Common use of Covenants Not to Sue Clause in Contracts

Covenants Not to Sue. 21. With respect to the Designated Properties and the Sites (including releases of hazardous substances from any portion of the Designated Properties and the Sites and all areas affected by natural migration of such substances from the Designated Properties and the Sites), including but not limited to the Not Owned Portions of the Xxxxxx Springs Site (including releases of hazardous substances from any portion of the Not Owned Portions of the Xxxxxx Springs Site and all areas affected by natural migration of such substances from the Site), and except as specifically provided in Section VII (Reservation of Rights), upon the Effective Date and Debtors’ full funding of all Custodial Trust Accounts as set forth in Subparagraph 10(e) of this Settlement Agreement (subject to any credit pursuant to Subparagraph 10(f)), the United States on behalf of US EPA and the States covenant not to sue or assert any civil claims or causes of action against Debtors, the Reorganized Debtors, and the Custodial Trust Parties pursuant to Sections 106, 107 of CERCLA, 42 U.S.C. §§ 9606, 9607; RCRA §§7002, 7003, 42 U.S.C. § 6972, 6973; and any similar state law; or any liabilities or obligations asserted in the United States’ and States’ proofs of claim except as to the Separately Settled Matters. The State of New Mexico further covenants not to sue or assert any civil claims or causes of action against Debtors, the Reorganized Debtors, and the Custodial Trust Parties pursuant to Section 311 of the Clean Water Act, 33 U.S.C. § 1321. With respect to the Xxxx Xxx Site (including releases of hazardous substances from any portion of the Xxxx Xxx Site and all areas affected by natural migration of such substances from the Xxxx Xxx Site), the State of New Mexico further covenants not to sue or assert any civil claims or causes of action against Debtors, the Reorganized Debtors, and the Custodial Trust Parties pursuant to Sections 106, 107 of CERCLA, 42 U.S.C. §§ 9606, 9607; the Resource Conservation and Recovery Act (“RCRA”) §§7002, 7003, 42 U.S.C. § 6972, 6973; and any similar state law; or any liabilities or obligations asserted in its proofs of claim and agrees that any liabilities to it under the Xxxx Xxx Stipulation are resolved and released. 22. Arizona has filed Proofs of Claim Nos. 10740, 10741, 10827-10830, 18227, and 18228 under environmental law. This Settlement Agreement and the Settlement Agreement Regarding Miscellaneous Federal and State Environmental Claims resolve upon the Effective Date all of Arizona’s claims against Debtors or the Reorganized Debtors under environmental law for the following sites: Helvetia, Flux Mine, Madera Canyon, and Santa Xxxx, (collectively, the “Other Arizona Sites”) other than NRD claims relating to Mineral Creek and the Gila River allegedly related to releases from the Xxxxxx Xxxxxxx and Xxx Mine properties (the “Arizona NRD Claims”). The Arizona NRD Claims are being resolved in a separate settlement agreement. Liabilities for the Mission Mine, Ray Mine, Silver Bell Mine, and Xxxxxx Xxxxxxx are being or will be assumed by the buyer or successor owner under any plan of reorganization in the Reorganization Cases as provided therein. With respect to the Other Arizona Sites (including releases of hazardous substances from any portion of the Other Arizona Sites and all areas affected by natural migration of such substances from the Sites), the State of Arizona covenants not to sue or assert any civil claims or causes of action against Debtors, the Reorganized Debtors, and the Custodial Trust Parties pursuant to Sections 106, 107 of CERCLA, 42 U.S.C. §§ 9606, 9607; RCRA §§ 7002, 7003, 42 U.S.C. § 6972, 6973; and any similar state law; or any liabilities or obligations asserted in the state’s proofs of claim. 23. The State of Indiana withdraws its claims for the American Chemical Services Sites, Conservation Chemicals Site, and Four County Landfill Site as listed in Proof of Claim No. 9388 and agrees not to assert any further claims against Debtors or the Reorganized Debtors for such Sites. 24. Except as otherwise set forth herein, St. Xxxx Travelers releases, covenants not to sue, and agrees not to assert any claims or causes of action against Debtors, the Reorganized Debtors, or the Custodial Trust Parties related to the Bond. 25. This Settlement Agreement in no way impairs the scope and effect of Debtors’ discharge under Section 1141 of the Bankruptcy Code as to any third parties or as to any claims that are not addressed by this Settlement Agreement. 26. Without in any way limiting the covenants not to sue (and the reservations thereto) set forth in Paragraphs 21-24 and notwithstanding any other provision of this Settlement Agreement, such covenants not to sue shall also apply to Debtors’ and Reorganized Debtors’ successors, assigns, officers, directors, employees, and trustees, but only to the extent that the alleged liability of the successor, assign, officer, director, employee, or trustee of Debtors or Reorganized Debtors is based solely on its status as and in its capacity as a successor, assign, officer, director, employee, or trustee of Debtors or Reorganized Debtors. 27. The covenants not to sue contained in Paragraphs 21-24 of this Settlement Agreement extend only to Debtors, the Reorganized Debtors, the Custodial Trust Parties and the persons described in Paragraph 26 above and do not extend to any other person. Nothing in this Agreement is intended as a covenant not to sue or a release from liability for any person or entity other than Debtors, or the Reorganized Debtors, the Custodial Trust Parties, the United States, the States, and the persons described in Paragraph 26. Except as provided in Paragraph 10(e)(xii), the United States, the States, Debtors, the Reorganized Debtors, and the Custodial Trust Parties expressly reserve all claims, demands, and causes of action either judicial or administrative, past, present or future, in law or equity, which the United States, States, or Debtors, the Reorganized Debtors, or the Custodial Trust Parties may have against all other persons, firms, corporations, entities, or predecessors of Debtors for any matter arising at or relating in any manner to the Designated Properties and the Sites and/or claims addressed herein. 28. Nothing in this Settlement Agreement shall be deemed to limit the authority of the United States or the States to take response action under Section 104 of CERCLA, 42 U.S.C. § 9604, or any other applicable federal or state law or regulation, or to alter the applicable legal principles governing judicial review of any action taken by the United States or the States pursuant to that authority. Nothing in this Settlement Agreement shall be deemed to limit the information- gathering authority of the United States or the States under Sections 104 and 122 of CERCLA, 42 U.S.C. §§ 9604 and 9622, or any other applicable federal or state law or regulation, or to excuse Debtors or the Reorganized Debtors or the Custodial Trustee from any disclosure or notification requirements imposed by CERCLA or any other applicable federal or state law or regulation. 29. Debtors, the Reorganized Debtors, and the Custodial Trustee covenant not to sue and agree not to assert claims or causes of action against the United States or the States, and Debtors and the Reorganized Debtors covenant not to sue and agree not to assert claims or causes of action against the Custodial Trust Parties, with respect to the Designated Properties and the Sites, including but not limited to any direct or indirect claim for reimbursement from the Superfund (established pursuant to the Internal Revenue Code, 26 U.S.C. § 9507) through CERCLA Sections 106(b)(2), 107, 111, 112, 113, 42 U.S.C. §§ 9606(b), 9607, 9611, 9612, 9613, or any other provision of law; any claims against the United States or the States, including any of their departments, agencies or instrumentalities pursuant to Section 107 or 113 of CERCLA, 42 U.S.C. §§ 9607, 9613; and any claims arising out of the response activities at the Designated Properties or the Sites. Nothing in this Settlement Agreement shall be construed to constitute preauthorization of a claim within the meaning of Section 111 of CERCLA, 42 U.S.C. § 9611 or 40 C.F.R. § 300.700(d).

Covenants Not to Sue. 2115. With respect to the Designated Properties and the EPA Sites (including releases of hazardous substances from any portion of the Designated Properties and the Sites such Sites, and all areas affected by natural migration of such substances from the Designated Properties and the such Sites), including but not limited to the Not Owned Portions of the Xxxxxx Springs Site (including releases of hazardous substances from any portion of the Not Owned Portions of the Xxxxxx Springs Site and all areas affected by natural migration of such substances from the Site), ) and except as specifically provided in Section VII (Reservation of Rights), upon the Effective Date and Debtors’ full funding of all Custodial Trust Accounts as set forth in Subparagraph 10(e) of this Settlement Agreement (subject to any credit pursuant to Subparagraph 10(f)), the United States States, on behalf of US EPA and the States covenant not to sue or assert any civil claims or causes of action against DebtorsEPA, the Reorganized Debtors, and the Custodial Trust Parties pursuant to Sections 106, 107 of CERCLA, 42 U.S.C. §§ 9606, 9607; RCRA §§7002, 7003, 42 U.S.C. § 6972, 6973; and any similar state law; or any liabilities or obligations asserted in the United States’ and States’ proofs of claim except as to the Separately Settled Matters. The State of New Mexico further covenants not to sue or assert any civil claims or causes of action against Debtors, the Debtors and Reorganized Debtors, and the Custodial Trust Parties pursuant to Section 311 of the Clean Water Act, 33 U.S.C. § 1321. With respect to the Xxxx Xxx Site (including releases of hazardous substances from any portion of the Xxxx Xxx Site and all areas affected by natural migration of such substances from the Xxxx Xxx Site), the State of New Mexico further covenants not to sue or assert any civil claims or causes of action against Debtors, the Reorganized Debtors, and the Custodial Trust Parties Debtors pursuant to Sections 106, 107 107(a) of CERCLA, 42 U.S.C. §§ 9606, 9607; the Resource Conservation and Recovery Act (“RCRA”) §§7002, § 7003, 42 U.S.C. § 6972, 6973; and any similar state law; or any liabilities or obligations asserted in its proofs the United States’ Proofs of claim and agrees that any liabilities to it under the Xxxx Xxx Stipulation are resolved and releasedClaim. 22. Arizona has filed Proofs of Claim Nos. 10740, 10741, 10827-10830, 18227, and 18228 under environmental law. This Settlement Agreement and the Settlement Agreement Regarding Miscellaneous Federal and State Environmental Claims resolve upon the Effective Date all of Arizona’s claims against Debtors or the Reorganized Debtors under environmental law for the following sites: Helvetia, Flux Mine, Madera Canyon, and Santa Xxxx, (collectively, the “Other Arizona Sites”) other than NRD claims relating to Mineral Creek and the Gila River allegedly related to releases from the Xxxxxx Xxxxxxx and Xxx Mine properties (the “Arizona NRD Claims”). The Arizona NRD Claims are being resolved in a separate settlement agreement. Liabilities for the Mission Mine, Ray Mine, Silver Bell Mine, and Xxxxxx Xxxxxxx are being or will be assumed by the buyer or successor owner under any plan of reorganization in the Reorganization Cases as provided therein16. With respect to the Other Arizona FS Sites and the Xxxxx Xxxxxx Site (including releases of hazardous substances from any portion of the Other Arizona Sites such Sites, and all areas affected by natural migration of such substances from the such Sites) and except as specifically provided in Section VII (Reservation of Rights), the State United States, on behalf of Arizona the Forest Service, covenants not to sue or assert any civil claims or causes of action against Debtors, the Debtors and Reorganized Debtors, and the Custodial Trust Parties Debtors pursuant to Sections 106, 107 107(a) or 113 of CERCLA, 42 U.S.C. §§ 9606, 9607, and 9613; RCRA §§ 7002, 7003, 42 U.S.C. § 6972, 6973; and any similar state law; or any liabilities or obligations asserted in the state’s proofs United States’ Proofs of claimClaim. 2317. The State With respect to the IBWC Site (including releases of Indiana withdraws its claims for hazardous substances from any portion of the American Chemical Services Sites, Conservation Chemicals Site, and Four County Landfill Site all areas affected by natural migration of such substances from the Site) and except as listed specifically provided in Proof Section VII (Reservation of Claim No. 9388 and agrees not to assert any further claims against Debtors or Rights), the Reorganized Debtors for such Sites. 24. Except as otherwise set forth hereinUnited States, St. Xxxx Travelers releaseson behalf of the IBWC, covenants not to sue, and agrees not to sue or assert any civil claims or causes of action against DebtorsDebtors and Reorganized Debtors pursuant to Sections 106, 107(a) or 113 of CERCLA, 42 U.S.C. §§ 9606, 9607, and 9613; any similar state law; or any liabilities or obligations asserted in the United States’ Proofs of Claim. 18. Except as provided in Section VII, the Reorganized DebtorsUnited States, on behalf of EPA, agrees that upon the Closing Date, any and all obligations or liabilities of Debtors to EPA under Sections 106 or 107 of CERCLA, 42 U.S.C. §§ 9606, 9607, or the Custodial Trust Parties Section 7003 of RCRA, 42 U.S.C. § 6973, related to the BondFS Sites, the Xxxxx Xxxxxx Site, and the IBWC Site will be discharged. Moreover, the United States, on behalf of EPA, agrees not to assert a claim in the Bankruptcy Case for such obligations or liabilities, except as provided in Section VII. 2519. With respect to the Miscellaneous State Sites, the Xxxxx Xxxxxx Site, and the Xxxxxxx Boulevard/I-70 Site (including releases of hazardous substances from any portion of such Sites, and all areas affected by natural migration of such substances from any such Sites) indicated below, and except as specifically provided in Section VII (Reservation of Rights), each State covenants not to sue or assert any civil claims or causes of action against Debtors and Reorganized Debtors pursuant to Sections 107(a) or 113 of CERCLA, 42 U.S.C. §§ 9607, and 9613; RCRA § 7002 and 7003, 42 U.S.C. § 6972 and 6973; any similar state law; or any liabilities or obligations asserted in its respective Proof(s) of Claim as follows: a. Arizona with respect to the Helvetia Site; b. Colorado with respect to the Bonanza Site, Summitville Site, and Xxxxxxx Boulevard/I-70 Site; c. New Jersey with respect to the South Plainfield Site; d. Oklahoma with respect to the Henryetta Plant Site and Kusa Site; x. Xxxxxxxxxx with respect to the Chollet Mine Site, Golden King Site, Xxxxx Xxxxxx Site, Xxx Xxxxx Site, Northport Smelter Site, Xxxxxxxx Xxxxxxx Site, and Azurite Site. 20. This Settlement Agreement in no way impairs the scope and effect of Debtors’ discharge under Section 1141 of the Bankruptcy Code as to any third parties or as to any claims that are not addressed by this Settlement Agreement. 2621. Without in any way limiting the covenants not to sue (and the reservations thereto) set forth in Paragraphs 2115-24 19 and notwithstanding any other provision of this Settlement Agreement, such covenants not to sue shall also apply to Debtors’ and Reorganized Debtors’ successors, assigns, officers, directors, employees, and trustees, but only to the extent that the alleged liability of the successor, assign, officer, director, employee, or trustee of Debtors or and Reorganized Debtors is based solely on its status as and in its capacity as a successor, assign, officer, director, employee, or trustee of Debtors or and Reorganized Debtors. 2722. The covenants not to sue contained in Paragraphs 2115-24 19 of this Settlement Agreement extend only to Debtors, the Debtors and Reorganized Debtors, the Custodial Trust Parties Debtors and the persons described in Paragraph 26 21 above and do not extend to any other person. Nothing in this Agreement is intended as a covenant not to sue or a release from liability for any person or entity other than Debtors, or the Reorganized Debtors, the Custodial Trust Parties, the United States, the StatesGovernments, and the persons described in Paragraph 2621. Except as provided in Paragraph 10(e)(xii), the United States, the StatesThe Governments, Debtors, the and Reorganized Debtors, and the Custodial Trust Parties Debtors expressly reserve all claims, demands, and causes of action action, either judicial or administrative, past, present or future, in law or equity, which the United StatesGovernments, States, or Debtors, the Reorganized Debtors, or the Custodial Trust Parties Reorganized Debtors may have against all other persons, firms, corporations, entities, or predecessors of Debtors and Reorganized Debtors for any matter arising at or relating in any manner to the Designated Properties Miscellaneous Federal Sites and the Miscellaneous State Sites and/or claims addressed herein. 2823. Nothing in this Settlement Agreement shall be deemed to limit the authority of the United States or the States any State to take response action under Section 104 of CERCLA, 42 U.S.C. § 9604, or similar state laws, or any other applicable federal or state law or regulation, or to alter the applicable legal principles governing judicial review of any action taken by the United States or the States pursuant to that authority. Nothing in this Settlement Agreement shall be deemed to limit the information- information-gathering authority of the United States or the States any State under Sections 104 and 122 of CERCLA, 42 U.S.C. §§ 9604 and 9622, or any other applicable federal or state law or regulation, or similar state laws, or to excuse Debtors or the Reorganized Debtors or the Custodial Trustee from any disclosure or notification requirements imposed by CERCLA CERCLA, RCRA, or any other applicable federal or state law or regulation. 2924. Debtors, the Reorganized Debtors, and the Custodial Trustee covenant not to sue and agree not to assert claims or causes of action against the United States or the States, and Debtors and the Reorganized Debtors covenant not to sue and agree not to assert any claims or causes of action against the Custodial Trust PartiesUnited States with respect to any of the EPA Sites, FS Sites, the Xxxxx Xxxxxx Site, and the IBWC Site, and against each State with respect to the Designated Properties and the Sitescorresponding Site listed in Paragraph 19(a) through (e), including but not limited to to: any direct or indirect claim for reimbursement from the Hazardous Substance Superfund (established pursuant to the Internal Revenue Code, 26 U.S.C. § 9507) through CERCLA Sections 106(b)(2), 107, 111, 112, 113, 42 U.S.C. §§ 9606(b), 9607, 9611, 9612, 9613, or any other provision of law; any claims against the United States or the States, States including any of their departments, agencies or instrumentalities pursuant to instrumentalities, under Section 107 or 113 of CERCLA, 42 U.S.C. §§ 9607, 9613; and any claims arising out of the response activities at any of the Designated Properties or the Miscellaneous Federal Sites and Miscellaneous State Sites. Nothing in this Settlement Agreement shall be construed to constitute preauthorization of a claim within the meaning of Section 111 of CERCLA, 42 U.S.C. § 9611 or 40 C.F.R. § 300.700(d).