Asbestos and NORM. The Properties may currently or have in the past contained asbestos and NORM, and special procedures associated with assessment, remediation, removal, transportation or disposal of asbestos and NORM may be necessary, and Buyer acknowledges and agrees as follows from and after Closing.
12.3.1 Except with respect to a breach by Seller of any of its representations or warranties contained in Article 10, as limited by Article 8, Buyer accepts sole responsibility for and agrees to pay any and all costs and expenses associated with assessment, remediation, removal, transportation and disposal of asbestos and NORM associated with the Properties, and may not claim the fact that assessment, remediation, removal, transportation or disposal of asbestos and NORM are not complete or that additional costs and expenses are required in connection with assessment, remediation, removal, transportation or disposal of asbestos and NORM as an Alleged Adverse Condition or the basis for any other redress against Seller or its Affiliates, and Buyer (on behalf of Buyer Group and their successors and assigns) irrevocably waives any and all Losses and Third Party Claims they may have against Seller Group associated with the same; and
12.3.2 Except with respect to a breach by Seller of any of its representations or warranties contained in Article 10, as limited by Article 8, Buyer releases Seller Group from and shall fully protect, defend, indemnify, and hold Seller Group harmless from and against any and all Losses and Third Party Claims relating to, arising out of, or connected with, directly or indirectly, the assessment, remediation, removal, transportation and disposal of asbestos and NORM associated with the Properties, no matter whether arising before, on or after the Effective Time. This indemnity and defense obligation will apply regardless of cause or of any negligent acts or omissions (including sole negligence, concurrent negligence or strict liability), breach of duty (statutory or otherwise), violation of Law or other fault of Seller Group, or any pre-existing defect. For the removal of doubt, Buyer’s release under this Article 12.3 does not prevent Buyer from asserting the existence of an Alleged Adverse Condition under Article 5.2 for asbestos or NORM that is, as of a date prior to Closing, in a condition that violates existing Laws. The preceding sentence shall in no way expand Buyer’s rights under Article 5.2 or diminish Buyer’s waiver contained in Article 5.3.
Asbestos and NORM. The Assets may currently or have in the past contained asbestos and NORM, and special procedures associated with assessment, remediation, removal, transportation or disposal of asbestos and NORM may be necessary. Notwithstanding anything contained in this Agreement to the contrary:
(i) Buyer accepts responsibility for and agrees to pay any and all costs and expenses associated with assessment, remediation, removal, transportation and disposal of asbestos and NORM associated with the Assets, and may not claim the fact that assessment, remediation, removal, transportation or disposal of asbestos and NORM are not complete or that additional costs and expenses are required in connection with assessment, remediation, removal, transportation or disposal of asbestos and NORM as an Environmental Condition or a breach of Seller’s representations and warranties under this Agreement or the basis for any other redress against Seller; and Buyer irrevocably waives any and all claims against Seller associated with the same; and
(ii) Buyer releases Seller from and shall fully protect, defend, indemnify, and hold Seller harmless from and against any and all Claims relating to, arising out of, or connected with, directly or indirectly, the assessment, remediation, removal, transportation and disposal of asbestos and NORM associated with the Assets, no matter whether arising before or after the Effective Time. This indemnity and defense obligation will apply regardless of cause or of any negligent acts or omissions (including sole negligence, concurrent negligence or strict liability), breach of duty (statutory or otherwise), violation of Law or other fault of Seller, or any pre-existing defect.
Asbestos and NORM. The parties acknowledge that the Properties may contain asbestos and/or NORM, and that special procedures may be required for the assessment, remediation, removal, transportation or disposal of asbestos and NORM. Buyer agrees to assume any and all liability associated with or attributable to the assessment, remediation, removal, transportation and disposal of the asbestos or NORM associated with or attributable to the Properties and shall conduct said activities in accordance with all applicable Laws.
Asbestos and NORM. The Properties may currently or have in the past contained asbestos and NORM, and special procedures associated with assessment, remediation, removal, transportation or disposal of asbestos and NORM may be necessary. It is the Parties' intent that Seller shall not be liable for and Buyer shall have no claim against Seller for the mere existence of asbestos or NORM on the Properties (except to the extent the asbestos or NORM is as of the date of execution of this Agreement in a condition that violates applicable Environmental Laws and Buyer would be entitled to a remedy with respect to such violation under another term of this Agreement) or Buyer's actions such as removal or remediation thereof. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, INCLUDING ARTICLE 8:
(a) IF CLOSING OCCURS, BUYER, FROM AND AFTER CLOSING, ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY ANY AND ALL COSTS AND EXPENSES ASSOCIATED WITH ASSESSMENT, REMEDIATION, REMOVAL, TRANSPORTATION AND DISPOSAL OF ASBESTOS AND NORM ASSOCIATED WITH THE PROPERTIES, AND MAY NOT CLAIM THE FACT THAT ASSESSMENT, REMEDIATION, REMOVAL, TRANSPORTATION OR DISPOSAL OF ASBESTOS AND NORM ARE NOT COMPLETE OR THAT ADDITIONAL COSTS AND EXPENSES ARE REQUIRED IN CONNECTION WITH ASSESSMENT, REMEDIATION, REMOVAL, TRANSPORTATION OR DISPOSAL OF ASBESTOS AND NORM AS AN ALLEGED ADVERSE CONDITION OR A BREACH OF SELLER'S REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT OR THE BASIS FOR ANY OTHER REDRESS AGAINST SELLER, AND BUYER (ON BEHALF OF BUYER GROUP AND THEIR SUCCESSORS AND ASSIGNS) IRREVOCABLY WAIVES ANY AND ALL CLAIMS THEY MAY HAVE AGAINST SELLER GROUP ASSOCIATED WITH THE SAME, EXCEPT (I) TO THE EXTENT THE ASBESTOS OR NORM IS AS OF THE DATE OF EXECUTION OF THIS AGREEMENT IN A CONDITION THAT VIOLATES APPLICABLE ENVIRONMENTAL LAWS AND BUYER WOULD BE ENTITLED TO A REMEDY WITH RESPECT TO SUCH VIOLATION UNDER ANOTHER TERM OF THIS AGREEMENT OR (II) THE ASBESTOS OR NORM IS THE BASIS OF A CLAIM FOR DEATH OR BODILY INJURY THAT ACCRUED PRIOR TO THE EFFECTIVE TIME AND BUYER WOULD BE ENTITLED TO A REMEDY WITH RESPECT TO SUCH CLAIM UNDER ANOTHER TERM OF THIS AGREEMENT; AND
(b) IF CLOSING OCCURS, BUYER, FROM AND AFTER CLOSING, RELEASES SELLER GROUP FROM AND SHALL FULLY PROTECT, DEFEND, INDEMNIFY, AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, THE ASSESSMENT, REMEDIATION, REMOVAL, TRANSPORTATION AND DISPOSAL OF ASB...
Asbestos and NORM. Buyer acknowledges that the Properties may currently or have in the past contained asbestos or NORM and that special procedures may be required for the assessment, remediation, removal, transportation or disposal of such asbestos and NORM. Notwithstanding anything contained in this Agreement to the contrary (including without limitation Articles 5.2, 8.2 or 8.
Asbestos and NORM. 22 8.7 Buyer's Assumption of Obligations . . . . . . . . . . . . . . . . . . . . . 23 8.8 Process Safety Management . . . . . . . . . . . . . . . . . . . . . . . . . 23 8.9
Asbestos and NORM. Buyer acknowledges that the Assets may currently or have in the past contained asbestos or naturally occurring radioactive materials ("NORM") and that special procedures may be required for the assessment, remediation, removal, transportation or disposal of such asbestos and NORM. Buyer agrees to accept full responsibility, and indemnify Sellers from and against, any costs and expenses associated with the assessment, remediation, removal, transportation and disposal of the asbestos or NORM associated with the Assets.
Asbestos and NORM. MLP acknowledges that the Sulphur River Assets may currently contain asbestos or asbestos containing materials or naturally occurring radioactive materials ("NORM") and that special procedures may be required for the assessment, remediation, removal, abatement, transportation or disposal of such asbestos, asbestos containing materials and NORM. Notwithstanding anything contained in this Agreement to the contrary, but without limiting EECI's express indemnity obligations hereunder, the Company will indemnify EECI for, and pay or cause one or more other members of the Company Group to pay, all costs, expenses and other Liabilities associated with the assessment, remediation, removal, abatement, transportation and disposal of the asbestos, asbestos containing materials or NORM associated with the Sulphur River Assets and for which EECI is liable or obligated to indemnify Sulphur River Seller under the Sulphur River Agreement. In case any owner of the Sulphur River Assets prior to EECI and Sulphur River Seller is liable for any of such costs, expenses and other Liabilities, the Company will be subordinated to any rights of EECI to seek recovery thereof from that prior owner.
Asbestos and NORM. 25 Section 7.2 Environmental Review and Audit....................................................25 Page
Asbestos and NORM. Buyer acknowledges that the Assets may currently or have in the past contained asbestos or asbestos containing materials or naturally occurring radioactive materials ("NORM") and that special procedures may be required for the assessment, remediation, removal, abatement, transportation or disposal of such asbestos, asbestos containing materials and NORM. Notwithstanding anything contained in this Agreement to the contrary, Buyer agrees to accept full responsibility for and shall pay all costs, expenses and other Covered Liabilities associated with the assessment, remediation, removal, abatement, transportation and disposal of the asbestos, asbestos containing materials or NORM associated with the Assets, and shall not be entitled to claim the fact that the assessment, remediation, removal, abatement, transportation or disposal of the asbestos, asbestos containing materials or NORM is not complete or that additional cost will be required to complete the assessment, remediation, removal, abatement, transportation or disposal of the asbestos, asbestos containing materials or NORM as a failure of a condition to Closing, an Environmental Defect, a breach of Seller's representations and warranties or a breach of any of Seller's other obligations under this Agreement, and Buyer (on behalf of itself, its officers, agents, employees, Affiliates, successors and assigns) irrevocably waives such claims. In conducting the duties and obligations contained in this Section 7.1, Buyer shall comply with all Laws.
