Common use of Asbestos and NORM Clause in Contracts

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 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 the Exchange 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 assignsassigns and the New GP) 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 shall: (i) be liable to; and (ii) 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 12.3.2 does not prevent Buyer from asserting the existence of an Alleged Adverse Condition under Article 5.2 5.2. for asbestos or NORM that is, as of a date prior to the Exchange 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 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 . Notwithstanding anything contained in Article 10any other provision of this Agreement, as limited by Article including Articles 5 and 8, if Closing occurs: 12.4.1 Buyer expressly assumes and 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 or its AffiliatesSeller, 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 12.4.2 Buyer (on behalf of any of its representations or warranties contained in Article 10, as limited by Article 8, Buyer Group and their successors and assigns) releases Seller Group from and shall fully protect, defend, indemnify, and hold harmless 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 before or after the Effective Time. This These indemnity and defense obligation will obligations apply regardless of cause or of any negligent acts or omissions (including sole negligenceactive or passive, sole, concurrent or comparative negligence or gross negligence), strict liability), breach of duty (statutory or otherwise), violation of Law or other fault of Seller Group, or any pre-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 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 . Notwithstanding anything contained in Article 10any other provision of this Agreement, as limited by Article 8including Articles V and VIII, Buyer if Closing occurs: (a) Purchaser expressly assumes and 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 or its AffiliatesSeller, and Buyer Purchaser (on behalf of Buyer Purchaser 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 (b) Purchaser (on behalf of any of its representations or warranties contained in Article 10, as limited by Article 8, Buyer Purchaser Group and their successors and assigns) releases Seller Group from from, and shall fully protect, defend, indemnify, indemnify and hold harmless Seller Group harmless from and against 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 before or after the Effective Time. This These indemnity and defense obligation will obligations apply regardless of cause or of any negligent acts or omissions (including sole negligenceactive or passive, sole, concurrent or comparative negligence or gross negligence), 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 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 acknowledges shall have no claim against Seller for the 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 agrees Buyer would be entitled to a remedy with respect to such violation under another term of this Agreement) or Buyer’s actions such as follows removal or remediation thereof. Notwithstanding anything contained in this Agreement to the contrary, including Article 8: (a) If Closing occurs, excluding Charges attributable to the Properties for which Seller is responsible pursuant to Article 6, Buyer, 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 a breach of Seller’s representations and warranties under this Agreement 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 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 is, at the time in question, 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 is, at the time in question, entitled to a remedy with respect to such Claim under another term of this Agreement; and 12.3.2 Except with respect (b) If Closing occurs, excluding Charges attributable to a breach by the Properties for which Seller of any of its representations or warranties contained in is responsible pursuant to Article 10, as limited by Article 86, Buyer (on behalf of Buyer Group and their successor and assigns), 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 Losses claims 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 from the Properties, no matter whether arising before, on or Properties after the Effective Time. This indemnity and defense obligation will apply regardless of cause or of any negligent acts or omissions (including sole negligenceactive or passive, sole, concurrent negligence or comparative negligence), 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 12.4(b) 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 the date prior to Closingof execution of this Agreement, in a condition that violates existing Environmental 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.