Common use of Environmental Disclaimer Clause in Contracts

Environmental Disclaimer. PURCHASER ACKNOWLEDGES THAT, ------------------------ HAVING BEEN GIVEN THE OPPORTUNITY TO CONDUCT ITS OWN ENVIRONMENTAL DUE DILIGENCE WITH RESPECT TO THE COMPANY'S REAL PROPERTY AND BUSINESS, PURCHASER IS RELYING SOLELY ON ITS OWN DUE DILIGENCE AND NOT ON ANY INFORMATION OR REPRESENTATIONS OR WARRANTIES OF SELLER IN CONNECTION WITH ANY PAST OR PRESENT "ENVIRONMENTAL CONDITION" (AS HEREINAFTER DEFINED). PURCHASER AGREES AND ACKNOWLEDGES THAT AS TO ENVIRONMENTAL CONDITIONS, PURCHASER IS ACQUIRING THE SHARES AND THE COMPANY "AS IS", "WHERE IS", "WITH ALL FAULTS" AND THAT SELLER MAKES NO REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW, IN ANY WAY RELATING TO ANY ENVIRONMENTAL CONDITION AFFECTING ANY OF THE COMPANY'S REAL PROPERTY, WHETHER OWNED OR LEASED, ANY OTHER REAL PROPERTY OR OTHERWISE RELATING TO THE COMPANY. IN THE EVENT THAT ANY INVESTIGATION, REMEDIATION OR OTHER CORRECTIVE ACTION IS AT ANY TIME REQUIRED TO BE PERFORMED AFTER THE CLOSING AS A RESULT OF THE PRESENCE OF ANY ENVIRONMENTAL CONDITION, PURCHASER ACKNOWLEDGES AND AGREES THAT ANY SUCH INVESTIGATION, REMEDIATION OR CORRECTIVE ACTION SHALL BE PERFORMED BY THE COMPANY AND/OR PURCHASER AT ITS AND/OR THEIR SOLE COST AND EXPENSE, AND THAT SELLER HAS NO DUTY OR OBLIGATION TO PERFORM OR CAUSE TO BE PERFORMED ANY SUCH INVESTIGATION, REMEDIATION OR CORRECTIVE ACTION OR TO INDEMNIFY PURCHASER FOR, OR CONTRIBUTE TO THE COMPANY'S OR PURCHASER'S COST OF, SUCH INVESTIGATION, REMEDIATION OR CORRECTIVE ACTION. PURCHASER, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, RELEASES AND RELINQUISHES ALL CLAIMS, RIGHTS OF INDEMNIFICATION OR CONTRIBUTION, CAUSES OF ACTION OR DEMANDS (INCLUDING, WITHOUT LIMITATION, FOR ATTORNEYS' AND ENVIRONMENTAL CONSULTANTS' FEES), WHICH PURCHASER, THE COMPANY OR THEIR RESPECTIVE SUCCESSORS, LEGAL REPRESENTATIVES OR ASSIGNS NOW HAS OR MAY HAVE OR ALLEGE AGAINST SELLER OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BY REASON OF ANY PAST OR PRESENT ENVIRONMENTAL CONDITION BE IT KNOWN OR UNKNOWN, LATENT OR PATENT, OR ANY INVESTIGATION, REMEDIATION OR CORRECTIVE ACTION WHICH MAY BE REQUIRED OR DESIRABLE WITH RESPECT THERETO. AS USED HEREIN, "ENVIRONMENTAL CONDITION" MEANS (I) ANY ENVIRONMENTAL POLLUTION OR CONTAMINATION OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL POLLUTION OR CONTAMINATION FROM ANY SPILL, DISCHARGE, LEAK, EMISSION, ESCAPE, INJECTION, DEPOSIT, EMANATION, DUMPING OR RELEASE OF ANY KIND, IN ANY AMOUNT WHATSOEVER, OR EXPOSURE OF ANY TYPE IN ANY WORKPLACE OR ELSEWHERE OR TO ANY MEDIUM, INCLUDING, WITHOUT LIMITATION, AMBIENT AIR, LAND SURFACE, SUBSURFACE STRATA, SURFACE WATERS (INCLUDING NAVIGABLE AND OCEAN WATERS), SUBSURFACE WATERS (INCLUDING GROUND WATER AND DRINKING WATER SUPPLIES), STREAM SEDIMENT, PLANT OR ANIMAL LIFE, OR ANY OTHER ENVIRONMENTAL OR NATURAL RESOURCE, OR FROM ANY SOURCE, USE, GENERATION, TRANSPORTATION, TREATMENT, DISCHARGE, STORAGE, HANDLING OR DISPOSAL OF WASTE MATERIALS, RAW MATERIALS, HAZARDOUS MATERIALS, HAZARDOUS CONSTITUENTS, TOXIC MATERIALS, PETROLEUM PRODUCTS OR PRODUCTS OR SUBSTANCES OF ANY KIND, OR (II) ANY VIOLATION OF OR NONCOMPLIANCE WITH ANY FEDERAL, STATE OR LOCAL LAW, RULE, REGULATION, ORDER, PERMIT, APPROVAL, AUTHORIZATION, LICENSE OR REGISTRATION RELATING TO THE ENVIRONMENT, NATURAL RESOURCES, PUBLIC OR EMPLOYEE HEALTH OR SAFETY AS A RESULT OF, RELATING TO, OR IN CONNECTION WITH, ANY OF THE FOREGOING, (III) ANY ACCUSATION, ALLEGATION, NOTICE OF VIOLATION, ACTION, CLAIM, LIEN, DEMAND, ABATEMENT, ORDER, JUDGMENT, DECREE, ASSESSMENT OR AWARD BY ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON AS A RESULT OF, RELATING TO, OR IN CONNECTION WITH ANY OF THE FOREGOING.

Environmental Disclaimer. PURCHASER ACKNOWLEDGES THAT, ------------------------ HAVING BEEN GIVEN THE OPPORTUNITY TO CONDUCT ITS OWN ENVIRONMENTAL DUE DILIGENCE WITH RESPECT EXCEPT AS AND TO THE COMPANY'S REAL PROPERTY EXTENT EXPRESSLY SET FORTH IN ARTICLE 3 OR Article 4 OR THE CERTIFICATES TO BE DELIVERED BY SELLERS AT THE CLOSING PURSUANT TO Section 8.2(c), AND BUSINESSWITHOUT LIMITATIONS OF THE RIGHTS AND OBLIGATIONS IN Article 12 AND Article 10, PURCHASER IS RELYING SOLELY ON ITS OWN DUE DILIGENCE AND SELLERS SHALL NOT ON HAVE ANY INFORMATION OR REPRESENTATIONS OR WARRANTIES OF SELLER LIABILITY IN CONNECTION WITH AND HAVE NOT AND WILL NOT MAKE (AND HEREBY DISCLAIM) ANY PAST REPRESENTATION OR PRESENT "ENVIRONMENTAL CONDITION" (AS HEREINAFTER DEFINED). PURCHASER AGREES AND ACKNOWLEDGES THAT AS WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL CONDITIONSLAWS, PURCHASER IS ACQUIRING THE SHARES AND THE COMPANY "AS IS"ENVIRONMENTAL DEFECTS, "WHERE IS", "WITH ALL FAULTS" AND THAT SELLER MAKES NO REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW, IN ANY WAY RELATING TO ANY ENVIRONMENTAL CONDITION AFFECTING ANY OF THE COMPANY'S REAL PROPERTY, WHETHER OWNED OR LEASED, ANY OTHER REAL PROPERTY OR OTHERWISE RELATING TO THE COMPANY. IN THE EVENT THAT ANY INVESTIGATION, REMEDIATION OR OTHER CORRECTIVE ACTION IS AT ANY TIME REQUIRED TO BE PERFORMED AFTER THE CLOSING AS A RESULT OF THE PRESENCE OF ANY ENVIRONMENTAL CONDITION, PURCHASER ACKNOWLEDGES AND AGREES THAT ANY SUCH INVESTIGATION, REMEDIATION OR CORRECTIVE ACTION SHALL BE PERFORMED BY THE COMPANY AND/OR PURCHASER AT ITS AND/OR THEIR SOLE COST AND EXPENSE, AND THAT SELLER HAS NO DUTY OR OBLIGATION TO PERFORM OR CAUSE TO BE PERFORMED ANY SUCH INVESTIGATION, REMEDIATION OR CORRECTIVE ACTION OR TO INDEMNIFY PURCHASER FOR, OR CONTRIBUTE TO THE COMPANY'S OR PURCHASER'S COST OF, SUCH INVESTIGATION, REMEDIATION OR CORRECTIVE ACTION. PURCHASER, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, RELEASES AND RELINQUISHES ALL CLAIMS, RIGHTS OF INDEMNIFICATION OR CONTRIBUTION, CAUSES OF ACTION OR DEMANDS (INCLUDING, WITHOUT LIMITATION, FOR ATTORNEYS' AND ENVIRONMENTAL CONSULTANTS' FEES), WHICH PURCHASERLIABILITIES, THE COMPANY OR THEIR RESPECTIVE SUCCESSORS, LEGAL REPRESENTATIVES OR ASSIGNS NOW HAS OR MAY HAVE OR ALLEGE AGAINST SELLER OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BY REASON OF ANY PAST OR PRESENT ENVIRONMENTAL CONDITION BE IT KNOWN OR UNKNOWN, LATENT OR PATENT, OR ANY INVESTIGATION, REMEDIATION OR CORRECTIVE ACTION WHICH MAY BE REQUIRED OR DESIRABLE WITH RESPECT THERETO. AS USED HEREIN, "ENVIRONMENTAL CONDITION" MEANS (I) ANY ENVIRONMENTAL POLLUTION OR CONTAMINATION OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL POLLUTION OR CONTAMINATION FROM ANY SPILL, DISCHARGE, LEAK, EMISSION, ESCAPE, INJECTION, DEPOSIT, EMANATION, DUMPING OR RELEASE OF ANY KINDHAZARDOUS SUBSTANCES, IN ANY AMOUNT WHATSOEVERHYDROCARBONS OR NORM INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR EXPOSURE OF ANY TYPE IN ANY WORKPLACE OR ELSEWHERE OR TO ANY MEDIUM, INCLUDING, WITHOUT LIMITATION, AMBIENT AIR, LAND SURFACE, SUBSURFACE STRATA, SURFACE WATERS (INCLUDING NAVIGABLE AND OCEAN WATERS), SUBSURFACE WATERS (INCLUDING GROUND WATER AND DRINKING WATER SUPPLIES), STREAM SEDIMENT, PLANT OR ANIMAL LIFETHE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ASSETS, AND NOTHING IN THIS AGREEMENT OR NATURAL RESOURCEOTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY, AND, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, AND WITHOUT LIMITATIONS OF THE RIGHTS AND OBLIGATIONS IN Article 12 AND Article 10, PURCHASER SHALL BE DEEMED TO BE TAKING THE SUBJECT INTERESTS, the interests of any other company group member AND the ASSETS “AS IS, WHERE IS” FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER SHALL HAVE INSPECTED, OR FROM ANY SOURCEWAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, USETHE ASSETS FOR ALL PURPOSES. PURCHASER IS RELYING SOLELY UPON THE TERMS OF THIS AGREEMENT, GENERATIONEACH OTHER TRANSACTION DOCUMENT, TRANSPORTATION, TREATMENT, DISCHARGE, STORAGE, HANDLING OR DISPOSAL OF WASTE MATERIALS, RAW MATERIALS, HAZARDOUS MATERIALS, HAZARDOUS CONSTITUENTS, TOXIC MATERIALS, PETROLEUM PRODUCTS OR PRODUCTS OR SUBSTANCES OF ANY KIND, OR (II) ANY VIOLATION OF OR NONCOMPLIANCE WITH ANY FEDERAL, STATE OR LOCAL LAW, RULE, REGULATION, ORDER, PERMIT, APPROVAL, AUTHORIZATION, LICENSE OR REGISTRATION RELATING TO THE ENVIRONMENT, NATURAL RESOURCES, PUBLIC OR EMPLOYEE HEALTH OR SAFETY AS A RESULT OF, RELATING TO, OR IN CONNECTION WITH, ANY AND ITS OWN INSPECTION OF THE FOREGOINGASSETS. AS OF CLOSING, (III) ANY ACCUSATION, ALLEGATION, NOTICE OF VIOLATION, ACTION, CLAIM, LIEN, DEMAND, ABATEMENT, ORDER, JUDGMENT, DECREE, ASSESSMENT OR AWARD BY ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON AS A RESULT OF, RELATING TO, OR IN CONNECTION WITH ANY PURCHASER SHALL HAVE MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE FOREGOING.ASSETS AND THE RECORDS OF THE COMPANY GROUP MEMBERS AS PURCHASER HAS DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION. 112

Environmental Disclaimer. PURCHASER ACKNOWLEDGES THAT, ------------------------ HAVING BEEN GIVEN THE OPPORTUNITY TO CONDUCT ITS OWN ENVIRONMENTAL DUE DILIGENCE WITH RESPECT EXCEPT AS AND TO THE COMPANY'S REAL PROPERTY EXTENT EXPRESSLY SET FORTH IN ARTICLE 3 OR Article 4 OR THE CERTIFICATES TO BE DELIVERED BY SELLERS AT THE CLOSING PURSUANT TO Section 8.2(c), AND BUSINESSWITHOUT LIMITATIONS OF THE RIGHTS AND OBLIGATIONS IN Article 12 AND Article 10, PURCHASER IS RELYING SOLELY ON ITS OWN DUE DILIGENCE AND SELLERS SHALL NOT ON HAVE ANY INFORMATION OR REPRESENTATIONS OR WARRANTIES OF SELLER LIABILITY IN CONNECTION WITH AND HAVE NOT AND WILL NOT MAKE (AND HEREBY DISCLAIM) ANY PAST REPRESENTATION OR PRESENT "ENVIRONMENTAL CONDITION" (AS HEREINAFTER DEFINED). PURCHASER AGREES AND ACKNOWLEDGES THAT AS WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL CONDITIONSLAWS, PURCHASER IS ACQUIRING THE SHARES AND THE COMPANY "AS IS"ENVIRONMENTAL DEFECTS, "WHERE IS", "WITH ALL FAULTS" AND THAT SELLER MAKES NO REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW, IN ANY WAY RELATING TO ANY ENVIRONMENTAL CONDITION AFFECTING ANY OF THE COMPANY'S REAL PROPERTY, WHETHER OWNED OR LEASED, ANY OTHER REAL PROPERTY OR OTHERWISE RELATING TO THE COMPANY. IN THE EVENT THAT ANY INVESTIGATION, REMEDIATION OR OTHER CORRECTIVE ACTION IS AT ANY TIME REQUIRED TO BE PERFORMED AFTER THE CLOSING AS A RESULT OF THE PRESENCE OF ANY ENVIRONMENTAL CONDITION, PURCHASER ACKNOWLEDGES AND AGREES THAT ANY SUCH INVESTIGATION, REMEDIATION OR CORRECTIVE ACTION SHALL BE PERFORMED BY THE COMPANY AND/OR PURCHASER AT ITS AND/OR THEIR SOLE COST AND EXPENSE, AND THAT SELLER HAS NO DUTY OR OBLIGATION TO PERFORM OR CAUSE TO BE PERFORMED ANY SUCH INVESTIGATION, REMEDIATION OR CORRECTIVE ACTION OR TO INDEMNIFY PURCHASER FOR, OR CONTRIBUTE TO THE COMPANY'S OR PURCHASER'S COST OF, SUCH INVESTIGATION, REMEDIATION OR CORRECTIVE ACTION. PURCHASER, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, RELEASES AND RELINQUISHES ALL CLAIMS, RIGHTS OF INDEMNIFICATION OR CONTRIBUTION, CAUSES OF ACTION OR DEMANDS (INCLUDING, WITHOUT LIMITATION, FOR ATTORNEYS' AND ENVIRONMENTAL CONSULTANTS' FEES), WHICH PURCHASERLIABILITIES, THE COMPANY OR THEIR RESPECTIVE SUCCESSORS, LEGAL REPRESENTATIVES OR ASSIGNS NOW HAS OR MAY HAVE OR ALLEGE AGAINST SELLER OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BY REASON OF ANY PAST OR PRESENT ENVIRONMENTAL CONDITION BE IT KNOWN OR UNKNOWN, LATENT OR PATENT, OR ANY INVESTIGATION, REMEDIATION OR CORRECTIVE ACTION WHICH MAY BE REQUIRED OR DESIRABLE WITH RESPECT THERETO. AS USED HEREIN, "ENVIRONMENTAL CONDITION" MEANS (I) ANY ENVIRONMENTAL POLLUTION OR CONTAMINATION OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL POLLUTION OR CONTAMINATION FROM ANY SPILL, DISCHARGE, LEAK, EMISSION, ESCAPE, INJECTION, DEPOSIT, EMANATION, DUMPING OR RELEASE OF ANY KINDHAZARDOUS SUBSTANCES, IN ANY AMOUNT WHATSOEVERHYDROCARBONS OR NORM INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR EXPOSURE OF ANY TYPE IN ANY WORKPLACE OR ELSEWHERE OR TO ANY MEDIUM, INCLUDING, WITHOUT LIMITATION, AMBIENT AIR, LAND SURFACE, SUBSURFACE STRATA, SURFACE WATERS (INCLUDING NAVIGABLE AND OCEAN WATERS), SUBSURFACE WATERS (INCLUDING GROUND WATER AND DRINKING WATER SUPPLIES), STREAM SEDIMENT, PLANT OR ANIMAL LIFETHE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ASSETS, AND NOTHING IN THIS AGREEMENT OR NATURAL RESOURCEOTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY, AND, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, AND WITHOUT LIMITATIONS OF THE RIGHTS AND OBLIGATIONS IN Article 12 AND Article 10, PURCHASER SHALL BE DEEMED TO BE TAKING THE SUBJECT INTERESTS AND ASSETS “AS IS, WHERE IS” FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER SHALL HAVE INSPECTED, OR FROM ANY SOURCEWAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, USETHE ASSETS FOR ALL PURPOSES. PURCHASER IS RELYING SOLELY UPON THE TERMS OF THIS AGREEMENT, GENERATIONEACH TRANSACTION DOCUMENT, TRANSPORTATION, TREATMENT, DISCHARGE, STORAGE, HANDLING OR DISPOSAL OF WASTE MATERIALS, RAW MATERIALS, HAZARDOUS MATERIALS, HAZARDOUS CONSTITUENTS, TOXIC MATERIALS, PETROLEUM PRODUCTS OR PRODUCTS OR SUBSTANCES OF ANY KIND, OR (II) ANY VIOLATION OF OR NONCOMPLIANCE WITH ANY FEDERAL, STATE OR LOCAL LAW, RULE, REGULATION, ORDER, PERMIT, APPROVAL, AUTHORIZATION, LICENSE OR REGISTRATION RELATING TO THE ENVIRONMENT, NATURAL RESOURCES, PUBLIC OR EMPLOYEE HEALTH OR SAFETY AS A RESULT OF, RELATING TO, OR IN CONNECTION WITH, ANY AND ITS OWN INSPECTION OF THE FOREGOINGASSETS. AS OF CLOSING, (III) ANY ACCUSATION, ALLEGATION, NOTICE OF VIOLATION, ACTION, CLAIM, LIEN, DEMAND, ABATEMENT, ORDER, JUDGMENT, DECREE, ASSESSMENT OR AWARD BY ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON AS A RESULT OF, RELATING TO, OR IN CONNECTION WITH ANY PURCHASER SHALL HAVE MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE FOREGOINGASSETS AND THE RECORDS OF THE COMPANY GROUP MEMBERS AS PURCHASER HAS DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION.