Common use of Environmental Indemnifications Clause in Contracts

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 does hereby release, acquit and forever discharge the Seller Indemnified Parties from any and all Losses, including all claims for contribution and indemnity under Applicable Laws or in equity, which may be asserted now or in the future (or both) and that in any way relate to or arise out of Indemnified Environmental Liabilities or Indemnified Environmental Matters referred to in Section 8.3(a), 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; and Buyer covenants not to make any claim or other demand, or institute any action or other proceeding against the Seller Indemnified Parties for indemnity and contribution for any such Indemnified Environmental Liabilities or Indemnified Environmental Matters or against a Person other than a Seller Indemnified Party where a claim for contribution or indemnity may be brought against a Seller Indemnified Party.

Environmental Indemnifications. Except as provided in Section 4.2, Buyer and 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 provide the Seller Indemnified Parties contained elsewhere in the Agreement, subject to Closing occurringenvironmental indemnifications specified below: (ai) Buyer Seller shall indemnify, defend, save and hold harmless the Seller Buyer 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 (A) a breach of which reflects an inaccuracy or misrepresentation in any of the Seller's representations or and warranties in Section 4.2 hereof and any 7 or (B) the 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 described in Section 8.3(a4(b)(x)(provided, however, that the provisions of Sections 15(i) under through 15(l) will not apply to indemnity claims by Buyer relating to Section 4(b)(x) of 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 waivedAgreement); and (cii) Except as otherwise provided herein, Buyer does hereby releaseshall assume responsibility for, acquit and forever discharge shall indemnify, defend, save and hold harmless, the Seller Indemnified Parties from and against (A) any and all LossesLosses of any kind which are caused by, including all claims for contribution and indemnity under Applicable Laws arise from, are incurred in connection with or in equity, which may be asserted now or in the future (or both) and that relate in any way relate to, the ownership of the Purchased Assets or the operation of the Business, under, relating to or otherwise required or incurred to achieve or maintain compliance with Health, Safety and Environmental Laws, as the same are in effect from time to time, irrespective of whether the events giving rise to such liabilities occurred prior to, on or after the Closing Date, including any and all Losses of any kind which are caused by, arise out of Indemnified from, are incurred in connection with or relate in any way to Asbestos-Related Liabilities, the Disclosed Environmental Liabilities or Indemnified the Project Sunshine Consent Decree and (B) any and all Losses that are caused by or result or arise from changes in, modifications to or amendments of Health, Safety and Environmental Matters referred to Laws that were in Section 8.3(a), regardless of whether such Indemnified Environmental Matters or Indemnified Environmental Liabilities are attributable to, occurred, arose or accrued at, effect prior to the Closing Date or subsequent to promulgated, made or enacted on or after the Closing Date; and Buyer covenants provided, however, that Seller shall not to make have any claim or other demand, or institute any action or other proceeding against the Seller Indemnified Parties for indemnity and contribution liability under clause (i) above for any breach of a representation or warranty contained in this Agreement or the other agreements contemplated hereby if Buyer had knowledge of such Indemnified Environmental Liabilities breach at the time of Closing and failed to notify Seller of such breach in accordance with Section 10(b)(ii), and no Losses caused by, arising from, incurred in connection with or Indemnified Environmental Matters or against a Person other than a Seller Indemnified Party where a claim related in any way thereto shall be aggregated for contribution or indemnity may be brought against a Seller Indemnified Partypurposes of Section 15(j).

Environmental Indemnifications. Except as provided in Section 4.2, Buyer and 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 provide the Seller Indemnified Parties contained elsewhere in the Agreement, subject to Closing occurringenvironmental indemnifications specified below: (ai) Buyer Seller shall indemnify, defend, save and hold harmless the Seller Buyer 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 (A) a breach of which reflects an inaccuracy or misrepresentation in any of the Seller's representations or and warranties in Section 4.2 hereof and any 7 or (B) the 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 described in Section 8.3(a4(b)(x) under this Agreement under Applicable Laws(provided, in equity or otherwisehowever, and all other rights and remedies which that the provisions of Sections 15(i) through 15(l) will not apply to indemnity claims by Buyer may have at or under Applicable Law (including any past, present or future HSE Lawrelating to Section 4(b)(x) or in equity, including any right (xii) of contribution or reimbursement, against the Seller Indemnified Parties with respect to any such Indemnified Environmental Liabilities or Indemnified Environmental Matters are expressly waivedthis Agreement); and (cii) Buyer does hereby releaseshall assume responsibility for, acquit and forever discharge shall indemnify, defend, save and hold harmless, the Seller Indemnified Parties from and against (A) any and all LossesLosses of any kind which are caused by, including all claims for contribution and indemnity under Applicable Laws arise from, are incurred in connection with or in equity, which may be asserted now or in the future (or both) and that relate in any way relate to, the ownership of the Purchased Assets or the operation of the Business, under, relating to or otherwise required or incurred to achieve or maintain compliance with Health, Safety and Environmental Laws, as the same are in effect from time to time, irrespective of whether the events giving rise to such liabilities occurred prior to, on or after the Closing Date, including any and all Losses of any kind which are caused by, arise out of Indemnified from, are incurred in connection with or relate in any way to Asbestos-Related Liabilities, the Disclosed Environmental Liabilities or Indemnified the Project Sunshine Consent Decree and (B) any and all Losses that are caused by or result or arise from changes in, modifications to or amendments of Health, Safety and Environmental Matters referred to Laws that were in Section 8.3(a), regardless of whether such Indemnified Environmental Matters or Indemnified Environmental Liabilities are attributable to, occurred, arose or accrued at, effect prior to the Closing Date or subsequent to promulgated, made or enacted on or after the Closing Date; and Buyer covenants -44- 56 provided, however, that Seller shall not to make have any claim or other demand, or institute any action or other proceeding against the Seller Indemnified Parties for indemnity and contribution liability under clause (i) above for any breach of a representation or warranty contained in this Agreement or the other agreements contemplated hereby if Buyer had knowledge of such Indemnified Environmental Liabilities breach at the time of Closing and failed to notify Seller of such breach in accordance with Section 10(b)(ii), and no Losses caused by, arising from, incurred in connection with or Indemnified Environmental Matters or against a Person other than a Seller Indemnified Party where a claim related in any way thereto shall be aggregated for contribution or indemnity may be brought against a Seller Indemnified Partypurposes of Section 15(j).

Environmental Indemnifications. Except as provided in Section 4.2, Buyer and 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 provide the Seller Indemnified Parties contained elsewhere in the Agreement, subject to Closing occurringenvironmental indemnifications specified below: (ai) Buyer Seller shall indemnify, defend, save and hold harmless the Seller Buyer 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 (A) a breach 33 of which reflects an inaccuracy or misrepresentation in any of the Seller's representations or and warranties in Section 4.2 hereof 7, and any (B) the 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 described in Section 8.3(a4(b)(x) under this Agreement under Applicable Laws(provided, in equity or otherwisehowever, and all other rights and remedies which that the provisions of Section 15(j) through 15(m) will not apply to indemnity claims by Buyer may have at or under Applicable Law (including any past, present or future HSE Lawrelating to Section 4(b)(x) or in equity, including any right 4(b)(xii) of contribution or reimbursement, against the Seller Indemnified Parties with respect to any such Indemnified Environmental Liabilities or Indemnified Environmental Matters are expressly waivedthis Agreement); and (cii) Buyer does hereby releaseshall assume responsibility for, acquit and forever discharge shall indemnify, defend, save and hold harmless the Seller Indemnified Parties from and against (A) any and all LossesLosses of any kind which are caused by, including all claims for contribution and indemnity under Applicable Laws arise from, are incurred in connection with or in equity, which may be asserted now or in the future (or both) and that relate in any way relate to, the ownership of the Purchased Assets or the operation of the Pipeline Interest, under, relating to or otherwise required or incurred to achieve or maintain compliance with Health, Safety and Environmental Laws, as the same are in effect from time to time, irrespective of whether the events giving rise to such liabilities occurred prior to, on or after the Closing Date, including any and all Losses of any kind which are caused by, arise out of Indemnified from, are incurred in connection with or relate in any way to Asbestos-Related Liabilities or the Disclosed Environmental Liabilities and (B) any and all Losses that are caused by or Indemnified result or arise from changes in, modifications to or amendments of Health, Safety and Environmental Matters referred to Laws that were in Section 8.3(a), regardless of whether such Indemnified Environmental Matters or Indemnified Environmental Liabilities are attributable to, occurred, arose or accrued at, effect prior to the Closing Date or subsequent to promulgated, made or enacted on or after the Closing Date; and Buyer covenants provided, however, that Seller shall not to make have any claim or other demand, or institute any action or other proceeding against the Seller Indemnified Parties for indemnity and contribution liability under clause (i) above for any breach of a representation or warranty contained in this Agreement or the other agreements contemplated hereby if Buyer had knowledge of such Indemnified Environmental Liabilities breach at the time of Closing and failed to notify Seller of such breach in accordance with Section 10(b)(ii), and no Losses caused by, arising from, incurred in connection with or Indemnified Environmental Matters or against a Person other than a Seller Indemnified Party where a claim related in any way thereto shall be aggregated for contribution or indemnity may be brought against a Seller Indemnified Partypurposes of Section 15(j).

Environmental Indemnifications. Except as provided in Section 4.2, Buyer and 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 provide the Seller Indemnified Parties contained elsewhere in the Agreement, subject to Closing occurringenvironmental indemnifications specified below: (ai) Buyer Seller shall indemnify, defend, save and hold harmless the Seller Buyer 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 the 39 49 (A) Retained Environmental Liabilities, including all Disclosed Environmental Liabilities, but excluding any Environmental Matters or Environmental Liabilities the existence (B) a breach of which reflects an inaccuracy or misrepresentation in any of the Seller's representations or and warranties in Section 4.2 hereof 7, and any (C) the Excluded LiabilitiesAssets described in Section 2(h) or the Excluded Liabilities described in Section 4(b)(xii) (provided, however, that the provisions of Sections 15(i) through 15(l) will not apply to indemnity claims by Buyer relating to Section 4(b)(vii), (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 Lawxii) or in equity, including any right (xiv) of contribution or reimbursement, against the Seller Indemnified Parties with respect to any such Indemnified Environmental Liabilities or Indemnified Environmental Matters are expressly waivedthis Agreement); and (cii) other than with respect to the Retained Environmental Liabilities, Buyer does hereby releaseshall assume responsibility for, acquit and forever discharge shall indemnify, defend, save and hold harmless, the Seller Indemnified Parties from and against (A) any and all LossesLosses of any kind which are caused by, including all claims for contribution and indemnity under Applicable Laws arise from, are incurred in connection with or in equity, which may be asserted now or in the future (or both) and that relate in any way relate to, the ownership of the Purchased Assets or the operation of the Business, under, relating to or otherwise required or incurred to achieve or maintain compliance with Health, Safety and Environmental Laws, as the same are in effect from time to time, irrespective of whether the events giving rise to such liabilities occurred prior to, on or after the Closing Date, including any and all Losses of any kind which are caused by, arise out of Indemnified from, are incurred in connection with or relate in any way to Asbestos-Related Liabilities, the Disclosed Environmental Liabilities or Indemnified the Project Sunshine Consent Decree and (B) any and all Losses that are caused by or result or arise from changes in, modifications to or amendments of Health, Safety and Environmental Matters referred to Laws that were in Section 8.3(a), regardless of whether such Indemnified Environmental Matters or Indemnified Environmental Liabilities are attributable to, occurred, arose or accrued at, effect prior to the Closing Date or subsequent to promulgated, made or enacted on or after the Closing Date; and Buyer covenants provided, however, that Seller shall not to make have any claim or other demand, or institute any action or other proceeding against the Seller Indemnified Parties for indemnity and contribution liability under clause (i) above for any breach of a representation or warranty contained in this Agreement or the other agreements contemplated hereby if Buyer had knowledge of such Indemnified Environmental Liabilities breach at the time of Closing and failed to notify Seller of such breach in accordance with Section 10(b)(ii), and no Losses caused by, arising from, incurred in connection with or Indemnified Environmental Matters or against a Person other than a Seller Indemnified Party where a claim related in any way thereto shall be aggregated for contribution or indemnity may be brought against a Seller Indemnified Partypurposes of Section 15(j).