Post-Closing Environmental Matters Sample Clauses

The Post-Closing Environmental Matters clause outlines the responsibilities and procedures for addressing environmental issues that arise after the completion of a transaction. Typically, this clause specifies which party is liable for remediation costs, ongoing compliance, or the discovery of previously unknown contamination, and may set forth notification requirements and dispute resolution mechanisms. Its core function is to allocate risk and clarify obligations between the parties, thereby preventing disputes and ensuring that environmental liabilities are managed efficiently after closing.
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Post-Closing Environmental Matters. (a) On and after the Closing Date, with respect to Environmental Liabilities which constitute Excluded Environmental Liabilities, Buyer will (i) use commercially reasonable efforts not to prejudice or impair Seller’s rights under the Environmental Laws or interfere with Seller’s ability to contest in appropriate administrative, judicial or other proceedings its Liability, if any, for Environmental Claims or Remediation, and (ii) provide reasonable access to Seller to any Facility for purposes of (x) assisting in Seller’s ability to contest its Liability, if any, for Environmental Claims or Remediation or (y) undertaking Remediation; provided, however, such access may not unreasonably interfere with ordinary business operations of any Facility. Until such time as Seller’s obligations for Excluded Environmental Liabilities are extinguished and only to the extent relevant to those Environmental Liabilities which constitute Excluded Environmental Liabilities, (A) Buyer further agrees to provide to Seller draft copies of all plans and studies prepared in connection with any Site investigation or Remediation related to the Acquired Assets prior to their submission to the Governmental Authority with jurisdiction under Environmental Laws, (B) Seller shall have the right, without the obligation, to attend all meetings between Buyer, its Representatives, and such Governmental Authorities, and (C) Buyer shall promptly provide to Seller copies of all written information, plans, documents and material correspondence submitted to or received from such Governmental Authorities relating to Buyer’s discharge of any Environmental Liabilities assumed pursuant to this Agreement. (b) Buyer shall provide Seller with reasonable advance written notice before commencing any Dig Activities prior to the Excluded Environmental Liability Termination Date.
Post-Closing Environmental Matters. The liability of the Buyer to provide indemnification pursuant to Section 13.3(a) shall be limited as follows: the Buyer shall not be liable with respect to any matter referred to in Sections 13.3(a)(i)-(v), but excluding any liability in connection with any fraud or illegality on the Buyer's part in connection with the preparation, negotiation or execution of this Agreement, unless the aggregate Losses thereunder exceed $50,000 (the "Buyer's Basket"), in which event the Indemnified Person will be entitled to make a claim against Buyer to the extent such Losses exceed the Buyer's Basket and are less than or equal to $1,000,000 (the "Buyer's Cap"). For purposes of this Section 13.3(b), Losses will be aggregated (x) to determine whether Buyer's Basket has been exceeded, and (y) to determine whether the applicable cap has been met. The Buyer's liability under this Article XIII arising in connection with any fraud or illegality on Buyer's part in connection with the preparation, negotiation or execution of this Agreement shall not be subject to the Buyer's Basket or the Buyer's Cap. The indemnification given by Buyer in this Agreement shall survive until the Outside Indemnification Date (or until resolution or payment of all claims made on or prior to the Outside Indemnification Date, but only to the extent such claims have been made on or prior to the Outside Indemnification Date). Seller waives any rights it may have against Buyer for any and all claims under this Agreement or under any federal, state or municipal law, rule or regulation relating to this Agreement or the Purchased Assets (other than claims arising out of fraud or illegality on Buyer's part in connection with the preparation, negotiation or execution of this Agreement) which are not asserted before the Outside Indemnification Date at which time they shall expire and the Losses, if any (other than in connection with claims arising out of fraud or illegality on Buyer's part in connection with the preparation, negotiation or execution of this Agreement) which exceed the Buyer's Cap. Any claim asserted within any such period of survival as herein provided shall be timely made for purposes hereof.
Post-Closing Environmental Matters. Following the Closing, Buyer will conduct an investigation of environmental conditions around the underground storage tank (UST) systems at the Owned Real Property based on the recommendations in the Report of Phase I Environmental Site Assessment, dated December 28, 2012, prepared by Civil & Environmental Consultants, including, without limitation, a Phase II investigation that may include sampling and analysis of soil, materials and/or groundwater (“Post-Closing Environmental Investigation”). The Post-Closing Environmental Investigation shall be conducted pursuant to a scope of work reasonably acceptable to Buyer, the Seller Parties and the Bondholders’ Representative. Upon receipt, Buyer shall provide the Seller Parties and the Bondholders’ Representative with a copy of the results and report of the Post-Closing Environmental Investigation. To the extent the Post-Closing Environmental Investigation indicates that the Owned Real Property, or any portion thereof or equipment or structure thereon, requires repair, corrective action or remediation, Buyer shall prior to beginning any repair, corrective action or remediation: consult with the Seller Parties and the Bondholders’ Representative to determine a commercially reasonable scope of work for such repairs, corrective action or remediation; and provide to the Seller Parties a written workplan of the proposed scope of the repairs, corrective action or remediation to be performed at the Owned Real Property. Buyer will conduct and control any repairs, corrective action or remediation at the Owned Real Property; provided, however, that any repairs or corrective action shall be limited to actions to prevent leaks or Releases from the UST systems and that any remediation subject to this Section 5.14 shall be limited to: remediation of soils and groundwater impacted by the UST systems currently in use at the Owned Real Property; and the extent as would be necessary in the discretion of Buyer to achieve a no further action or equivalent determination from the Ohio Bureau of Underground Storage Tank Regulations, State of Ohio Environmental Protection Agency or other Government Entity with jurisdiction over remediation of soil and groundwater at the Owned Real Property. The Seller Parties and the Bondholders shall be jointly and severally liable for all costs and expenses of, or related to, such repairs, corrective action or remediation, which costs or expenses shall be made from the Escrow Amount; provided, howev...
Post-Closing Environmental Matters. Within forty-five (45) days of Closing, or such shorter time necessary to avoid any fines or penalties, Seller shall cause a qualified environmental consultant to develop, and shall implement, a written Storm Water Pollution Prevention Plan ("SWPP PLAN") that meets all applicable requirements of the stormwater construction general permit (no. TXR101V28) covering the Property. If the SWPP is developed by an environmental consultant other than Law Engineering and Environmental Services, Inc. ("LAW ENGINEERING") then upon completion, Seller shall submit the SWPP Plan to Law Engineering, or such other qualified environmental consultant reasonably acceptable to the Company (the "ENVIRONMENTAL CONSULTANT"), for review. Seller shall promptly implement any provisions reasonably recommended by the Environmental Consultant.
Post-Closing Environmental Matters. Neither the Buyer nor any Buyer Affiliate shall intentionally take any action which causes any Stockholder to incur, directly or indirectly, any Losses, Liabilities and Obligations (other than pursuant to this Agreement) that actually arise out of, result from or relate to or are alleged by a third party to arise out of, result from or relate to any of the following: (i) any actual or alleged violation of one or more Environmental Laws; (ii) any actual or alleged requirements of one or more Environmental Laws; (iii) any Materials of Environmental Concern;
Post-Closing Environmental Matters. From and after the Closing Date the Buyer will perform, at its expense, all Landfill Management Obligations in a timely manner. Pursuant to the terms of September 9, 2004 (Steel Mills) the closure permits heretofore issued ther▇▇▇▇▇, the Buyer will monitor and maintain the St. Paul Landfills in compliance with said permits. No▇▇▇▇hstanding the foregoing, Seller will perform, at its expense, all such additional remediation as is necessary to discharge all Landfill Excluded Liabilities.
Post-Closing Environmental Matters. Purchaser has performed a Phase II Environmental Assessment of the Property, including additional testing activities during the weeks commencing March 31, 2013 and April 7, 2013 (the “Phase II Assessment”). Such Phase II Assessment has disclosed the existence of contamination by certain Hazardous Substances above legal limits in certain dry ▇▇▇▇▇ at the Property and some above-ground and underground airborne contamination in a chemical usage/storage area of the building (the “Disclosed Contamination”). Such contamination has been, or will be, reported to the governmental authorities having jurisdiction (collectively, the “Governmental Authorities”), including the Suffolk County Health Department. The Governmental Authorities are expected to open up case files with respect to the Disclosed Contamination and any other contamination by Hazardous Substances that may be disclosed by remediation activities with respect to the Disclosed Contamination (collectively, the “Cases”). The Disclosed Contamination and any such other contamination are referred to herein as the “Contamination”. The estimated cost of the Phase II Assessment and remediating the Disclosed Contamination is $55,300.00.00. Purchaser is buying the Property subject to the Disclosed Contamination and agrees to make no claim against Lender with respect to the Contamination, subject to the provisions of Section 27.02 below.
Post-Closing Environmental Matters. (a) Prior to the Closing, or as soon as reasonably possible following the Closing, but in no event later than February 29, 2008, Shareholders, at their cost, shall install secondary containment around all aboveground storage tanks (“ASTs”) in use at the Real Properties and shall remove all ASTs not in use at the Real Properties, including, without limitation, the two 4,000-gallon ASTs located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Nashville, TN. The Shareholders’ installation of secondary containment and their removal of the ASTs no longer in use shall be completed to the reasonable satisfaction and approval of Purchaser and in compliance with all applicable Environmental Laws and Environmental Requirements. (b) Prior to the Closing, or as soon as reasonably possible following the Closing, but in no event later than February 29, 2008, Shareholders, at their cost, shall, with respect to the Real Property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Nashville, TN, remediate the drain located in the mechanic shop, the drain outfall and other surrounding areas as recommended in the Phase II Limited Subsurface Assessment completed by Tetra Tech EM Incorporated, dated December 20, 2007 (except that Shareholders will not install an improved fluid collection system). The remediation shall be completed to the reasonable satisfaction and approval of Purchaser and in compliance with all applicable Environmental Laws and Environmental Requirements. (c) Prior to the Closing, or as soon as reasonably possible following the Closing, but in no event later than February 29, 2008, Shareholders, at their cost, shall remove the residence located on the Real Property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Nashville, TN and restore the areas where the residences were located to grade. The Shareholders’ demolition, removal and restoration activities shall be completed to the reasonable satisfaction and approval of the Purchaser and in compliance with all applicable Environmental Laws and Environmental Requirements. (d) The Shareholders agree to indemnify Purchaser Indemnified Parties for any Losses that arise from or occur as a result of the Shareholderscompletion of the matters identified in subsections (a) through (c) of Section 13.05. In the event that these matters have not been completed by February 29, 2008 to the reasonable satisfaction and approval of the Purchaser, Purchaser shall have the right to complete the matters described in subsections (a) through (c), and Shareholders shall indemnify Purchaser for a...

Related to Post-Closing Environmental Matters

  • Environmental Matters (i) There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

  • Certain Environmental Matters (i) The Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

  • Litigation and Environmental Matters (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

  • Notice of Environmental Matters Promptly, but in any event within five (5) Business Days from the date Lessee has actual knowledge thereof, Lessee shall provide to Lessor written notice of any pending or threatened claim, action or proceeding involving any Environmental Law or any Release on or in connection with any Property or Properties. All such notices shall describe in reasonable detail the nature of the claim, action or proceeding and Lessee's proposed response thereto. In addition, Lessee shall provide to Lessor, within five (5) Business Days of receipt, copies of all material written communications with any Governmental Authority relating to any Environmental Law in connection with any Property. Lessee shall also promptly provide such detailed reports of any such material environmental claims as may reasonably be requested by Lessor.

  • Environmental Events The Borrower will, and will cause MCRC and each of their respective Subsidiaries to, promptly give notice in writing to the Administrative Agent (i) upon the Borrower’s, MCRC’s or such Subsidiary’s obtaining knowledge of any material violation of any Environmental Law affecting any Real Estate or the Borrower’s, MCRC’s or such Subsidiary’s operations or the operations of any of their Subsidiaries, (ii) upon the Borrower’s, MCRC’s or such Subsidiary’s obtaining knowledge of any known Release of any Hazardous Substance at, from, or into any Real Estate which it reports in writing or is reportable by it in writing to any Governmental Authority and which is material in amount or nature or which could materially adversely affect the value of such Real Estate, (iii) upon the Borrower’s, MCRC’s or such Subsidiary’s receipt of any notice of material violation of any Environmental Laws or of any material Release of Hazardous Substances in violation of any Environmental Laws or any matter that may be a Disqualifying Environmental Event, including a notice or claim of liability or potential responsibility from any third party (including without limitation any federal, state or local governmental officials) and including notice of any formal inquiry, proceeding, demand, investigation or other action with regard to (A) the Borrower’s, MCRC’s or such Subsidiary’s or any other Person’s operation of any Real Estate, (B) contamination on, from or into any Real Estate, or (C) investigation or remediation of off-site locations at which the Borrower, MCRC or such Subsidiary or any of its predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, or (iv) upon the Borrower’s, MCRC’s or such Subsidiary’s obtaining knowledge that any expense or loss has been incurred by such Governmental Authority in connection with the assessment, containment, removal or remediation of any Hazardous Substances with respect to which the Borrower, MCRC or such Subsidiary or any Partially-Owned Entity may be liable or for which a lien may be imposed on any Real Estate; provided any of which events described in clauses (i) through (iv) above would have a Material Adverse Effect or constitute a Disqualifying Environmental Event with respect to any Unencumbered Property.