Responsibility for Environmental Matters Clause Samples

The "Responsibility for Environmental Matters" clause assigns accountability for compliance with environmental laws and regulations to a specific party, typically the owner or operator of a property or business. This clause often requires the responsible party to manage, remediate, or prevent environmental contamination, and may include obligations such as obtaining permits, conducting environmental assessments, or addressing hazardous materials. Its core function is to clearly allocate the risk and duties related to environmental issues, thereby protecting the other party from liability and ensuring that environmental standards are upheld.
Responsibility for Environmental Matters. (a) With regard to any assessment or Remediation required by Law or third party claims as to any Tanks, tanks, or Store sites arising from or in any way relating to leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occurred prior to the First Closing and which are identified on Schedule 11.3(a), as between the parties, the Seller shall be and remain solely responsible for such assessment, Remediation or claim including application for eligibility for a Trust Fund and receipt of payments thereunder. The parties acknowledge and agree that Seller’s liability shall be limited to only those matters specifically identified on Schedule 11.3(a). This Schedule 11.3(a) will be completed prior to the First Closing and will consist of those Store sites (i) which Seller agrees to Remediate pursuant to and under Section 7.7 of this Agreement, and (ii) at which a leak, release, spill or discharge of Petroleum Products or Hazardous Substances occurs and is discovered by Seller or Purchaser after the Phase II Deadline but prior to the First Closing. (b) As between the parties, from and after the First Closing and Second Closing, as applicable, Purchaser shall own all Tanks and tanks, and own or lease the Store sites, and (i) the Purchaser shall be solely responsible for maintaining registration of registered Tanks and Store sites subsequent to the First Closing Date (unless Purchaser does not take possession of a Store site due to Seller’s inability to obtain any required consent to sublease such Store site), and (ii) the Purchaser shall be solely responsible for any assessment or Remediation required by Law and any third-party claims arising from leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occur subsequent to the First Closing Date or which were not identified on Schedule 11.3(a) before the First Closing Date, and the Seller Designate Real Property Subleases shall provide that Purchaser, as tenant and operator, shall be solely responsible for all Liability. (c) The parties acknowledge and agree that with respect to those sites with any prior environmental contamination where Remediation has been performed and the sites are identified as closed or a determination that no further action is required by the applicable Governmental Authorities, from and after the First Closing and Second Closing, as applic...
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Responsibility for Environmental Matters. 35 11.4 Specific Performance; Injunctive.....................................36 11.5
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Responsibility for Environmental Matters. (a) With regard to any assessment or remediation required by Law or third party claims as to any Tanks, tanks, or Store sites arising from or in any way relating to leaks, releases, spills or discharges of Petroleum Products which were discovered prior to Closing and which are identified on Schedule 11.3(a), as between the parties, the Seller shall be and remain solely responsible for such assessment, remediation or claim. Seller's responsibility for any such assessment, remediation or claim (other than third party claims) may be satisfied by qualification for Trust Fund coverage and payment of any applicable deductible, if applicable, at no cost or expense to Purchaser. The Seller also shall be responsible for registration and proper upgrading of all Tanks, paying or obtaining waivers of deductibles, and for taking all other necessary action to qualify all Tanks for coverage by the Trust Fund. Schedule 11.3(a) may be revised by Purchaser up to the date of Closing. (b) The Purchaser shall be solely responsible for maintaining registration of registered Tanks and Store sites subsequent to Closing. As between the parties, the Purchaser shall be solely responsible for any assessment or remediation required by Law and any third-party claims arising from or in any way related to leaks, releases, spills or discharges of Petroleum Products which were discovered subsequent to Closing at any of the Store sites, or which were not identified on Schedule 11.3
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Responsibility for Environmental Matters. The Vendor and the Purchaser have agreed to allocate their responsibility for the Pre-Closing Environmental Conditions as follows: (a) Vendor’s Responsibility – the Vendor will be solely responsible for: (i) Unidentified Pre-Closing Environmental Conditions relating to the Real Property and the other Purchased Assets referred to in subsection 1.1(cccc)(i) (but excluding any real property related to the Other Non-Fee Simple Interests and, except as set out in section 5.7 and the Waste Disposal Agreement, excluding the Landfills and the Landfill Lands), and (ii) Known Non-Fee Simple Environmental Conditions, and the Vendor will indemnify, defend and save harmless the Purchaser and its Representatives from and against any Environmental Claim and any Governmental Order against, and Liabilities suffered or incurred by, the Purchaser or its Representatives as a result of an Environmental Claim or a Governmental Order in connection with or arising out of any Unidentified Pre-Closing Environmental Condition relating to the Real Property or to the other Purchased Assets referred to in subsection 1.1(cccc)(i) (but excluding any real property related to the Other Non-Fee Simple Interests and excluding the Landfills and the Landfill Lands) or any Known Non-Fee Simple Environmental Condition, provided any claim by the Purchaser pursuant to this subsection 3.3(a) will be subject to the procedures and limitations set out in subsection 3.3(c) and (d) and is made within five (5) years of the Closing Date, after which the obligations of the Vendor under this subsection 3.3(a) cease to be of any force or effect;
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Responsibility for Environmental Matters. 29 11.4 Specific Performance; Injunctive Relief..................................................................30 11.5 Change of Seller's Name..................................................................................30 11.6
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Responsibility for Environmental Matters. (a) Any assessment or remediation required by Law or third party claims as to any Tanks, tanks, or Store sites arising from or in any way relating to leaks, releases, spills or discharges of Petroleum Products which occurred prior to Closing and which are identified on Schedule 11.3(a), as between the parties, shall be the responsibility of the Sellers, provided that such responsibility shall be limited to Trust Fund coverage and the Environmental Escrow Agreement. The Sellers also shall be responsible for registration and proper upgrading of all Tanks, paying or obtaining waivers of deductibles, and for taking all other necessary action to qualify all Tanks for maximum coverage by the Trust Fund. Schedule 11.3(a) may be revised by Purchaser up to the date of Closing. (b) The Purchaser or the Company shall be solely responsible for maintaining registration of registered Tanks and Store sites subsequent to Closing. As between the parties, the Purchaser or the Company shall be solely responsible for any assessment or remediation required by Law and any third-party claims arising solely from leaks, releases, spills or discharges of Petroleum Products which occur subsequent to Closing at any of the Store sites, or which were not identified on Schedule 11.3
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Responsibility for Environmental Matters. 1.1 As between HydroChem and VSI, HydroChem agrees to take full and complete responsibility for remediation of any environmental condition at, under or from the Property which must be remediated under any applicable federal, state, or local statute, rule, or regulation regulating the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release, or threatened release into the environment, of any solid, hazardous, or toxic substance, pollutant, contaminant, or waste, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. ss. 9601 et seq. ("CERCLA"), the Resource Conservation and Recovery Act, 42 U.S.C. ss. 6901, et seq. ("RCRA"), the Clean Water Act, 33 U.S.C. ss. 1251, et seq., the Toxic Substances Control Act, 15 U.S.C. ss. 2601, et seq. ("TSCA"), the Clean Air Act, 42 U.S.C. ss. 7401, et seq., the Hazardous Materials Transportation Uniform Safety Act, 49 App. U.S.C. ss. 2001, et seq., and the Federal Insecticide, Fungicide & Rodenticide Act, 7 U.S.C. ss. 136, et seq. ("FIFRA"), any amendments to such statutes, and any regulations promulgated under such statutes (collectively, the "Environmental Laws") including, without limitation, the environmental conditions identified under the Section Amended APA and the environmental conditions currently under remediation pursuant to the terms and conditions of the VCP Agreement (collectively, all of the foregoing being the "Environmental Conditions"). 1.2 Within fifteen days of this Agreement's execution, HydroChem shall notify the TCEQ that it is substituting itself for VSI as the signatory party under the existing VCP Program and shall file a revised VCP application for VCP Site No. 1066 naming HydroChem as the responsible party. HydroChem shall thereafter abide by the VCP Agreement. VSI shall acknowledge and execute any documents required by TCEQ in connection with the activities contemplated by this paragraph 1.2. HydroChem shall send copies to VSI of its filings with TCEQ and correspondence between HydroChem and TCEQ pertaining to the requirements in this paragraph 1.2. 1.3 If the TCEQ does not allow HydroChem to substitute as the responsible party under the VCP Agreement and assume the obligations of the VCP Agreement, VSI shall be entitled to terminate this Agreement, VSI shall retain all obligations under the Second Amended APA, and the release of Escrow Funds contempla...
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Responsibility for Environmental Matters. 36 11.5 Change of Seller's Name...............................................38 11.6 WIP Stores Located in Florence, South Carolina, and Wilmington North Carolina........................................................38 ARTICLE XII SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
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Responsibility for Environmental Matters. 41 11.4 Specific Performance; Injunctive Relief............................. 42 11.5 Mutual Cooperation.................................................. 42 11.6 Tax Return.......................................................... 42 11.7 Payable to Mansfield Oil Company.................................... 42 11.8 Title to Certain Equipment.......................................... 41 11.9
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Related to Responsibility for Environmental Matters

  • Responsibility for Environmental Contamination 5.20.1 Neither Party shall be liable to the other for any costs whatsoever resulting from the presence or release of any Environmental Hazard that either Party did not introduce to the affected Work Location. Both Parties shall defend and hold harmless the other, its officers, directors and employees from and against any losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses (including reasonable attorneys' fees) that arise out of or result from (i) any Environmental Hazard that the Indemnifying Party, its contractors or agents introduce to the Work Locations or (ii) the presence or release of any Environmental Hazard for which the Indemnifying Party is responsible under Applicable Law. 5.20.2 In the event any suspect materials within Qwest-owned, operated or leased facilities are identified to be asbestos containing, CLEC will ensure that to the extent any activities which it undertakes in the facility disturb such suspect materials, such CLEC activities will be in accordance with applicable local, state and federal environmental and health and safety statutes and regulations. Except for abatement activities undertaken by CLEC or equipment placement activities that result in the generation of asbestos-containing material, CLEC does not have any responsibility for managing, nor is it the owner of, nor does it have any liability for, or in connection with, any asbestos-containing material. Qwest agrees to immediately notify CLEC if Qwest undertakes any asbestos control or asbestos abatement activities that potentially could affect CLEC personnel, equipment or operations, including, but not limited to, contamination of equipment.

  • 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.

  • No Responsibility for Certain Matters No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such Agent to Lenders or by or on behalf of Company to such Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company or any other Person liable for the payment of any Obligations, nor shall such Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

  • Responsibility for Use (a) The Company alone will be responsible for furnishing, or arranging for a third party to furnish, all data and information required by the Documentation and the specifications therein for the Licensed System to function and perform in accordance with the Documentation, other than the data and information residing in the Licensed System in connection with BNYM’s performance of the Core Services. BNYM shall have no liability or responsibility for any Loss caused in whole or in part by the Company’s or a Permitted User’s exercise of the Licensed Rights or use of the Licensed System or by data or information of any nature inputted into the Licensed System by or under the direction or authorization of Company or a Permitted User; provided, however, this Section 2.5 shall not relieve BNYM of its obligation to act in accordance with its obligations under the Main Agreement. Company shall be responsible and solely liable for the cost or expense of regenerating any output or other remedial action if the Company, a Permitted User or an agent of either shall have failed to transmit properly and in the correct format any data or information, shall have transmitted erroneous or incorrect information or data, or shall have failed to timely verify or reconcile any such data or information when it is generated by the Licensed System (“Data Faults”).