Common use of Buyer’s Environmental Obligations Clause in Contracts

Buyer’s Environmental Obligations. As of the Closing, and excluding the Seller Environmental Obligations and any Claims identified in Schedule 9 - Disclosures, Buyer specifically assumes and shall be responsible for all Environmental Obligations with respect to the Assets, in accordance with all of the following (“Buyer Environmental Obligations”): (A) All Environmental Obligations with respect to the Assets, including any and all Claims under any Environmental Law with respect to the Assets, and any Environmental Obligations existing prior to or as of the Closing Date or relating to periods arising before the Closing Date. (B) Any and all Claims in respect of Environmental Conditions arising from any act or omission by Buyer after the Closing Date or any failure by Buyer to comply with any Environmental Law. (C) All Decommissioning Obligations with respect to the Assets, including any and all Claims under any applicable law with respect to the Decommissioning Obligations, and any Decommissioning Obligations existing prior to or as of the Closing Date or relating to periods arising before the Closing Date. (D) All Hazardous Materials in accordance with the following: (1) It is expressly recognized by Buyer that the Assets may contain Hazardous Materials as a result of operations. After the Closing Date, the generation, formation, or presence of Hazardous Materials in or on the Assets shall be the sole responsibility of Buyer. (2) Buyer and all future assignees and successors of Buyer shall indemnify and defend Seller and the Seller Parties from any and all Claims (including expenses associated with investigation of claims, testing and assessment), whether based on any theory of negligence, tort, breach of contract, breach of warranty, strict liability, regulatory liability or statutory liability, regardless of the sole, joint or concurrent negligence, breach of contract, breach of warranty, strict liability, regulatory liability, statutory liability, or other fault or responsibility of Seller or any other person or party, in any way arising from, resulting from or related to the presence of Hazardous Materials, whether such Hazardous Materials were in place before or after the Closing Date. (E) All future assignees and successors of Buyer shall indemnify and defend Seller and the Seller Parties from and against any and all Claims under any Environmental Law with respect to the Assets and Buyer shall duly notify all such assignees and successors of such obligations. Any conveyance, transfer or assignment of all or part of the Assets by Buyer, its successors or assigns, in which the grantee, transferee or assignee fails to expressly assume this obligation, shall be deemed null and void.