appears in 1 contract
Sources: Lease Agreement (Advanced Polymer Systems Inc /De/)
Hazardous Materials. (a) Tenant (i) will not conduct any activity on the Premises that will use or produce any Hazardous Materials, except for such activities that are both (1) part of the ordinary course of Tenant’s business activities and (2) conducted in accordance with all Environmental Laws; (ii) will not use the Premises in any manner for the storage of any Hazardous Materials except for storage of such materials that are both (1) used in the ordinary course of Tenant’s business and (2) properly stored in a manner and location satisfying all Environmental Laws; (iii) will not install any underground tanks of any type; and (iv) will not permit its Invitees to introduce any Hazardous Materials onto the Premises, except in the ordinary course of Tenant’s business and in compliance with all Environmental Laws. If any Hazardous Materials are introduced on the Premises in violation of the above provisions of this Section, the same shall be immediately removed by Tenant, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. If at any time during or after the Lease Term the Premises are found to be so contaminated or subject to such conditions as a result of Tenant’s failure to comply with the foregoing provisions, then, to such extent, Tenant shall defend and hold Landlord represents harmless from all claims, demands, actions, liabilities, costs, expenses, damages and warrants obligations of any nature arising from or as a result of the use of the Premises by Tenant or its Invitees. Tenant will maintain on the Premises a list of all materials stored at the Premises for which a material safety data sheet (an “MSDS”) was issued by the producers or manufacturers thereof, together with copies of the MSDS’s for such materials, and shall deliver such list and MSDS copies to Tenant that to Landlord upon Landlord’s actual knowledge and written request therefor. Except for Hazardous Materials that were released, existed in, on or near the Premises as of the Commencement Date: (i) , Tenant shall remove all Hazardous Materials from the Leased Premises are in compliance with all Environmental Laws (as defined below) governing and relating a manner acceptable to Landlord before the Leased Premises as in effect and enforced as earlier of the Commencement Date; date Tenant vacates the Premises or the date Tenant’s right to possess the Premises ends. Landlord may, upon reasonable advance written notice to Tenant, enter the Premises and conduct environmental inspections and tests therein as it may require from time to time, provided that Landlord shall use reasonable due diligence to minimize the interference with Tenant’s business. Such inspections and tests shall be conducted at Landlord’s expense, unless they reveal the presence of Hazardous Materials in violation of the above provisions of this Section or that Tenant has not complied with the requirements of this Section, in which case Tenant shall reimburse Landlord for the reasonable cost thereof within 30 days after Landlord’s request therefor together with reasonable and customary back-up documentation.
(iib) except as disclosed to Tenant in writing prior Prior to the execution of this Lease, no Toxic Landlord has furnished to Tenant copies of the environmental assessment reports and related documents identified as Exhibit H. Landlord represents to Tenant that, except as may be disclosed in the environmental assessment reports and related documents identified in Exhibit H, Landlord has not received any written notice, demand, claim, citation, complaint, request for information or similar communication with respect to, and does not otherwise have actual knowledge of, the existence of Hazardous Materials are present in, on or under at the Leased Premises or Project in violation of Environmental Laws. Notwithstanding anything to the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of contrary in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulationsthis Lease, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such itemsresponsible, and the quantities thereof, are necessary or materially useful to Tenant’s business Landlord hereby indemnifies and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). holds Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all liabilities, claims, costscosts and expenses, penalties, fines, losses, liabilities, including reasonable attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, arising from any release or disposal threat of Toxic Materials in, upon or about the Leased Premises release or the Projectpresence or existence of Hazardous Materials at the Project if caused by Landlord or persons acting under Landlord or if existing at the Project prior to the Commencement Date. Without limiting the foregoing, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about event any Hazardous Materials are discovered at the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time Project during the term of this Lease by any governmental authority having jurisdiction over such contaminationexcavation or construction process, then Tenant shall Landlord shall, at Landlord’s sole cost and expense, promptly take any and all such necessary action necessary to clean-up such contamination ensure that the Project complies with all applicable Environmental Laws. Notwithstanding anything to the contrary in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant Landlord shall take any not place an Activity and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of Use Limitation on the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility part thereof that would impair Tenant’s right to use the Premises for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materialsthe Permitted Use.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents and warrants to A. Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are in compliance shall comply with all Environmental Laws (as defined belowhereinafter defined) governing pertaining to Tenant's occupancy and relating use of the Premises and concerning the proper storage, handling and disposal of any Hazardous Material (as hereinafter defined) introduced to the Leased Premises as in effect and enforced as Premises, the Building or the Property by Tenant or other occupants of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior Premises, or their employees, servants, agents, contractors, customers or invitees. Landlord shall comply with all Environmental Laws applicable to the execution of this Lease, no Toxic Materials are present in, on or under Property other than those to be complied with by Tenant pursuant to the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, preceding sentence. Tenant shall not cause generate, store, handle or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks dispose of any such hazards or effects to be brought uponHazardous Material in, kept or used in on, or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, Property without the prior written consent of Landlord, which may be withheld in Landlord's sole discretion, except that such consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only required to the extent that the occupational health or industrial hygiene laws, ordinancesof Hazardous Material packaged and contained in office products for consumer use in general business offices in quantities for ordinary day-to-day use provided such use does not give rise to, or regulations relate pose a risk of, exposure to or release of Hazardous Substances on, under, Material. In the event that Tenant is notified of any investigation or about violation of any Environmental Law arising from Tenant's activities at the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingPremises, Tenant shall comply immediately deliver to Landlord a copy of such notice. In such event or in the event Landlord reasonably believes that a violation of Environmental Law exists, Landlord may conduct such tests and studies relating to compliance by Tenant with requirements Environmental Law or the alleged presence of Hazardous Material upon the Premises as Landlord deems desirable, all of which shall be completed at Tenant's expense, if it is determined that Tenant has breached its obligations under this Section. Landlord's inspection and testing rights are for the inventory of Toxic Materials imposed by Landlord's own protection only, and Landlord has not, and shall not be deemed to have assumed any state responsibility to Tenant or local laws, including the any other party for compliance with Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during or after the Lease Term as a result of the receivingexercise, handlingor non- exercise of such rights. Tenant hereby indemnifies, useand agrees to defend, storageprotect and hold harmless, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, from any and all costs incurred loss, claim, demand, action, expense, liability and cost (including attorneys' fees and expenses) arising out of or in connection with any investigation way related to the presence of site conditions and any clean-up, remediation, removal or restoration work required Hazardous Material introduced to the Premises during the Lease Term by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any party other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such actionLandlord. In case of any action or proceeding brought against the Indemnitees by reason of any such eventclaim, all costs incurred upon notice from Landlord, Tenant covenants to defend such action or proceeding by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand counsel chosen by Landlord, with interest at in Landlord's reasonable discretion. Landlord reserves the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic noticeright to settle, which shall later be confirmed by written notice, compromise or dispose of any and all accumulationsactions, spillage, discharge, release claims and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior demands related to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materialsforegoing indemnity.
Appears in 1 contract
Sources: Lease (Loudcloud Inc)
Hazardous Materials. (a) Landlord represents Tenant shall keep the demised premises free of Hazardous Materials (as hereinafter defined), except as is typical for Tenant's then use which initially shall include, without limitation, the maintenance of vehicles with the attendant storing and warrants to using of oil, greases, solvents, etc., and the storing of waste materials derived therefrom, and it is understood that trucks and vehicles stored and/or parked on or in the demised premises may have fuel oil in such truck or vehicle, but Tenant that to Landlord’s actual knowledge and as of the Commencement Date: (i) the Leased Premises are shall be in all respects responsible for compliance with all Environmental Laws laws and regulations pertaining to such fuel oil, greases, solvents, etc. and the storing of such waste materials as a Hazardous Material and for the indemnification of Landlord and Landlord's representatives with respect thereto as further provided in this paragraph (as defined below) governing and relating to a). Without limiting the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulationsforegoing, Tenant shall not cause or permit any substance, material, waste the demised premises or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environmentthereof to be used to generate, manufacture, refine, produce or creates risks process Hazardous Materials, nor shall Tenant cause or permit, as a result of any such hazards intentional or effects to be brought uponunintentional act or omission on the part of Tenant or any permitted subtenants or contractors or other invitees, kept or used in each case, of Tenant, a release of Hazardous Materials in or about onto the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below)demised premises. Tenant shall complycomply with, at its sole costand ensure compliance by any permitted subtenant or contractors or other invitees of Tenant with, with all applicable federal, state and local laws, statutes, ordinances, codes, rules and regulations and orders relating to Hazardous Materials, by whomever triggered, and shall obtain and comply with, and ensure that all permitted subtenants or contractors or other invitees of Tenant comply with, any and all approvals, registrations or permits required thereunder. In addition, Tenant shall comply with and ensure compliance by all permitted subtenants or contractors or other invitees of Tenant with, all federal, state and local laws and regulations applicable to the receivingdemised premises dealing with asbestos.
(b) Tenant hereby covenants and agrees that Tenant shall defend, handlingindemnify, useand hold harmless Landlord and Landlord's representatives from and against any claims, storagedemands, accumulationpenalties, transportationfines, generationliabilities, spillagesettlements, migrationdamages, dischargecosts, release and disposal or expenses of any flammablewhatever kind or nature, combustibleknown or unknown, explosivecontingent or otherwise, infectiousincluding, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, reasonable attorneys' and experts' fees, arising out of, or in any way related to (i) the presence, disposal, release, or threatened release of any Hazardous Materials on, in or from the demised premises, (ii) any personal injury (including, without limitation, wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (iii) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, and/or (iv) any violation of laws, orders, regulations, requirements 66 or demands of governmental authorities, which are based upon or in any way related to such Hazardous Materials, including, without limitation, attorney and expert fees, investigation and laboratory fees, court costs, and litigation expenses. The foregoing covenant by Tenant to indemnify and hold harmless Landlord and its representatives shall not apply if Tenant establishes that neither it nor its invitees, contractors or permitted sublessees introduced or caused the presence, disposal, release or threatened release of such Hazardous Materials on, in or from the demised premises.
(c) For the purpose of this Section 20.01, the term "Hazardous Materials" shall mean (i) any solid or liquid wastes (including hazardous wastes), hazardous air pollutants, hazardous substances defined as “(including asbestos, polychlorinated biphenyls and petroleum), hazardous substances,” “hazardous materials,” “chemical substances and mixtures, toxic substances” or “asbestos containing materials” by federal, state or local lawspollutants and contaminants, and as such terms are defined in the regulations adopted in publications promulgated pursuant to said lawsNational Environmental Policy Act (42 U.S.C. ss. 4231 et seq.), including but not limited to the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980 (CERCLA) [42 USCS §§ U.S.C. Sections 9601 et seq.]; ), as amended by the Superfund Amendments and Reauthorization Act of 1986 ("CERCLA"), the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ U.S.C. ss. 6901 et seq.]; ), as amended by the Clean Water Hazardous and Solid Waste Amendments of 1984, the Hazardous Materials Transportation Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act, the Clean Water Act (TSCA) [15 USCS §§ 2601 33 U.S.C. ss. 1321 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide), Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; Act, the Occupational Safety and Health Act [(29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 U.S.C. ss. 651 et seq.]; ), Article 30 of the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with New York State Labor Law, and/or in any amendments of or regulations promulgated under the statutes cited above and pursuant thereto, and/or in any other applicable federal, state, state or local law, statuterule, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environmentordinance governing hazardous or toxic substances and (ii) any substance, including ambient air, soil, soil vapor, groundwater, surface water, water or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall indemnify, protect, defend and hold harmless Landlord and its agents, employees, representatives, directors and officers (collectively hereinafter referred to as the “Landlord Indemnitees”) from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses material which arise during or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required has been determined by any federal, state or local government authority to be capable of posing a risk of injury to health, safety or property, including, but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the United States Environmental Protection Agency, the United States Department of Labor, the United States Department of Transportation and/or any other federal, state or local governmental agency now or political subdivision because of Toxic Materials present hereafter authorized to regulate materials and substances in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Leaseenvironment.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Hazardous Materials. (a) Landlord represents Lessee shall operate and warrants to Tenant that to Landlord’s actual knowledge maintain the CREZ Assets and as conduct all of the Commencement Date: (i) the Leased Premises are its other activities in respect thereof in compliance in all material respects with all any Environmental Laws (as defined below) governing and other Applicable Laws relating to air, water, land and the Leased Premises as generation, storage, use, handling, transportation, treatment or disposal of Hazardous Materials. Lessee shall promptly notify Lessor of any such violation that is a Lessor Material Matter. To the extent Lessee becomes aware of any environmental, health, safety or security matter that requires a corrective action, Lessee shall (in effect consultation with Lessor in the case of any Lessor Material Matter) undertake and enforced as of complete such corrective action. Lessee shall have the Commencement Date; and (ii) except as disclosed obligation to Tenant report any such violations to the appropriate Regulatory Authorities in writing accordance with Applicable Law and, if practicable, shall give notice thereof to Lessor prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Projectmaking such report with respect to any Lessor Material Matter.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations, Tenant shall not cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects to be brought upon, kept or used in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees, without the prior written consent of Landlord, which consent Landlord shall not withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s sole and absolute discretion, that such items, and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall comply, at its sole cost, with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “asbestos containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoing, Tenant Lessee shall comply with requirements for not (i) place or locate any underground tanks on the inventory property underlying the CREZ Assets, (ii) generate, manufacture, transport, produce, use, treat, store, release, dispose of Toxic or otherwise deposit Hazardous Materials imposed in or on the CREZ Assets, the property underlying the CREZ Assets or any portion thereof other than as permitted by Environmental Laws that govern the same or are applicable thereto, (iii) permit any state other substances, materials or local lawsconditions in, including on or emanating from the Environmental LawsCREZ Assets, the property underlying the CREZ Assets or any portion thereof which may support a claim or cause of action under any Applicable Law or (iv) undertake any action that would reasonably be expected to cause an unauthorized release of Hazardous Materials at the property underlying the CREZ Assets.
(c) Tenant Lessee shall be solely responsible for periodically, at intervals determined in its reasonable discretion in accordance with Good Utility Practice or as required by Applicable Law, at Lessee’s sole expense, conduct inspections of all components of the CREZ Assets to ensure compliance with Applicable Laws and with this Section 4.6, and shall indemnifypromptly notify Lessor of the results of any such inspections. Lessor may, protectat Lessor’s expense, defend conduct its own testing at times determined in its reasonable discretion, and hold harmless Landlord after reasonable consultation with Lessee, to ensure Lessee’s compliance with Applicable Laws and its agentswith this Section 4.6, employeesprovided, representativeshowever, directors and officers (collectively hereinafter referred that Lessor agrees to as the “Landlord Indemnitees”) indemnify Lessee from and against any and all claims, costs, penalties, fines, losses, liabilities, attorneys’ fees, damages, injuries, causes of action, judgments, and expenses which arise during Claims suffered or after the Lease Term as a result of the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises or the Project. This indemnification by Tenant under this Section shall survive the termination of this Lease.
(d) If Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except the Landlord Indemnitees) causes contamination or deterioration of water or soil resulting in a level of contamination greater than the maximum levels established from time to time during the term of this Lease by any governmental authority having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord may, but shall not be obligated to, take such action. In such event, all costs incurred by Landlord Lessee and arising from Lessor’s testing in accordance with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlord, with interest at the maximum rate permitted by lawSection 12.2.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, of any and all accumulations, spillage, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Project, and any injuries or damages relating directly or indirectly therefrom.
(f) On or before the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Lease Agreement (InfraREIT, Inc.)
Hazardous Materials. (a) Landlord represents Except for ordinary and warrants to Tenant that to Landlord’s actual knowledge general office supplies, such as copier toner, liquid paper, glue, ink and as common household cleaning materials (some or all of the Commencement Date: (i) the Leased Premises are in compliance with all Environmental Laws (which may constitute “Hazardous Materials’ as defined below) governing and relating to the Leased Premises as in effect and enforced as of the Commencement Date; and (ii) except as disclosed to Tenant in writing prior to the execution of this Lease, no Toxic Materials are present in, on or under the Leased Premises or the Project.
(b) Except for reasonable amounts of commercially available office and manufacturing products used, stored and disposed of in compliance with all applicable local, state and federal statutes, orders, ordinances, rules and regulations), Tenant shall agrees not to cause or permit any substance, material, waste or item which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment, or creates risks of any such hazards or effects Hazardous Materials to be brought upon, kept stored, used, handled, generated, released or used in disposed of on, in, under or about the Leased Premises Premises, the Building, the Common Areas or any other portion of the Project by Tenant, its agents, employees, contractorssubtenants, assignees, licensees, customerscontractors or invitees (collectively, or inviteesTenant’s Parties”), without the prior written consent of Landlord, which consent Landlord shall not may withhold so long as Tenant demonstrates to Landlord’s satisfaction, in the exercise of Landlord’s its sole and absolute discretion. Concurrently with the execution of this Lease, that such itemsTenant agrees to complete and deliver to Landlord an Environmental Questionnaire in the form of Exhibit “G” attached hereto. Upon the expiration or earlier termination of this Lease, Tenant agrees to promptly remove from the Premises, the Building and the quantities thereof, are necessary or materially useful to Tenant’s business and will be used, kept and stored in a manner that complies with all Environmental Laws (as defined below). Tenant shall complyProject, at its sole costcost and expense, with any and all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receiving, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release and disposal of any flammable, combustible, explosive, infectious, corrosive, caustic, irritant, strong sensitizing, carcinogenic or radioactive materials, hazardous waste, toxic substances or related materialsHazardous Materials, including without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” any equipment or “asbestos systems containing materials” by federal, state or local laws, and in the regulations adopted in publications promulgated pursuant to said laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticidewhich are installed, Fungicidebrought upon, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 3OOf et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [II & SC §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & SC §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & SC §§ 24249.5 et seq.]; the ▇▇▇▇▇▇-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any amendments of stored, used, generated or regulations promulgated released upon, in, under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the PropertyPremises, the Building and/or the Project or any portion thereof by Tenant or any of Tenant’s Parties. To the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (collectively referred to herein as the “Environmental Laws”). Such materials and substances are hereinafter collectively referred to as “Toxic Materials.” It shall be the sole obligation of Tenant to obtain any permits and approvals required pursuant to the Environmental Laws. Without limiting the generality of the foregoingfullest extent permitted by law, Tenant shall comply with requirements for the inventory of Toxic Materials imposed by any state or local laws, including the Environmental Laws.
(c) Tenant shall be solely responsible for and shall agrees to promptly indemnify, protect, defend and hold harmless Landlord and its agentsLandlord’s partners, officers, directors, employees, representativesagents, directors successors and officers assigns (collectively hereinafter referred to as the “Landlord Indemniteescollectively, landlord indemnified Parties”) from and against any and all claims, costsdamages, judgments, suits, causes or action, losses, liabilities, penalties, fines, lossesexpenses and costs (including, liabilitieswithout limitation, clean-up, removal, remediation and restoration costs, sums paw in settlement of claims, attorneys’ fees, damages, injuries, causes of action, judgments, consultant fees and expenses expert fees and court costs) which arise during or after result from the Lease Term as a result presence of the receivingHazardous Materials on, handling, use, storage, accumulation, transportation, generation, spillage, migration, discharge, release or disposal of Toxic Materials in, upon or about the Leased Premises or the Project, by Tenant or its agents, employees, contractors, licensees, customers or invitees. This indemnification of the Landlord Indemnitees by Tenant includes, without limitation, any and all costs incurred in connection with any investigation of site conditions and any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Toxic Materials present in the soil, subsoils, ground water or elsewhere in, on, under or about the Leased Premises Premises, the Building or any other portion of the Project. This indemnification Project and which are caused or permitted by Tenant under this Section shall survive or any of Tenant’s Parties. Tenant agrees to promptly notify Landlord of any release of Hazardous Materials in the termination Premises, the Building or any other portion of the Project which Tenant becomes aware of during the Term of this Lease.
(d) If , whether caused by Tenant or its agents, employees, contractors, licensees, customers or invitees or any other parties (except persons or entities. In the event of any release of Hazardous Materials caused or permitted by Tenant or any of Tenant’s Parties, Landlord Indemnitees) causes contamination shall have the right, but not the obligation, to cause Tenant to immediately take all steps Landlord deems necessary or deterioration appropriate to remediate such release and prevent any similar future release to the satisfaction of water or soil resulting in a level of contamination greater than the maximum levels established from time to time Landlord. At all times during the term Term of this Lease. Landlord will have the right, but not the obligation, to enter upon the Premises to Inspect, Investigate, sample and/or monitor the Premises to determine if Tenant is in compliance with the terms of this Lease by regarding Hazardous Materials. As used in this Lease, the term “Hazardous Materials” shall mean and include any governmental authority having jurisdiction over such contaminationhazardous or toxic materials, then Tenant shall promptly take substances or wastes as now or hereafter designated under any and all action necessary to clean-up such contamination in the manner required by law. If Tenant fails to take such action, Landlord maystatute, but shall not be obligated toordinance, take such action. In such eventrule, all costs incurred by Landlord with respect to such clean-up activities shall be for the account of Tenant. Any amount so expended by Landlord shall be paid by Tenant promptly after demand by Landlordregulation, with interest at the maximum rate permitted by law.
(e) Tenant shall immediately provide Landlord with telephonic notice, which shall later be confirmed by written notice, order or ruling of any agency of the State, the United States Government or any local governmental authority, Including, without limitation, asbestos, petroleum, petroleum hydrocarbons and all accumulationspetroleum based products, spillageurea formaldehyde foam Insulation, discharge, release and disposal of Toxic Materials, onto or within the Leased Premises or the Projectpolychlorinated biphenyis (PCBs”), and any injuries or damages relating directly or indirectly therefrom.
(f) On or before freon and other chlorofluorocarborns. The provisions of this Section 6.4 will survive the expiration or earlier termination of this Lease, Tenant shall take any and all action required to be taken under the Environmental Laws in order to surrender the Leased Premises, including such portions of the Project which are subject to this Lease, to Landlord in a condition which would be completely free of any and all Toxic Materials caused or permitted to be in or about the Leased Premises or the Project by Tenant, its agents, employees, contractors, licensees, customers, or invitees.
(g) With regard to any Toxic Materials in, on, under or about the Leased Premises or the Project (i) prior to the commencement of this Lease or (ii) that have been spilled, discharged, or disposed on the Leased Premises or the Project by Landlord, its agents, employees or contractors, or any Toxic Materials generated by Landlord, Landlord shall (i) bear all financial and other responsibility for insuring that such Toxic Materials shall be used, kept and stored in a manner which strictly complies with all Environmental Laws regulating such Toxic Materials; (ii) maintain in effect and comply with all conditions and requirements of any and all permits, licenses and other governmental and regulatory approvals or authorizations required under any Environmental Laws; (iii) take any necessary remedial action if and when so ordered by governmental authorities with jurisdiction over such materials; and (iv) indemnify, defend and hold harmless Tenant from and against any and all claims caused by such Toxic Materials.
Appears in 1 contract
Sources: Multi Tenant Industrial Lease (BioMed Realty Trust Inc)