Discharge of Environmental Liabilities. After the Initial Closing Date, with respect to Environmental Liabilities which constitute Excluded Liabilities (the "Seller Environmental Liabilities"), the Buyer will use Commercially Reasonable Efforts not to prejudice or impair the rights of any Seller under Environmental Laws or interfere with the ability of any Seller to contest in appropriate administrative, judicial or other proceedings its liability, if any, for Environmental Claims or Remediation. To the extent relevant to the Seller Environmental Liabilities, (i) the Buyer further agrees to provide to the Sellers draft copies of all plans and studies prepared in connection with any Site investigation or Remediation prior to their submission to the Governmental Authority with jurisdiction under Environmental Laws, (ii) the Seller Representatives shall have the right, without the obligation, to attend all meetings between the Buyer, its agents or representatives, and such Governmental Authorities and (iii) the Buyer shall promptly provide to the Seller Representatives copies of all written information, plans, documents and material correspondence submitted to or received from such Governmental Authorities relating to the Buyer's discharge of any Environmental Liabilities assumed pursuant to this Agreement.
Discharge of Environmental Liabilities. On and after the Closing Date, with respect to Environmental Liabilities which constitute Excluded Environmental Liabilities, Buyer will use commercially reasonable efforts not to prejudice or impair Seller’s rights under the Environmental Laws or interfere with Seller’s ability to contest in appropriate administrative, judicial or other proceedings its Liability, if any, for Environmental Claims or Remediation. To the extent relevant to those Environmental Liabilities which constitute Excluded Liabilities, (a) Buyer further agrees to provide to Seller draft copies of all plans and studies prepared in connection with any Site investigation or Remediation prior to their submission to the Governmental Authority with jurisdiction under Environmental Laws, (b) Seller shall have the right, without the obligation, to attend all meetings between Buyer, its Representatives, and such Governmental Authorities, and (c) Buyer shall promptly provide to Seller copies of all written information, plans, documents and material correspondence submitted to or received from such Governmental Authorities relating to Buyer’s discharge of any Environmental Liabilities assumed pursuant to this Agreement.
Discharge of Environmental Liabilities. Buyers agree and covenant that, after the Closing, Buyers shall not, and shall not permit any Company to, prejudice or impair Sellers’ rights under the Environmental Laws or interfere with Sellers’ ability to contest in appropriate administrative, judicial or other proceedings its liability, if any, for Environmental Claims or Remediation. Buyers further agree to provide to Sellers draft copies of all material plans and studies prepared in connection with any investigation or Remediation associated with pre-Closing occurrences prior to their submission to the Governmental Authority with jurisdiction under Environmental Laws. Sellers shall have the right, without the obligation, to attend all meetings between any Buyer, its agents or Representatives, and such Governmental Authorities. Buyers shall promptly provide to Sellers copies of all material written information, plans, documents and correspondence submitted to or received from such Governmental Authorities relating to any Buyer’s or any Company’s discharge of any Environmental Liabilities associated with pre-Closing occurrences.
Discharge of Environmental Liabilities. In discharging its Environmental Liabilities, if any, on or after the Closing Date, pursuant to Section 2.3(a) hereof, the Buyer agrees and covenants that the Buyer will not prejudice or impair the Seller's rights under the Environmental Laws or interfere with the Seller's ability to contest in appropriate administrative, judicial or other proceedings its liability, if any, for Environmental Claims or Remediation. The Buyer further agrees to provide to the Seller draft copies of all material plans and studies prepared in connection with any Site investigation or Remediation associated with pre-Closing occurrences prior to their submission to the Governmental Authority with jurisdiction under Environmental Laws. The Seller shall have the right, without the obligation, to attend all meetings between the Buyer, its agents or representatives, and such Governmental Authorities. The Buyer shall promptly provide to the Seller copies of all material written information, plans, documents and correspondence submitted to or received from such Governmental Authorities relating to the Buyer's discharge of any Environmental Liabilities assumed pursuant to this Agreement associated with pre-Closing occurrences.
Discharge of Environmental Liabilities. In discharging its Environmental Liabilities, if any, on or after the Closing Date, pursuant to Section 2.3(a) hereof, the Buyer agrees and covenants that the Buyer will not prejudice or impair the Seller's rights under the Environmental Laws or interfere with the Seller's ability to contest in appropriate administrative, judicial or other proceedings its liability, if any, for Environmental Claims or Remediation. The Buyer further agrees to provide to the Seller draft copies of all plans and studies prepared in connection with any Site investigation or Remediation prior to their submission to the Governmental Authority with jurisdiction under Environmental Laws. The Seller shall have the right, without the obligation, to attend all meetings between the Buyer, its agents or representatives, and such Governmental Authorities. The Buyer shall promptly provide to the Seller copies of all written information, plans, documents and material correspondence submitted to or received from such Governmental Authorities relating to the Buyer's discharge of any Environmental Liabilities assumed pursuant to this Agreement.
Discharge of Environmental Liabilities. After the Initial Closing -------------------------------------- Date, with respect to Environmental Liabilities which constitute Excluded Liabilities (the "Seller Environmental Liabilities"), the Buyer will use Commercially Reasonable Efforts not to prejudice or impair the rights of any Seller under Environmental Laws or interfere with the ability of any Seller to contest in appropriate administrative, judicial or other proceedings its liability, if any, for Environmental Claims or Remediation. To the extent relevant to the Seller Environmental Liabilities, (i) the Buyer further agrees to provide to the Sellers draft copies of all plans and studies prepared in connection with any Site investigation or Remediation prior to their submission to the Governmental Authority with jurisdiction under Environmental Laws, (ii) the Seller Representatives shall have the right, without the obligation, to attend all meetings between the Buyer, its agents or representatives, and such Governmental Authorities and (iii) the Buyer shall promptly provide to the Seller Representatives copies of all written information, plans, documents and material correspondence submitted to or received from such Governmental Authorities relating to the Buyer's discharge of any Environmental Liabilities assumed pursuant to this Agreement.
Discharge of Environmental Liabilities. Buyer agrees to provide to Seller draft copies of all material plans and studies prepared in connection with any Site investigation or Remediation associated with pre-Closing occurrences prior to their submission to the Governmental Authority with jurisdiction under Environmental Laws. Seller shall have the right, without the obligation, to observe all meetings between Buyer, its agents or representatives, and such Governmental Authorities. Buyer shall promptly provide to Seller copies of all material written information, plans, documents and correspondence submitted to or received from such Governmental Authorities relating to Buyer’s discharge of any Environmental Liabilities assumed pursuant to this Agreement associated with pre-Closing occurrences.
Discharge of Environmental Liabilities. Buyer agrees to provide to Seller draft copies of all material plans and studies prepared in connection with any Site investigation or Remediation associated with pre-Closing occurrences prior to their submission to the Governmental Authority with jurisdiction under Environmental Laws. Seller shall have the right, without the obligation, to observe all meetings between Buyer, its agents or representatives, and such Governmental Authorities. Buyer shall promptly provide to Seller copies of all material written information, plans, documents and correspondence submitted to or received from such Governmental Authorities relating to Buyer’s or the Company’s discharge of any Environmental Liabilities associated with pre-Closing occurrences. Without limitation of the foregoing, Buyer agrees that certain Sites on which some or all of the Facilities are located are "establishments" within the meaning of the Connecticut Transfer Act (C.G.S. §22a-134 et seq.), and that it is Buyer’s sole and exclusive responsibility (i) to determine the "establishment" status for each Site and each Facility; (ii) to comply, at its sole cost and expense, with any and all requirements for executing appropriate forms and making necessary submissions in connection with the Connecticut Transfer Act; (iii) to comply, at its sole cost and expense, with any requirement under the Connecticut Transfer Act for investigations or Remediation of Hazardous Substances Released at or emanating from the Sites or the Facilities; and (iv) to pay any transfer fees due the Connecticut Department of Environmental Protection and other related fees or costs. Seller shall reasonably cooperate and shall cause the Company to reasonably cooperate with Buyer in the preparation of any necessary submissions pursuant to the Connecticut Transfer Act.
Discharge of Environmental Liabilities. 23 6.5 Noncompetition, Nonsolicitation; and Confidentiality . . . . . . . . . . . . 27 6.6 Retroactive Collective Bargaining Agreements; Signing Bonuses. . . . . . . . 29 6.7
Discharge of Environmental Liabilities. (a) Seller shall indemnify and hold harmless Purchaser from, against and in respect of, any and all:
(i) Environmental Liabilities (as defined in this Section 6.4) identified on Schedule 6.4 to this Agreement; or
(ii) Environmental Liabilities related to activities or conditions that precede the Closing Date and which are known on or prior to July 14, 2001 as identified by Purchaser in a notice submitted to Seller with a copy to NSI pursuant to Section 6.4(b) of this Agreement at any time on or before July 14, 2001.
(b) If Purchaser believes that it is entitled to indemnification pursuant to Section 6.4(a), Purchaser shall give Seller, with a copy to NSI, written notice of such environmental indemnification claim within twenty (20) Business Days from the date Purchaser first becomes aware of such claim pursuant to the notice provisions of Section 14.5 of this Agreement. Any such notice shall set forth in reasonable detail and, to the extent then known, the basis for such claim for indemnification. The failure of Purchaser to give notice of any claim for indemnification within such twenty (20) Business Day period, shall not adversely affect Purchaser's right to indemnity hereunder except to the extent that (i) such failure adversely affects the right of Seller or NSI to assert any reasonable defense to such claim, or (ii) such failure has any adverse impact on Seller or NSI including without limitation increasing the costs of discharging any Environmental Liability; provided, however, that claims made under Section 6.4(a)(ii) must be made on or before July 14, 2001.
(c) In response to a claim for indemnification made by Purchaser pursuant to Section 6.4(a)(ii), Seller shall promptly but in no event more than twenty (20) Business Days deliver to Purchaser written notice acknowledging receipt of Purchaser's notice of claim, and setting forth the time required and any further information needed for Seller to investigate the claim. Seller shall have a reasonable time to investigate the claim. Purchaser agrees to cooperate with Seller and NSI during such investigation. Upon completion of Seller's investigation, Seller shall provide written notice (the "Seller Notice") to Purchaser that:
(1) subject to Section 6.4(d), Seller acknowledges that Purchaser is entitled to indemnification, and Seller will reimburse Purchaser for all Purchaser Losses (as defined in Section 13.1) arising from such claim;
(2) Seller acknowledges that Purchaser is entitled to indemnificati...
