OPERATED INTERESTS Clause Samples

OPERATED INTERESTS. Purchaser shall advise Seller of any Adverse Environmental Condition (as defined herein) related to the Interests which are operated by Seller and provide evidence thereof not later than ten (10) days prior to the Closing. If Purchaser in conducting its environmental due diligence discovers a condition which indicates that an Adverse Environmental Condition might exist on a property, Purchaser shall have the option to delay the Closing for the affected property for 30 days to allow Purchaser additional time to fully substantiate the existence of an Adverse Environmental Condition. Such extension shall not delay the Closing for other properties in accordance with the terms of this Agreement. Except as provided below, Seller, after the Closing, at its sole cost, shall remedy such Adverse Environmental Condition(s), individually or in the aggregate, to the reasonable satisfaction of Purchaser and Seller and in accordance with applicable Environmental Laws (as defined herein) in effect as of the Effective Time unless Seller and Purchaser otherwise agree to either (a) adjust the Sale Price by an amount agreed upon by Seller and Purchaser to be the value of such Adverse Environmental Condition in which case the Interest subject to the Adverse Environmental Condition shall be conveyed to the Purchaser and Purchaser shall assume all liabilities associated with the Adverse Environmental Condition asserted against such interest or (b) exclude the Interest subject to the Adverse Environmental Condition from the sale and reduce the Sale Price by the amount allocated to such interest in Exhibit "B". If the Parties are unable to agree to a course of action with respect to such Adverse Environmental Condition(s) then the Interests subject to such Adverse Environmental Condition(s) shall be excluded from the Sale pursuant to 20.01(b) above. As for Interests containing Adverse Environmental Condition(s) that are conveyed to and accepted by Purchaser that Seller undertakes to remedy, Seller shall indemnify, save, discharge, release and hold Purchaser harmless against all penalties, fines, cleanup or remediation liabilities, claims, demands and causes of action, resulting from the remediation of, or the failure to, fully and completely perform the remediation of the Adverse Environmental Condition(s) in accordance with applicable Environmental Laws. Seller agrees that it will exercise all reasonable efforts and diligence to complete any required environmental cleanup and rem...
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Related to OPERATED INTERESTS

  • Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the Term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to the Company.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Leasehold Interests Each lease or agreement to which the Company is a party under which it is a lessee of any property, real or personal, is a valid and subsisting agreement without any default of the Company thereunder and, to the best of the Company's knowledge, without any default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best of the Company's knowledge, by any other party thereto. The Company's possession of such property has not been disturbed and, to the best of the Company's knowledge, no claim has been asserted against the Company adverse to its rights in such leasehold interests.