Common use of Environmental Compliance and Indemnification Clause in Contracts

Environmental Compliance and Indemnification. The Company hereby indemnifies the Administrative Agent and the Banks, and each of them, and holds the Administrative Agent and the Banks, and each of them, harmless from and against any loss, damage, cost, expense or liability (including strict liability) directly or indirectly arising from or attributable to the generation, storage, release, threatened release, discharge, disposal or presence (whether prior to or during the term of the Loans) of Hazardous Substances on, under or about the Premises (whether by the Company or any employees, agents, contractors or subcontractors of the Company or any predecessor in title or any third persons occupying or present on the Premises), or the breach of any of the representations and warranties regarding the Premises, including, without limitation: (a) those damages or expenses arising under the Environmental Laws; (b) the costs of any repair, cleanup or detoxification of the Premises, including the soil and ground water thereof, and the preparation and implementation of any closure, remedial or other required plans; (c) damage to any natural resources; and (d) all reasonable costs and expenses incurred by the Administrative Agent and the Banks, or any of them, in connection with clauses (a), (b) and (c) including, but not limited to, reasonable attorneys' fees. The Company will not permit any of its employees, agents, contractors, subcontractors, or any other person occupying or present on the Premises to generate, manufacture, store, dispose or release on, about or under the Premises any Hazardous Substances in a manner which would result in the Premises not complying with the Environmental Laws in any material respect. The indemnification provided for herein shall not apply to any losses, liabilities, damages, injuries, expenses or costs which: (i) arise from the gross negligence or willful misconduct of the Administrative Agent and the Banks, or any of them, or (ii) relate to Hazardous Substances placed or disposed of on the Premises after the Administrative Agent and the Banks, or any of them, acquires title to the Premises through foreclosure or otherwise.

Environmental Compliance and Indemnification. The Company hereby indemnifies Each Subsidiary shall indemnify the Administrative Agent and the Banks, and each of them, and holds shall hold the Administrative Agent and the Banks, and each of them, harmless from and against any loss, damage, cost, expense or liability (including strict liability) directly or indirectly arising from or attributable to the generation, storage, release, threatened release, discharge, disposal or presence (whether prior to or during the term of the Loans) of Hazardous Substances on, under or about the Premises such Subsidiary's premises (whether by the Company such Subsidiary or any employees, agents, contractors or subcontractors of the Company such Subsidiary or any predecessor in title or any third persons occupying or present on the Premisessuch premises), or the breach of any of the representations and warranties regarding the Premisessuch premises, including, without limitation: (a) those damages or expenses arising under the Environmental Laws; (b) the costs of any repair, cleanup or detoxification of the Premisessuch premises, including the soil and ground water thereof, and the preparation and implementation of any closure, remedial or other required plans; (c) damage to any natural resources; and (d) all reasonable costs and expenses incurred by the Administrative Agent and the Banks, or any of them, in connection with clauses (a), (b) and (c) including, but not limited to, reasonable attorneys' fees. The Company No Subsidiary will not permit any of its employees, agents, contractors, subcontractors, or any other person occupying or present on the Premises such premises to generate, manufacture, store, dispose or release on, about or under the Premises such premises any Hazardous Substances in a manner which would result in the Premises such premises not complying with the Environmental Laws in any material respect. The indemnification provided for herein shall not apply to any losses, liabilities, damages, injuries, expenses or costs which: (i) arise from the gross negligence or willful misconduct of the Administrative Agent and the Banks, or any of them, or (ii) relate to Hazardous Substances placed or disposed of on the Premises such premises after the Administrative Agent and the Banks, or any of them, acquires title to the Premises such premises through foreclosure or otherwise.