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Environmental Indemnity Agreement
"I need an Environmental Indemnity Agreement for a manufacturing facility purchase in Auckland, where the seller needs to indemnify against historical chemical contamination discovered during the pre-purchase environmental assessment completed in January 2025."
1. Parties: Identification of the indemnitor and indemnitee, including full legal names and addresses
2. Background: Context of the agreement, including reference to the primary transaction or relationship between the parties, and relevant environmental concerns
3. Definitions: Detailed definitions of key terms including 'Environmental Laws', 'Hazardous Substances', 'Environmental Claims', 'Environmental Conditions', and other relevant technical terms
4. Scope of Indemnity: Detailed description of what environmental matters are covered by the indemnity, including historical, current, and future environmental conditions
5. Representations and Warranties: Environmental representations and warranties made by the indemnitor regarding the property or operations
6. Indemnification Obligations: Specific obligations of the indemnitor, including financial responsibilities, remediation requirements, and defense obligations
7. Claims Procedures: Process for making and responding to environmental claims under the indemnity
8. Duration and Survival: Term of the indemnity and which provisions survive termination
9. Insurance Requirements: Required environmental insurance coverage and maintenance obligations
10. Notice Requirements: Procedures for providing notice of environmental claims or conditions
11. Governing Law and Jurisdiction: Specification of New Zealand law as governing law and jurisdiction for disputes
12. General Provisions: Standard contractual provisions including amendments, assignment, severability, and entire agreement
1. Site Access and Investigation: Used when the agreement needs to specify rights and procedures for environmental investigations and testing
2. Remediation Standards: Include when specific cleanup or remediation standards need to be defined
3. Regulatory Compliance: Additional section when specific regulatory compliance obligations need to be detailed
4. Financial Assurance: Include when specific financial security or bonds are required to support the indemnity
5. Third Party Claims: Detailed procedures for handling third party environmental claims when significant third party exposure exists
6. Reporting Requirements: Include when ongoing environmental monitoring and reporting obligations need to be specified
7. Transfer and Assignment Restrictions: Detailed restrictions on transfer when the property or operations have specific environmental sensitivities
1. Schedule 1 - Property Description: Detailed description of the property or sites covered by the indemnity
2. Schedule 2 - Known Environmental Conditions: List and description of known environmental issues or contamination
3. Schedule 3 - Environmental Reports: List of environmental assessment reports and their findings
4. Schedule 4 - Permitted Substances: List of hazardous substances permitted to be used or stored on the property
5. Schedule 5 - Insurance Requirements: Detailed environmental insurance specifications and coverage requirements
6. Appendix A - Environmental Management Plan: Detailed procedures for ongoing environmental management and monitoring
7. Appendix B - Form of Environmental Notice: Standard form for providing notice of environmental claims or conditions
Authors
Manufacturing
Chemical Industry
Mining and Resources
Real Estate
Agriculture
Waste Management
Industrial Processing
Construction
Energy and Utilities
Transport and Logistics
Oil and Gas
Property Development
Legal
Environmental Compliance
Risk Management
Property Management
Operations
Facilities Management
Health Safety and Environment
Corporate Development
Real Estate
Sustainability
Environmental Manager
Property Manager
Risk Manager
Compliance Officer
General Counsel
Chief Legal Officer
Environmental Engineer
Facilities Manager
Operations Director
Chief Risk Officer
Sustainability Manager
Real Estate Director
Development Manager
HSE Manager
Environmental Compliance Specialist
Corporate Lawyer
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