Material Adverse Effect: In a sale of any ongoing business, one way to address the difficulty of being absolute in the representations and warranties when in fact the parties are not concerned about (more…)
Posted By: James J. Periconi | 
5. Real Estate & Environmental Law |
Environmental Damages: This definition is a convenient place to collect all the possible liabilities and damages arising from the presence of hazardous materials on the property in violation of, or requiring remediation under, (more…)
Posted By: James J. Periconi | 5. Real Estate & Environmental Law |
Environmental Requirements: Traditionally the term used is “Environmental Law,” but “Requirements” is more accurate as the definition goes beyond statutes and regulations. (more…)
Posted By: James J. Periconi | 1. Environmental Law |
A major problem with definitions of environmental terms in commercial and real estate transaction documents is that they become overly inclusive, confusing, and unworkable. A definition of “hazardous materials” which includes virtually every substance known to man in any amount at any concentration, will be impossible to satisfy (more…)
Posted By: James J. Periconi | 1. Environmental Law |
A. Representations: a statement of fact to induce another party to enter into a contract.
B. Warranty: a promise that the statement is true; intended to relieve the promise (Buyer) from having to determine if the facts are true.
* Practice Tip: Representations and warranties are not a substitute for including, (more…)
Posted By: James J. Periconi | 5. Real Estate & Environmental Law |
Under New York Law, property damage is deemed to occur within the period of an occurrence-based policy, if injury-in-fact takes place during the policy period. See Continental Casualty Co. v. Rapid-American Corp., 177 A.D.2d 61 (App. Div., 1992). An insurer may only refuse to defend an action, however, (more…)
Posted By: James J. Periconi | 2. Environmental Contamination & General Liability |
Pollution Legal Liability (PLL) policies protect policy holders against third-party claims for property damage, personal injury and cleanup costs relating to environmental contamination. Typically, a PLL policy will protect can the insured party from loss arising from pollution conditions at or emanating from the insured Site. Depending upon the specifics, a PLL policy will by and large cover the costs of cleanup, as well as bodily injury and property damage resulting from environmental conditions. Certain business interruption costs can also be covered by a PLL policy.
Posted By: James J. Periconi | 2. Environmental Contamination & General Liability |
Cost-Cap insurance policies pay for costs that exceed the estimated cost of a remedial plan. These policies typically have large “co-insurance” and deductible provisions, so that the insured must still pay a significant portion of the cost overruns. Policies are also available to cover contractors and consultants for environmental liabilities.
Posted By: James J. Periconi | 1. Environmental Law |
New York’s Oil Spill Act, Article 12 of the New York Navigation Law, provides a natural and attractive starting point for people seeking to recover cleanup costs for petroleum spills. The Act imposition of strict liability holds out the promise of avoiding litigation over events and states of mind for which little or contradictory evidence exists, or that may be vulnerable to highly subjective interpretation long after the fact. Under the Oil Spill Act, if someone’s actions caused or contributed to a discharge of petroleum, he is liable for its cleanup, without regard to his state of mind or relationship to others at the time. (more…)
Posted By: James J. Periconi | 2. Environmental Contamination & General Liability - 4. Basics of the "Oil Spill Act" |
So, what are the implications of the background principles of law discussed in earlier blogs, and what principles overall should govern how your environmental lawyer makes herself really useful to you in the process?
Three Overarching Tasks and Principles or considerations for both Buyer and Seller that emerge from this: (more…)
Posted By: James J. Periconi | 5. Real Estate & Environmental Law |
