Environmental Indemnification by Seller. (a) Subject to the terms and conditions of this Article VIII, with respect to any valid claim properly asserted in writing by Buyer prior to the first anniversary of the Closing Date, Seller shall indemnify Buyer in respect of, and hold Buyer harmless against:
Environmental Indemnification by Seller. Subject to the terms and conditions of this Agreement, Seller agrees to indemnify and hold (subject to Section 6.7(b) hereof) Buyer and Company and/or CEVCO and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all Environmental Indemnifiable Losses (as defined at Section 7.3 below) suffered or incurred by Buyer or Company and/or CEVCO resulting from (a) any breach of representation or warranty of Seller contained in Section 2.1.17 hereof, or (b) any Remedial Action (as defined at Section 7.3 below) for which responsibility is to be borne by Seller in accordance with Section 7.5 hereof.
Environmental Indemnification by Seller. (a) Subject to the remaining provisions of this Section 13.9, Seller agrees to indemnify each of the Company Indemnified Parties and Metaldyne Indemnified Parties against, and agrees to hold each of them harmless from, any and all Environmental Liabilities relating to, arising out of, in connection with or in respect of any Known Environmental Conditions. Seller's indemnification obligations under this Section 13.9(a) shall not be subject to any limits as to amount or time.
Environmental Indemnification by Seller. Notwithstanding anything to the contrary in this Agreement but in no event limiting Seller's obligation to assume and indemnify Valero, Buyer and the Company with respect to Excluded Liabilities, this Section 11(c) sets forth Seller's sole and exclusive obligations with respect to any matters arising under any Environmental Laws or otherwise relating to Hazardous Materials. Subject to the following conditions, limitations and qualifications, after the Closing Seller shall indemnify Buyer, its affiliates (including Valero, the Company and their respective affiliates) and each of their respective officers, directors, employees, stockholders, agents and representatives against, and hold them harmless from, any loss, liability, claim, damage or expense, including reasonable attorneys' and consultants' fees and interest expenses (collectively, "Environmental Losses"), incurred by any such indemnified party to the extent any such Environmental Loss is pursuant to an Environmental Law as such Environmental Law is in effect at the Closing and arises out of:
Environmental Indemnification by Seller. In addition to the indemnifcation described above, Seller agrees to indemnify, defend, reimburse and hold harmless Purchaser and from and against: 1) any and all Environmental Damages arising from the presence of Hazardous Materials upon, about or beneath the Property or migrating to or from the Property, or arising in any manner whatsoever out of the violation of any Environmental Requirements pertaining to the Property and the activities thereon, either of which conditions exist at Closing; 2) any and all liability to federal, state and local authorities and to third parties with regard to solid or hazardous waste generated on the Property prior to Closing but transported to an Off-Site Location (as defined below); and 3) the breach of any environmental warranty or covenant or the inaccuracy of any environmental representation of Seller or the Company contained in this Agreement.
Environmental Indemnification by Seller. Seller agrees to indemnify, defend by counsel acceptable to Buyer, and hold harmless Buyer, its subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Buyer") from and against and in respect of any and all claims, damages (including, without limitation, diminution in value), losses, liabilities and expenses, orders, lawsuits, deficiencies, interest, penalties, attorneys' fees and all amounts paid in defense or settlement of the foregoing whether or not arising out of third-party claims, which may be imposed upon or incurred by Buyer or asserted against Buyer by any other party or parties (including governmental entities), arising out of the matters addressed in the Seller's environmental representations and warranties. Such indemnification shall include without limitation any claims, expenses, losses, or liabilities resulting from the alleged exposure of any person to Hazardous Materials, regardless of whether such exposure resulted from activities of Seller or of the predecessors in interest of Seller.
Environmental Indemnification by Seller. (a) Subject to the applicable limitations provided in Section 10.1 and this Section 10.3 and the obligations of Buyer set forth in this Section 10.3, for a period of twenty-four (24) months from and after the Closing Date, Seller shall indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Covered Liabilities arising out of (i) the breach of any of the representations and warranties contained in Section 3.12, (ii) the matters set forth on SCHEDULE 3.12(B), to the extent that those matters require remediation under or pursuant to any Hazardous Substances Laws, as the same shall exist as of the Closing Date, (iii) the treatment, storage or disposal, prior to the Closing Date, of Hazardous Materials or any other petroleum products used or generated in or related to the operation of the Business, and (iv) the presence of Hazardous Materials in the fixtures, structures, soil, groundwater or air to the extent that the presence of such Hazardous Materials occurred prior to the Closing Date.
Environmental Indemnification by Seller. (a) Subject to the terms and conditions of this Article VIII, and in addition to its indemnification obligations under Article VI, Seller shall indemnify Buyer and its Affiliates in respect of, and hold Buyer and its Affiliates harmless against, any and all Damages incurred or suffered by Buyer or any Affiliate thereof (in connection with, arising or resulting from or relating from or relating to:
Environmental Indemnification by Seller. With respect to Seller's indemnification obligations under Section 11.2 (a) arising with respect to 5.13(j) , such indemnification shall be governed by the following:
Environmental Indemnification by Seller. In addition to all rights and remedies available to Buyer at law or in equity, Seller shall indemnify the Buyer Parties and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any Losses which any such party may suffer, sustain or become subject to as a result of: (i) any matter set forth on the attached Environmental and Safety Schedule; and (ii) any violations of, or liabilities or corrective or remedial obligations arising under, any Environmental and Safety Requirements and relating to the conduct of the Business or the ownership or operation of Seller's properties or facilities in connection therewith, including the Corporate Stores, except to the extent such Losses are caused by such conduct, ownership or operation after the Closing Date, (including any liability for personal injury, property damage, onsite or offsite cleanup costs or damage to natural resources, and any obligation to investigate, remediate, or otherwise address contamination of land, surface water, or ground water).
