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Title: |
Environmental Indemnity Agreement |
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Entities: |
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Date: |
2000 |
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Preview shows 5KB of 32KB total |
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$45 |
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ID: |
#1001039 |
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<SEQUENCE>5
<FILENAME>c59084ex10-30.txt
<DESCRIPTION>ENVIRONMENTAL INDEMNITY AGREEMENT
<TEXT>
<PAGE> 1
ENVIRONMENTAL INDEMNITY AGREEMENT
This ENVIRONMENTAL INDEMNITY AGREEMENT (together with all Exhibits and Schedules
attached hereto, this "Indemnity Agreement"), effective as of the Restatement
Effective Date, is made and entered into as of November 2, 2000 between Getty
Properties Corp., a Delaware corporation, whose address is 125 Jericho Turnpike,
Jericho, New York 11753 (formerly known as Getty Realty Corp.,) (as further
defined hereinafter, "Landlord"), and Getty Petroleum Marketing Inc., a Maryland
corporation whose address is 125 Jericho Turnpike, Jericho, New York 11753 (as
further defined hereinafter, "Tenant") (together referred to as the "Parties").
RECITALS
A. Contemporaneously with this Indemnity Agreement, the Parties are executing
that certain Consolidated, Amended and Restated Master Lease (the "Restated
Master Lease") and related documents, pursuant to which Landlord leased to
Tenant certain lands and subleased or sub-subleased to Tenant certain other
lands, together with all right, title and interest of Landlord, if any, in
and to certain improvements and appurtenances (together, the "Premises").
B. Landlord and Tenant desire to allocate risks associated with certain
liabilities, potential liabilities and responsibilities regarding the
environmental condition of certain of the Properties.
NOW, THEREFORE, in exchange for good and valuable consideration and of the
mutual covenants and agreements contained herein, and as a further inducement to
enter the Restated Master Lease, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
SECTION I. DEFINITIONS.
1. Any term not otherwise defined herein shall have the meaning assigned to
such term in the Restated Master Lease. For purposes of this Indemnity
Agreement, the following term shall have the following meaning.
a. "Highspire Petroleum Terminal Property" shall mean, for purposes of this
Indemnity Agreement, any and all land and Improvements at the Highspire
Petroleum Terminal, 911 South Eisenhower, Middletown, Pennsylvania,
except for the land and Improvements that constitute the terminal
loading rack at which Tenant has rights to obtain fuel through operation
of a cardlock or similar access system.
SECTION II. LANDLORD'S REPRESENTATIONS AND WARRANTIES.
1. Landlord represents and warrants to Tenant that, to the knowledge of
Landlord, as of the date hereof, except for (i) those Service Station
Properties listed on Exhibits D and E to the 1997 Master Lease, Schedules 2
and 3 and Exhibit C to the Restated Master Lease, and Schedule 12 and
Schedule Z hereto, (ii) those Service Station Properties and Petroleum
Terminal Properties listed on Schedule 7A and Schedule 7B to that certain
Informational Side Letter of even date herewith between the parties hereto
and on Schedule 3.1(r)(ii) to the Merger Agreement, and
<PAGE> 2
(iii) those Service Station Properties and Petroleum Terminal Properties
set forth in the July 31, 2000 Project Summary Binders:
a. There are no material permits, licenses or other authorizations for
which Landlord is responsible that are required with respect to the
business, operations, assets or current uses of the Service Station
Properties or Petroleum Terminal Properties under applicable
Environmental Laws that have not been obtained and complied with and are
not otherwise in full force and effect.
b. Except as authorized by the permits, licenses or Environmental Law: (i)
no Hazardous Substances are located on the Service Station Properties or
Petroleum Terminal Properties, nor have Hazardous Substances been
generated, treated, contained, handled, located, used, manufactured,
processed, buried, incinerated, deposited, stored, discharged, refined,
dumped, disposed, or released on, under or about any part of the Service
Station Properties or Petroleum Terminal Properties by Landlord or any
previous owner, tenant, occupant, or user of the Premises except as set
forth on Schedule 3 to the Restated Master Lease; and (ii) no Hazardous
Substances have migrated from or to the Service Station Properties or
Petroleum Terminal Properties upon, under or about other properties in
violation of any Environmental Laws.
c. Landlord has not received, and is not aware that there is proposed or
threatened, with respect to the Service Station Properties or Petroleum
Terminal Properties any written notice, demand, request for information,
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