Environmental Indemnifications. (i) The Borrowers hereby agree to indemnify and hold the Agent and the Banks jointly and severally harmless from and against any and all claims, losses, liability, damages and injuries of any kind whatsoever asserted against the Agent and the Banks with respect to or as a direct result of the presence, escape, seepage, spillage, release, leaking, discharge or migration from any Rig or other properties owned or operated by the Borrowers or any Subsidiary of any Hazardous Substance, including without limitation, any claims asserted or arising under any applicable environmental, health and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder of all Governmental Authorities, regardless of whether or not caused by or within the control of the Borrowers or any Subsidiary.
(ii) It is the parties' understanding that the Agent, and the Banks do not now, have never and do not intend in the future to exercise any operational control or maintenance over the Rigs or any other properties and operations owned or operated by the Borrowers or any Subsidiary, nor have they in the past, presently, or intend in the future to, maintain an ownership interest in the Rigs or any other properties owned or operated by the Borrowers or any Subsidiary except as may arise upon enforcement of the Agent's rights under the First Naval Mortgage.
(iii) Should, however, the Agent or the Banks hereafter exercise any ownership interest in or operational control over the Rigs or any other properties owned or operated by the Borrowers or any Subsidiary, e.g., including but not limited to, through foreclosure, then the above stated indemnity and hold harmless shall be limited with respect to any actions or failures to act by the Agent or the Banks subsequent to exercising such interest or operational control, to the extent such action or inaction by the Agent or the Banks is admitted by the Agent or the Banks is found by a court of competent jurisdiction to have caused or made worse any condition for which liability is asserted, including but not limited to, the presence, escape, seepage, spillage, leaking, discharge or migration on or from the Rigs or other properties owned or operated by the Borrowers or any Subsidiary of any Hazardous Substance.
Environmental Indemnifications. Except as provided in Section 4.2, Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to Environmental Matters and shall have no obligation in respect of Environmental Liabilities (other than Excluded Liabilities) to Buyer. In addition to its obligations to indemnify the Seller Indemnified Parties contained elsewhere in the Agreement, subject to Closing occurring:
(a) Buyer shall indemnify, defend, save and hold harmless the Seller Indemnified Parties from and against any and all Losses of any kind which may be brought against or suffered by the Seller Indemnified Parties or which any of them may sustain, pay or incur, in each case which are caused by, arise from, are incurred in connection with or relate in any way directly or indirectly to any past, present or future Environmental Matters or past, present or future Environmental Liabilities, including all Disclosed Environmental Liabilities, but excluding any Environmental Matters or Environmental Liabilities the existence of which reflects an inaccuracy or misrepresentation in any of the representations or warranties in Section 4.2 hereof and any Excluded Liabilities, (Environmental Matters and Environmental Liabilities in respect of which the Seller Indemnified Parties are indemnified pursuant to this Section 8.3 are referred to as the “Indemnified Environmental Matters” and the “Indemnified Environmental Liabilities”, respectively) and Buyer hereby assumes all Losses, obligations, covenants and liabilities in respect of any such Indemnified Environmental Matters and Indemnified Environmental Liabilities, regardless of whether such Indemnified Environmental Matters or Indemnified Environmental Liabilities are attributable to, occurred, arose or accrued at, prior to or subsequent to the Closing Date;
(b) Buyer shall have no rights to recovery, indemnification or contribution against the Seller Indemnified Parties for Indemnified Environmental Liabilities or Indemnified Environmental Matters referred to in Section 8.3(a) under this Agreement under Applicable Laws, in equity or otherwise, and all other rights and remedies which Buyer may have at or under Applicable Law (including any past, present or future HSE Law) or in equity, including any right of contribution or reimbursement, against the Seller Indemnified Parties with respect to any such Indemnified Environmental Liabilities or Indemnified Environmental Matters are expressly waived; and
(c) Buyer doe...
Environmental Indemnifications. Lessee agrees to hold harmless and indemnify Lessor, and any of Lessor’s agents, officers, servants and employees for claims of damage, degradation or other harm to the environment, natural resources, wildlife, habitat, other ecologically sensitive area, or persons, arising by virtue of a spill, release, discharge, venting or other disposal that occurs after the Commencement Date and as a result of Lessee’s operation of the Pipeline Assets. Likewise, Lessor agrees to hold harmless and indemnify Lessee, and any of Lessee’s agents, officers, servants and employees for claims of damage, degradation or other harm to environment, natural resources, wildlife, habitat, other ecologically sensitive areas, or persons, arising by virtue of a spill, release, discharge, venting or other disposal that occurs or originates prior to the Commencement Date and as a result of Lessor or its affiliate’s operation of the Pipeline Assets. The indemnifications granted hereunder shall include all claims and liabilities, including reasonable attorney and consultant fees and costs, associated with the relevant claim of damage, degradation, or other harm.
Environmental Indemnifications. (i) Tenant indemnifies and agrees to protect, defend, and hold harmless, Landlord and all trustees and beneficiaries of any deeds of trusts and mortgages now or hereafter encumbering the Premises, and their respective officers, directors, shareholders, partners, members, employees, agents, parent, subsidiary and affiliated entities, successors, and assigns (collectively "Land lord's Indemnified Group") from and against any and all claims, demands, losses, damages, costs, expenses, liabilities, assessments, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, causes of action, defects in title, remedial action requirements and/or enforcement actions of any kind (including, without limitation, attorneys' fees and costs) directly or indirectly arising out of or attributable to, in whole or in part (a) a material inaccuracy or omission with respect to any of the representations or a material breach of any of the warranties of Tenant contained in paragraph 3.03(b)(ii) above, (b) a material breach of any of the covenants of Tenant contained in paragraph 3.03(c) above, (c) the use, handling, generation, manufacture, production, storage, release, threatened release, discharge, treatment, removal, transport, decontamination, cleanup, disposal, migration, flow, and/or presence of a Hazardous Substance on, under, from, to, or about the Premises caused by Tenant or any Occupant or any of their respective employees, agents, invitees, contractors or subcontractors, or (d) any other activity carried on or undertaken on or off the Premises during the term of this Lease by Tenant or any Occupant or any employees, agents, invitees, contractors or subcontractors of Tenant or any Occupant, in connection with the use, handling, generation, manufacture, production, storage, release, threatened release, discharge, treatment, removal, transport, decontamination, cleanup, disposal and/or presence of any Hazardous Substance at any time during the term of this Lease located, transported, migrated, flowed or present on, under, from, to, or about the Premises. This indemnity is intended to be operable under 42 U.S.C. section 9607(e)(1), as amended, and any successor section thereof.
(ii) Landlord indemnifies and agrees to protect, defend, and hold harmless, Tenant, and its officers, directors, shareholders, partners, members, employees, agents, parent, subsidiary and affiliated entities, successors and assigns (collectively "Tenant Indemnified Grou...
Environmental Indemnifications. 2 8.5.1 The fact that a Party may be responsible to pay for Environmental 3 Remediation Costs pursuant to Section 8.4 does not mean that that Party is obligated to 4 indemnify the other Party from losses on account of the Environmental Hazards and the 5 Environmental Remediation that gave rise to those Environmental Remediation Costs. The 6 Parties are only giving the indemnities set forth below. Except for the indemnified persons 7 specifically mentioned below, no person shall be a third party beneficiary of the provisions of 8 this Section 8.5 nor shall the provisions of this Section 8.5 be deemed to create a standard of care 9 or conduct with respect to any such person not specifically mentioned as an indemnified person.
10 8.5.2 XXX shall defend, hold harmless and indemnify the City and PWH and 11 their successors and assigns under this Agreement or the Related Agreements, and their elected 12 and appointed directors, officers, employees and agents, from any and all Losses arising from the 13 Release by XXX or the XXX Related Parties, of Environmental Hazards onto, in, under, over or 14 from the Project Site after the Effective Date, and all costs associated with such indemnification 15 obligations shall be a XXX Cost.
16 8.5.3 To the extent allowed by Laws and subject to the limitations of Section 18 harmless and indemnify XXX and PWH and their successors and assigns under this Agreement 19 or the Related Agreements, and their respective directors, officers, employees and agents, from 20 any and all Losses arising from (a) the Release by the City or City’s officers, agents and 22 in, under, over or from the Project Site after the Effective Date and (b) Concealed 1 Environmental Hazards not negligently exacerbated by XXX or the XXX Related Parties, and 2 all costs associated with such indemnification obligations shall be a City Cost.
3 8.5.4 PWH shall defend, hold harmless and indemnify the City and XXX and 4 their successors and assigns under this Agreement or the Related Agreements, and their elected 5 and appointed directors, officers, employees and agents, from any and all Losses arising from 6 the Release by PWH or the PWH Related Parties, of Environmental Hazards onto, in, under, 7 over or from the Project Site after the Effective Date, and all costs associated with such 8 indemnification obligations shall be a PWH Cost.
Environmental Indemnifications. Indemnifications
(i) The Borrower and the Guarantors hereby agree, jointly and severally, to indemnify and hold the Agent, the Co-Agent and each Bank harmless from and against any and all claims, losses, liability, damages and injuries of any kind whatsoever asserted against the Agent, the Co-Agent and the Banks with respect to or as a direct result of the presence, escape, seepage, spillage, release, leaking, discharge or migration from any properties owned or operated by the Borrower or any Guarantor of any Hazardous Substance, including without limitation, any claims asserted or arising under any applicable environmental, health and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder of all Governmental Authorities, regardless of whether or not caused by or within the control of the Borrower or any Guarantor.
(ii) It is the parties' understanding that the Agent, the Co-Agent, the and the Banks do not now, have never and do not intend in the future to exercise any operational control or maintenance over the properties and operations owned or operated by the Borrower or any Guarantor, nor have they in the past, presently, or intend in the future to, maintain an ownership interest in the properties owned or operated by the Borrower or any Guarantor except as may arise upon enforcement of the rights under the Security Instruments.
Environmental Indemnifications. Mortgagor shall indemnify, defend, and hold Mortgagee and its employees, agents, officers, attorneys, and successors and assigns harmless from and against any and all claims, demands, suits, losses, damages, assessments, fines, penalties, costs, or other expenses (including reasonable attorneys' fees and litigation expenses) arising out of or related directly or indirectly to the Loan Documents or any transaction described therein, including any violation of any law related to hazardous materials and any and all matters arising out of any act, omission, event, or circumstance (including without limitation the presence on, generation at, disposal of at, or release from the Premises of any hazardous substance or waste), regardless of whether the act, omission, event, or circumstance constituted a violation of any law related to hazardous materials at the time ' of its existence or occurrence, including hazardous materials located on or about any real property owned by any Mortgagor or for which any Mortgagor may otherwise be responsible. Mortgagor's Obligations under this Section shall survive the repayment of the Loan and satisfaction of all Loan Documents.
Environmental Indemnifications. Lessee shall indemnify and hold Lessor ------------------------------ harmless against any claim or liability regarding the use and storage of any toxic materials or environmental contamination in, on, or under the Premises resulting from Lessee's occupancy and use of the Premises. Lessor likewise shall indemnify and hold Lessee harmless against any claim or liability regarding the use and storage of any toxic materials or environmental contamination in, on, or under the Premises prior to Lessee's possession of the Premises commencing at the term of this Lease as defined in Paragraph 1.3 of the Lease Form.
Environmental Indemnifications. Landlord hereby indemnifies, defends and holds the Tenant harmless from and against any and all losses, liabilities, liens, obligations, settlement payments, penalties, claims, judgments, suits, damages and expenses of any kind or nature whatsoever (including consultants’ and attorneys’ fees) (collectively, “Costs”), suffered or incurred by, demanded or imposed upon, or asserted against Tenant in connection with any of the following: (a) the failure of Landlord and/or its contractors, subcontractors, agents or employees to comply with the requirements of the Wisconsin Department of Natural Resources approved Remedial Action Plan for the Premises; (b) the failure of Landlord and/or its contractors, subcontractors, agents or employees to comply with any federal, state or local law, rule, regulation, statute or ordinance, or any order of any governmental, regulatory or administrative authority pertaining to health, industrial hygiene or the environmental condition on, under or about the Premises (collectively, “Environmental Laws”) as such failure affects the environmental condition of the Premises; (c) any release by the Landlord and/or its contractors, subcontractors, agents or employees of any petroleum product or hazardous material or Hazardous Substance on, upon, or into the Premises, which products or materials or substances were not present at, on, under or within the Premises on the Commencement Date; (d) any and all damage to natural resources or real property or harm or injury to persons resulting or alleged to have resulted from any failure by the Landlord and/or its contractors, subcontractors or agents to comply with any Environmental Law or any release of petroleum product or hazardous material or Hazardous Substance as described in clauses (a), (b) and (c) above; (e) the presence of any petroleum product or hazardous material or Hazardous Substance on, in, or within the soil, groundwater or surface water at, on, under or within the Premises, which products or materials or Substances were on, in, or within such soil, groundwater or surface water on the Commencement Date; and (f) any response, enforcement, or remedial action required by any governmental authority which is necessary to comply with any Environmental Law or any requirement of any regulatory or administrative authority with respect thereto arising out of, as a result of or related in any way to any petroleum product or hazardous material or Hazardous Substance on, under or within the...
Environmental Indemnifications. The Borrower hereby agrees to indemnify and hold the Agent, the Co-Agent and the Banks jointly and severally harmless from and against any and all claims, losses, liability, damages and injuries of any kind whatsoever asserted against the Agent, the Co-Agent and the Banks with respect to or as a direct result of the presence, escape, seepage, spillage, release, leaking, discharge or migration from the Rig or other properties owned or operated by the Borrower or any Subsidiary of any Hazardous Substance, including without limitation, any claims asserted or arising under any applicable environmental, health and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder of all Governmental Authorities, regardless of whether or not caused by or within the control of the Borrower or any Subsidiary.
