Allocation of Environmental Liabilities. The provisions of this Article 10 are the result of mutual compromise and an allocation of responsibility and risk for Environmental Liabilities arising out of or related to the Assets or the Operations of the Assets as between Purchaser and Seller. Each party has given weight to these matters in entering into the Agreement and setting the Purchase Price. Purchaser and Seller intend that the allocations of risk and responsibility for Environmental Liabilities as set forth in this Article 10 and the other applicable provisions of this Agreement shall be given full effect and that the rights and remedies in this Article 10 and the other applicable provisions of this Agreement shall be the exclusive rights and remedies available to the parties. The parties acknowledge that they expressly waive and relinquish all other rights and remedies with respect to Environmental Liabilities, whether based on statute, regulation, common law or otherwise, including claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA").
Allocation of Environmental Liabilities. (a) The provisions of this Section 11.9 are the result of mutual compromise and represent an allocation of responsibility and risk for Environmental Liabilities as between the Sellers and the Buyer. Each party has given weight to these matters in entering into the Agreement and setting the purchase price. The Sellers and the Buyer intend that the allocation of risk and responsibility for Environmental Liabilities in this Section 11.9 and other provisions of this Agreement shall be given full effect.
(b) Sellers shall retain and be solely responsible for all Environmental Liabilities relating to the Business (including without limitation the Acquired Assets) and the Seller Subsidiary that existed prior to the Closing Date (collectively, “Sellers’ Retained Environmental Liabilities”); and
(c) Buyer shall assume and be solely responsible for all Environmental Liabilities relating to the Acquired Assets and the Seller Subsidiary arising after, and only after, the Closing Date (collectively, “Buyer’s Assumed Environmental Liabilities”). This Section 11.9 shall survive Closing and shall be binding on the parties’ transferees, purchasers, successors and assigns, as well as future tenants, operators and licensees.
Allocation of Environmental Liabilities. (a) At any time within twenty-four (24) months following the Closing, Seller shall have the right but without obligation to conduct an environmental investigation (the "Environmental Study") respecting the Leased Real Property the purpose of which shall be to establish a so-called "base-line" as of the Study Date of the environmental condition of such portions of the Leased Real Property designated by the Seller (the portion of the Leased Real Property not subject to the Environmental Study being the "Excluded Environmental Parcel" and the portion of the Leased Real Property subject to the Environmental Study being the "Included Environmental Parcel"). In connection therewith:
(i) Seller shall be responsible for satisfying the cost of the Environmental Study,
(ii) the Environmental Study shall be conducted by such environmental engineers, and subject to such analytic protocol, as Buyer shall reasonably approve prior to the beginning thereof,
(iii) the Environmental Study shall be conducted at such time or times, and in such fashion, so as not to interfere unreasonably with the conduct of the Business, and shall otherwise be subject to such access agreement as may be reasonably required by Buyer; provided, that such access agreement shall also provide that Buyer, at its expense, shall provide Seller with such electricity and water as Seller shall reasonably require in connection with the Environmental Study,
(iv) during and upon completion of the Environmental Study, Seller shall provide Buyer with copies of all data collected thereunder and the written conclusions thereof. In the event that Buyer disagrees with any of the analyses or conclusions thereof, it shall so notify Seller within 30 days after delivery thereof, and Buyer and Seller shall thereupon attempt in good faith to resolve any differences, it being their mutual intent to arrive at a mutually satisfactory conclusion to the Environmental Study. In the event Buyer and Seller are unable to reach such conclusion on their own, they shall submit any dispute for resolution pursuant to a mutually acceptable dispute resolution process before a panel having expertise in environmental matters. The ultimate Environmental Study, as approved by Buyer and Seller, shall be referred to herein as the "Final Environmental Study."
(b) Seller shall in any and all events be responsible for the following Environmental Liabilities (the "Seller Environmental Liabilities"):
(i) Environmental Liabilities arising out of ...
Allocation of Environmental Liabilities. It is the intent of the parties that all Environmental Liabilities shall be allocated between MI and Host in the same manner as such Environmental Liabilities would have been allocated under applicable Environmental Laws (i) had MI (rather than the Company, its Subsidiaries or Affiliates) owned title to the Communities and the related assets prior to the Closing Date during the period in which the Company, its Subsidiaries and/or Affiliates owned title to such Communities and assets, and (ii) had Host directly acquired title to such Communities and assets on the Closing Date (rather than acquiring the Stock of the Company) and continued to own such Communities and assets during the period commencing on the Closing Date and continuing until their transfer or other disposition to a Person which is not an Affiliate of Host. Therefore, the following shall apply:
4.1.1 MI shall pay and/or reimburse Host for (and shall indemnify Host and its Affiliates, and their respective officers, directors, members, and partners, against, and hold Host and its Affiliates, and their respective officers, directors, members, and partners, harmless from) all Environmental Liabilities that would, under applicable Environmental Laws, be the responsibility of MI had MI (rather than the Company, its Subsidiaries or Affiliates) owned title to the Communities and the related assets during the period prior to the Closing Date in which the Company, its Subsidiaries and/or Affiliates owned title to the Communities and the related assets, and had Host directly acquired title to the Communities and related assets on the Closing Date; and
4.1.2 Host shall pay and/or reimburse MI for (and shall indemnify MI and its Affiliates, and their respective officers, directors, members, and partners, against, and hold MI and its Affiliates, and their respective officers, directors, members, and partners, harmless from) all Environmental Liabilities that would, under applicable Environmental Laws, be the responsibility of Host during the period commencing on the Closing Date and continuing until the transfer or other disposition of each Community or asset to a Person which is not an Affiliate of Host, had Host acquired title to the Communities and related assets on the Closing Date (rather than acquiring the Stock of the Company).
Allocation of Environmental Liabilities. 56 12.2 Seller's Environmental Indemnification .................57 12.3 Buyer's Environmental Indemnification ..................58 12.4 Release ................................................58 12.5
Allocation of Environmental Liabilities. Subject to and in accordance with this Article 12 and Section 3.2(i), liability for Environmental Conditions and for Pre-Closing Environmental Conditions shall be allocated as follows:
Allocation of Environmental Liabilities. (i) in the event either party incurs any Loss for which indemnification is sought under Section 9.3(a), which Loss was caused or increased in magnitude by the conduct of the Business or the ownership or operation of the Owned Real Property, both prior to and after the Closing Date, --- and in the event the proportion in which the fact, event or condition giving rise to such Loss resulted from actions, omissions or conditions prior to or after the Closing cannot be reasonably ascertained, the parties agree to share all such Losses, including any associated remediation costs, and to indemnify and hold harmless one another under this Section 9.3, in amounts to be determined by an environmental professional (to be selected according to the procedures set forth in Section 9.3(c), above) and based upon the estimated relative contribution to the condition giving rise to the claim for indemnity, as between Purchaser and Seller (and all predecessors of Seller), and taking into account all facts and circumstances known or reasonably ascertainable to such environmental professional. In the event the extent to which the fact, event, or condition giving rise to such Loss was caused both prior to and after the Closing Date can be reasonably ascertained, Seller and Ball shall be --- responsible for indemnifying the Purchaser Parties to the extent such fact, event or condition was caused prior to the Closing Date, and Purchaser shall be responsible for indemnifying the Seller Parties to the extent such fact, event or condition was caused after the Closing Date. The following matters shall be conclusively deemed to have been caused prior to the Closing Date for purposes hereof: (A) all matters set forth on the Environmental Indemnification Schedule -------------------------------------- attached hereto; (B) the listing, status or designation of the Owned Real Property on the federal Comprehensive Environmental Response, Compensation and Liability Information System ("CERCLIS") list or any analogous list promulgated ------- by the State of Ohio and the issues, status or conditions identified in any assessment relating thereto that occurred prior to the date hereof; and (C) the listing or designation of the Owned Real Property as a "medium priority" site on the federal Resource, Conservation and Recovery Act ("RCRA") Corrective Action ---- List and any analogous list promulgated by the State of Ohio and the issues, status or conditions identified in any assessment relating t...
Allocation of Environmental Liabilities. 38 6.4 TRB Product Warranty Claims................................40
Allocation of Environmental Liabilities. Indemnification and Covenants Not to Xxx. ----------------------------------------
Allocation of Environmental Liabilities. (a) The provisions of this Section 11.9 are the result of mutual compromise and represent an allocation of responsibility and risk for Environmental Liabilities as between the Seller and the Buyer. Each party has given weight to these matters in entering into the Agreement and setting the purchase price. The Seller and the Buyer intend that the allocation of risk and responsibility for Environmental Liabilities in this Section 11.9 and other provisions of this Agreement shall be given full effect.
(b) Seller shall retain and be solely responsible for all Environmental Liabilities relating to the Business (including without limitation the Acquired Assets), Ontario and s.r.o. that existed prior to the Closing Date (collectively, “Seller's Retained Environmental Liabilities”); and
(c) Buyer shall assume and be solely responsible for all Environmental Liabilities relating to the Acquired Assets, Ontario and s.r.o. arising after, and only after, the Closing Date (collectively, “Buyer's Assumed Environmental Liabilities”). This Section 11.9 shall survive Closing and shall be binding on the parties' transferees, purchasers, successors and assigns, as well as future tenants, operators and licensees.
