Common use of CONTRIBUTION PROTECTION Clause in Contracts

CONTRIBUTION PROTECTION. The Parties agree that, and by entering this Settlement Agreement and the Environmental Custodial Trust Agreement, the Court finds, that this settlement constitutes a judicially-approved settlement for purposes of Section 113(f)(2) of CERCLA, 42 U.S.C. § 9613(f)(2), and that the Debtors and the Custodial Trust Parties are entitled, as of the Effective Date, to protection from contribution actions or claims as provided by Section 113(f)(2) of CERCLA, 42 U.S.C. § 9613(f)(2), or as may be otherwise provided by law, for “matters addressed” in this Settlement Agreement. Subject to the last sentence of this Paragraph, the “matters addressed” in this Settlement Agreement, as that phrase is used in Section 113(f)(2) of CERCLA, 42 U.S.C. § 9613(f)(2), include, without limitation, (i) claims by EPA or potentially responsible parties for response costs at or in connection with each of the Liquidated Sites and Transferred Real Properties, including claims related to releases of hazardous substances from any portion of the Liquidated Sites and Transferred Real Properties and all areas affected by natural migration of such substances from such sites; (ii) claims by DOI or potentially responsible parties for natural resource damages for injury to DOI trust resources (including related natural resource damage assessment costs) at or in connection with each of the Liquidated Sites and Transferred Real Properties for which DOI is providing a covenant not to sue pursuant to Paragraph 37, including claims related to releases of hazardous substances from any portion of the Liquidated Sites and Transferred Real Properties and all areas affected by natural migration of such substances from such sites; and (iii) claims by NOAA or potentially responsible parties for natural resource damages for injury to NOAA trust resources (including related natural resource damage assessment costs) at or in connection with each of the Liquidated Sites and Transferred Real Properties for which NOAA is providing a covenant not to sue pursuant to Paragraph 37, including claims related to releases of hazardous substances from any portion of the Liquidated Sites and Transferred Real Properties and all areas affected by natural migration of such substances from such sites. The “matters addressed” in this Settlement Agreement do not include claims against any of the Debtors for liquidated past response costs incurred prior to the Petition Dates and included in proofs of claim filed in any of the Bankruptcy Cases by potentially responsible parties with respect to any of the Liquidated Sites or Transferred Real Properties.

CONTRIBUTION PROTECTION. The Parties agree that6.1 Kodak and the United States on behalf of EPA and DOI agree, and by entering this Settlement Agreement and the Environmental Custodial Trust Agreement, the Court finds, that this settlement Settlement Agreement constitutes a judicially-approved settlement for purposes of Section 113(f)(2) of CERCLA, 42 U.S.C. § 9613(f)(2), and that the Debtors and the Custodial Trust Parties are Kodak is entitled, as of the Settlement Effective Date, to protection from contribution actions or claims as provided by Section 113(f)(2) of CERCLA, 42 U.S.C. § 9613(f)(2), or as may be otherwise provided by law, for “matters addressed” in this Settlement Agreement. Subject to the last sentence of this Paragraph, the The “matters addressed” in this Settlement Agreement, as that phrase is used in Section 113(f)(2) of CERCLA, 42 U.S.C. § 9613(f)(2), include, without limitation, are: (ia) claims by EPA or potentially responsible parties for response costs at or in connection with each of the Liquidated Sites Pre-Existing Contamination; and Transferred Real Properties, including claims related to releases of hazardous substances from any portion of the Liquidated Sites and Transferred Real Properties and all areas affected by natural migration of such substances from such sites; (iib) claims by DOI or potentially responsible parties for natural resource damages for injury to DOI trust resources at EBP or the Genesee River (including related natural resource damage assessment costs) at with respect to Pre-Existing Contamination; provided, however, that if the United States exercises rights under the reservations in Section 5.7, other than 5.7(i) (failure to meet a requirement of this Settlement Agreement or in connection with each of the Liquidated Sites and Transferred Real Properties for which DOI is providing a covenant not to sue pursuant to Paragraph 37Amended EBP Settlement Agreement) or 5.7(ii) (criminal liability), including claims related to releases of hazardous substances from any portion of the Liquidated Sites and Transferred Real Properties and all areas affected by natural migration of such substances from such sites; and (iii) claims by NOAA or potentially responsible parties for natural resource damages for injury to NOAA trust resources (including related natural resource damage assessment costs) at or in connection with each of the Liquidated Sites and Transferred Real Properties for which NOAA is providing a covenant not to sue pursuant to Paragraph 37, including claims related to releases of hazardous substances from any portion of the Liquidated Sites and Transferred Real Properties and all areas affected by natural migration of such substances from such sites. The “"matters addressed” " in this Settlement Agreement do not will no longer include claims against any those response costs or natural resource damages that are within the scope of the Debtors for liquidated past response costs incurred prior to the Petition Dates and included in proofs of claim filed in any of the Bankruptcy Cases by potentially responsible parties exercised reservation. 6.2 Kodak agrees that, with respect to any suit for contribution brought against it after the Settlement Effective Date for matters related to this Settlement Agreement, it will notify the United States within fifteen (15) business days of service of the Liquidated Sites complaint upon it. In addition, in connection with such suit, Kodak shall notify the United States within fifteen (15) business days of service or Transferred Real Propertiesreceipt of any Motion for Summary Judgment and within fifteen (15) business days of receipt of any order from a court setting a case for trial; provided, however, that the failure to notify the United States pursuant to this paragraph shall not in any way affect the protections afforded by Articles V and VI of this Settlement Agreement.

CONTRIBUTION PROTECTION. 28. The Parties agree thatagree, and by entering this Settlement Agreement and the Environmental Custodial Trust Agreement, the Court finds, that this settlement constitutes a judicially-approved settlement for purposes of Section 113(f)(2) of CERCLA, 42 U.S.C. § 9613(f)(2), and that the Debtors and the Custodial Trust Parties are entitled, as of the Effective Date, to protection from contribution actions or claims as provided by Section 113(f)(2) of CERCLA, 42 U.S.C. § 9613(f)(2), or as may be otherwise provided by law, for “matters addressed” in this Settlement Agreement. Subject to the last sentence of this Paragraph, the “matters addressed” in this Settlement Agreement, as that phrase is used in Section 113(f)(2) of CERCLA, 42 U.S.C. § 9613(f)(2)) and subject to the covenants not to sue and releases and reservations of rights set forth in Sections VIII and IX herein, include, without limitation, (i) claims by EPA the United States on behalf of DOI and NOAA, the States, the Tribe, or potentially responsible parties for response natural resource damages, including assessment costs at or in connection with each of natural resource damages at the Liquidated Settled NRD Sites and Transferred Real Propertiesfor which covenants not to sue were provided, including claims related to natural resource damages resulting from releases of hazardous substances from any portion of the Liquidated Settled NRD Sites and Transferred Real Properties and all areas affected by natural migration of such substances from such sites; (ii) claims by DOI or potentially responsible parties for natural resource damages for injury to DOI trust resources (including related natural resource damage assessment costs) at or in connection with each of the Liquidated Sites and Transferred Real Properties for which DOI is providing a covenant not to sue pursuant to Paragraph 37, including claims related to releases of hazardous substances emanating from any portion of the Liquidated Sites and Transferred Real Properties and all areas affected by natural migration of such substances from such sites; and (iii) claims by NOAA or potentially responsible parties for natural resource damages for injury to NOAA trust resources (including related natural resource damage assessment costs) at or in connection with each of the Liquidated Sites and Transferred Real Properties for which NOAA is providing a covenant not to sue pursuant to Paragraph 37, including claims related to releases of hazardous substances from any portion of the Liquidated Sites and Transferred Real Properties and all areas affected by natural migration of such substances from such sitesSettled NRD Sites. The “matters addressed” in this Settlement Agreement do not include claims against any of the Debtors asserted on behalf of EPA, the States or the Tribe for liquidated past response costs incurred by potentially responsible parties prior to the Petition Dates Date and included in proofs of claim filed in any of the Bankruptcy Cases by potentially responsible parties with respect to the Settled NRD Sites. Matters addressed in this Settlement Agreement also include NRD claims asserted by the States and the Tribe, including restoration and assessment costs relating to or in connection with the NRD Settled Sites. Matters addressed in this Settlement Agreement do not include any matters that are the subject of the reservations of rights set forth in Section IX herein. 29. The Debtors each agree that, with respect to any suit for contribution brought against any of them after the Liquidated Sites Effective Date for matters related to this Settlement Agreement, they will notify the United States within fifteen business days of service of the complaint upon them. In addition, in connection with such suit, the Debtors shall notify the United States within fifteen business days of service or Transferred Real Propertiesreceipt of any Motion for Summary Judgment and within fifteen business days of receipt of any order from a court setting a case for trial (provided, however, that the failure to notify the United States pursuant to this Paragraph shall not in any way affect the protections afforded under Section IX of this Settlement Agreement.

CONTRIBUTION PROTECTION. 18. The Parties agree thatagree, and by entering this Settlement Agreement and the Environmental Custodial Trust Agreement, the Court finds, that this settlement constitutes a judicially-approved settlement for purposes of Section 113(f)(2) of CERCLA, 42 U.S.C. § 9613(f)(2), and that the Debtors and the Custodial Trust Parties are entitled, as of the Effective Date, to protection from contribution actions or claims as provided by Section 113(f)(2) of CERCLA, 42 U.S.C. § 9613(f)(2), or as may be otherwise provided by law, for “matters addressed” in this Settlement Agreement. Subject to the last sentence of this Paragraph, the “matters addressed” in this Settlement Agreement, as that phrase is used in Section 113(f)(2) of CERCLA, 42 U.S.C. § 9613(f)(2), include, without limitation, (i) claims by EPA or potentially responsible parties for response costs at or in connection with each of the Liquidated Sites and Transferred Real Properties, including claims related to releases of hazardous substances from any portion of the Liquidated Sites and Transferred Real Properties and all areas affected by natural migration of such substances from such sites; (ii) claims by DOI or potentially responsible parties for natural resource damages for injury to DOI trust resources (including related natural resource damage assessment costs) at or in connection with each of the Liquidated Sites and Transferred Real Properties for which DOI is providing a covenant not to sue pursuant to Paragraph 37, including claims related to releases of hazardous substances from any portion of the Liquidated Sites and Transferred Real Properties and all areas affected by natural migration of such substances from such sites; and (iii) claims by NOAA or potentially responsible parties for natural resource damages for injury to NOAA trust resources (including related natural resource damage assessment costs) at or in connection with each of the Liquidated Sites and Transferred Real Properties for which NOAA is providing a covenant not to sue pursuant to Paragraph 37, including claims related to releases of hazardous substances from any portion of the Liquidated Sites and Transferred Real Properties and all areas affected by natural migration of such substances from such sitesGowanus Site. The “matters addressed” in this Settlement Agreement do not include claims against any of the Debtors for liquidated past response costs incurred by potentially responsible parties prior to the Petition Dates Date and included in proofs of claim filed in any of the Bankruptcy Cases by potentially responsible parties with respect to the Gowanus Site. 19. The Debtors each agree that, with respect to any suit for contribution brought against any of them after the Liquidated Sites Effective Date for matters related to this Settlement Agreement, they will notify the United States within fifteen business days of service of the complaint upon them. In addition, in connection with such suit, the Debtors shall notify the United States within fifteen business days of service or Transferred Real Propertiesreceipt of any Motion for Summary Judgment and within fifteen business days of receipt of any order from a court setting a case for trial (provided, however, that the failure to notify the United States pursuant to this Paragraph shall not in any way affect the protections afforded under Section VIII (Covenants Not to Sue and Reservation of Rights).