Environmental Closure and Indemnification Sample Clauses

Environmental Closure and Indemnification. Seller covenants and agrees, at its sole cost and expense, to indemnify, protect, defend (with counsel reasonably satisfactory to Buyer), hold and save Buyer harmless against and from any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, threats, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, court costs, attorneys’ and experts’ fees and disbursements) which may at any time be imposed upon, incurred by or asserted or awarded against Buyer (or its successors, assigns or successors-in-interest in the Real Property) based on or arising from or out of (i) any Hazardous Material on, under or affecting all or any portion of the Real Property or any surrounding areas to the extent released (as such term is defined by CERCLA) by Seller or its agents, affiliates, representatives, employees or invitees (“Seller Caused Contamination”), including, without limitation, any Third Party Claims relating thereto (collectively, the “Seller Environmental Indemnity”), provided further that for avoidance of doubt, Seller Caused Contamination shall exclude in all cases any Hazardous Materials existing in the improvements, soil or groundwater, in, on, under, about or migrating to the Property prior to October 10, 2003 (“Pre-Existing Contamination”), and (ii) Hazardous Materials specifically permitted to remain in the improvements, soil or groundwater, in, on, under or about the Property by the governmental entity approving Seller’s Closure (as defined below) following completion of Seller’s Closure. For purposes hereof, “Third Party Claims” means any claims or rights of recovery by any person or entity, including governmental entities and include, without limitation, claims for actual or alleged violations, injury, damage, or loss to persons or properties; claims for damages, injuries or costs associated with investigation, cost recovery, removal or remedial actions allegedly caused by or associated with the Real Property or any conditions or operations thereon; claims for any costs paid or payable by either party hereto for damages, loss, injury, investigation, removal, remediation or other liability in response to any demand, order or claim or in anticipation of any enforcement or remedial action undertaken or threatened by any government agency or private party. Buyer’s rights under this Section 12 shall be in addition to all rights and re...