Environmental Indemnities. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT OR IN THE CONVEYANCES, THIS SALE IS MADE ON AN “AS IS, WHERE IS” BASIS AND BUYER RELEASES SELLER FROM ANY LIABILITY WITH RESPECT TO THE ENVIRONMENTAL CONDITION OF THE ASSETS, WHETHER OR NOT CAUSED BY OR ATTRIBUTABLE TO SELLER’S NEGLIGENCE. FROM AND AFTER CLOSING, SUBJECT TO THE OTHER TERMS AND PROVISIONS SET FORTH IN THIS AGREEMENT, BUYER SHALL BE LIABLE TO SELLER FOR AND SHALL, IN ADDITION, INDEMNIFY, DEFEND, RELEASE AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, IN FAVOR OF ANY THIRD PARTY OR ENTITY FOR INJURY, ILLNESS OR DEATH OF ANY PERSON(S) OR FOR DAMAGE, LOSS, POLLUTION OR CONTAMINATION OF ANY REAL OR PERSONAL PROPERTY, GROUNDWATER OR THE ENVIRONMENT ATTRIBUTABLE TO THE ENVIRONMENTAL CONDITION OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING UNDER ENVIRONMENTAL LAWS OR, FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OWNERSHIP, OPERATION, CONDITION (WHETHER LATENT OR PATENT), MAINTENANCE OR ABANDONMENT OF ANY OF THE ASSETS AND WHETHER ARISING FROM OR CONTRIBUTED TO BY THE ACTIVE, PASSIVE, JOINT, SOLE OR CONCURRENT NEGLIGENCE, OR STRICT LIABILITY OF SELLER, OR SELLER’S CONTRACTORS OR SUBCONTRACTORS OR THE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES OF SELLER’S CONTRACTORS OR SUBCONTRACTORS, INCLUDING ANY STRICT LIABILITY UNDER ENVIRONMENTAL LAWS, REGARDLESS OF WHETHER ANY SUCH CLAIMS RESULT FROM ANY CONDITIONS, EVENTS, ACTIONS OR INACTIONS ARISING, OCCURRING OR ACCRUING PRIOR TO, ON OR AFTER THE EFFECTIVE TIME. Buyer and Seller shall treat all information regarding any environmental conditions as confidential and shall not make any contact with any Governmental Authority or third party regarding same without written consent from the other Party unless so required by applicable law.
Environmental Indemnities. Each of the Borrowers hereby agrees to indemnify, defend and hold harmless the Administrative Agent and the Lenders and their respective officers, directors, employees, agents, consultants, attorneys, contractors and their respective affiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Governmental Authority, arising out of or related to: (a) the breach of any representation or warranty of the Borrowers contained in Section 5.16; (b) the failure of the Borrowers to perform any of their respective covenants contained in Section 6.7; (c) the ownership, construction, occupancy, operation, use of the Credit Parties’ Properties prior to the date on which the Indebtedness and obligations secured hereby have been paid and performed in full; provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Administrative Agent’s or the Lenders’ activities during any period of time the Administrative Agent or the Lenders acquire ownership of the Credit Parties’ Properties.
Environmental Indemnities. Neither the Company nor the Company Subsidiary is a party, whether as a direct signatory or as successor, assign or third-party beneficiary, or otherwise bound, to any Lease or other Contract (excluding insurance policies disclosed on the Disclosure Schedules) under which the Company or the Company Subsidiary is obligated by or entitled to the benefits of, directly or indirectly, any representation, warranty, indemnification, covenant, restriction or other undertaking concerning Environmental Conditions. Neither the Company nor the Company Subsidiary has released any other person from any claim under any Environmental Law or waived any rights concerning any Environmental Condition.
Environmental Indemnities. 23.2.1 The Seller shall indemnify, defend and hold harmless the Buyer, its Affiliates, officers, employees, agents and Financing Parties against any and all suits, actions, response actions, orders, losses, damages, civil or criminal penalties, fees, costs, expenses, claims or liabilities (including, without limitation, attorneys’ fees and expenses) arising out of, or in connection with, the Release (or alleged Release) of any Hazardous Substances introduced to the Site by the Seller, or violations (or alleged violations) of any laws pertaining to human health and the environment, by the Seller, its Affiliates, officers, employees or agents or by the Seller’s Subcontractors or Suppliers in connection with the performance of the Work, including, without limitation, with respect to (a) any costs, damages or liabilities associated with personal injury or death, or (b) damage to property, including the costs of investigation, cleanup, removal, remedial, corrective or response action. Notwithstanding the foregoing provisions of this Section 23.2.1, the Seller shall not be responsible for any loss or portion thereof (a) to the extent attributable to the negligence or willful misconduct of the Buyer, or (b) to the extent attributable to the breach by the Buyer of any provision of this Contract.
23.2.2 The Buyer shall indemnify, defend and hold harmless the Seller, its Affiliates, and its and their officers, employees, agents against any and all suits, actions, response actions, orders, losses, damages, civil or criminal penalties, fees, costs, expenses, claims or liabilities (including, without limitation, attorneys’ fees and expenses) arising out of, or in connection with, the Release (or alleged Release) of any Hazardous Substances at the Site (other than any Hazardous Substances introduced to the Site by the Seller), or violations (or alleged violations) of any laws pertaining to human health and the environment in respect of the Site, by the Buyer, or its Affiliates, officers, employees or agents, including, without limitation, with respect to (a) any costs, damages or liabilities associated with personal injury or death, or (b) damage to property, including the costs of investigation, cleanup, removal, remedial, corrective or response action. Notwithstanding the foregoing provisions of this Section 23.2.2, the Buyer shall not be responsible for any loss or portion thereof (i) to the extent attributable to the negligence or willful misconduct of the Seller, o...
Environmental Indemnities. With respect to any Environmental Indemnification Claim:
(a) Purchaser shall, with respect to each potential or actual Environmental Indemnification Claim, give written notice to the Sellers’ Committee (setting forth in reasonable detail the basis for such an Environmental Indemnification Claim) promptly following Purchaser’s knowledge of the occurrence of any event or the existence of any condition or alleged state of facts in respect thereof;
(b) Purchaser shall promptly deliver to the Sellers’ Committee copies of all material final reports, studies, investigations, surveys, test data, assessments, cost estimates and all other material information and documentation available to it relating to or supporting such potential or actual Environmental Indemnification Claim;
(c) Purchaser shall permit representatives of the Sellers’ Committee (including advisors and consultants) to visit, from time to time, and inspect, from time to time, any of the properties and operations, if any, to which a potential or actual Environmental Indemnification Claim relates, and to enter on such properties for the purpose of conducting such tests, inspections, or other investigations, all as the Sellers’ Committee may reasonably desire with respect to such potential or actual Environmental Indemnification Claim, all during normal business hours and at Sellers’ expense;
(d) Purchaser shall provide advance written notice to the Sellers’ Committee prior to undertaking, arranging to undertake or permitting any environmental test, inspection or investigation of any Owned Real Estate or Leased Real Estate or retaining any consultant relating to a potential or actual Environmental Indemnification Claim;
(e) Purchaser shall not give notice to any governmental authority of any event or of the existence of any condition or alleged state of facts that may give rise to a potential or actual Environmental Indemnification Claim without the prior notification to the Sellers’ Committee; if Purchaser (or any representative or advisor thereof) shall have any discussion or other communication with, to, or from any governmental authority relating to such potential or actual Environmental Indemnification Claim, Purchaser shall provide reasonable prior written notice to the Sellers’ Committee;
(f) Purchaser shall cause to be furnished to the Sellers’ Committee drafts of any and all proposed remediation or corrective action plans with respect to any potential or actual Environmental Indemnification Cl...
Environmental Indemnities. Landlord shall indemnify and hold harmless Tenant and any Tenant Indemnitees against any and all Environmental Damages. Tenant shall indemnify Landlord against any loss, cost, damage, claim or expense to Landlord arising out of or related to the presence, use, handling, discharge, release or disposal of Hazardous Substances on, in, under, to or from the Premises introduced by Tenant onto the Premises, provided that Landlord shall have the burden of proving that any such loss, cost, damage, claim or expense arose on account of Hazardous Substances introduced by Tenant onto the Premises.
Environmental Indemnities. Tenant shall indemnify and save Landlord harmless from any and all claims of third parties, and damages, costs and losses owing to third parties or suffered by Landlord, including court costs, reasonable attorneys’ fees and consultants’ fees, arising during or after the term and reasonably incurred or suffered by the as a result of any default or breach of any representation, warranty or covenant made by Tenant under this Article. It is a condition of this indemnification and save harmless that Tenant shall receive notice of any such claim against the Landlord promptly after Landlord first has knowledge thereof, but no failure by Landlord to promptly notify Tenant of any such claim shall adversely affect Landlord’s right to indemnification except (and only to the extent) that Tenant can prove prejudice as a result of the failure to receive prompt notice. This indemnification and save harmless includes any and all costs reasonably incurred by Landlord after notice to Tenant for any cleanup, removal or restoration mandated by any public official acting lawfully under applicable Laws if Tenant shall not timely perform such work.
Environmental Indemnities. Except as set forth on Schedule 3.10(d), the Company is not a party, whether as a direct signatory or as successor, assign or third-party beneficiary, or otherwise bound, to any Lease or other Contract (excluding insurance policies disclosed on the Schedules) under which the Company is obligated by or entitled to the benefits of, directly or indirectly, any representation, warranty, indemnification, covenant, restriction or other undertaking concerning Environmental Conditions.
Environmental Indemnities. Manager shall indemnify, defend and hold Owner harmless from any and all claims of third parties, and damages, costs and losses owing to third parties or suffered by Owner, including court costs, reasonable attorneys' fees and consultants' fees, arising during or after the Term and reasonably incurred or suffered by Owner as a result of any default or breach of any representation, warranty or covenant made by Manager under this Article 12, except to the extent caused by Owner, its agents, employees or contractors, it is a condition of this indemnification and hold harmless obligation that Manager must receive notice of any such claim against Owner promptly after Owner first has knowledge thereof, but no failure by Owner to promptly notify the Manager of any such claim shall adversely affect Owner's right to indemnification except (and only to the extent) that Manager can prove prejudice as a result of the failure to receive prompt notice. This indemnification and hold harmless obligation includes any and all costs reasonably incurred by Owner after notice to Manager for any cleanup, removal or restoration mandated by any public official acting lawfully under applicable Laws if Manager fails to timely perform such work.
Environmental Indemnities. (i) Indemnification Concerning Projects 8, 9, 10, 11 and 33-37. The LP Unit Recipients (jointly and severally, "POST-CLOSING CONTRIBUTOR") hereby indemnify, defend, and hold harmless Acquiror, its partners, shareholders and the respective agents, contractors, employees, shareholders, trustees and representatives of each of Acquiror, its partners and shareholders, and each of their successors and assigns, from and against any and all liabilities, claims, demands, suits, administrative proceedings, causes of action, penalties, fines, liens, reasonable fees, costs (including reasonable attorneys' fees and costs and environmental consultants' fees, as limited by Subparagraph 9(c)(ii)), damages (including reasonable attorneys' fees and costs and environmental consultants' fees and expenses incurred by Acquiror with respect to enforcing its rights hereunder), personal injuries and property damages, losses and expenses, both known and unknown, present and future, at law or in equity, but not including consequential damages (collectively, "LOSS" or "LOSSES") as a result of or arising from:
(A) the presence at Projects 8 and 9 (the "GOLDISC SITE") of (i) any Hazardous Materials in the groundwater, and (ii) the presence at the Goldisc Site of any petroleum products or petroleum degradation products in the soil or groundwater at Areas of Environmental Concern ("AEC") 5 and 13 as depicted in Figure 2-2 of Phase II Remedial Investigation Report: Former Goldisc Recordings Facility, Holbrook, New York, prepared by ERM-Northeast, April 1995; provided, however, that the activities, events, conditions or occurrences that resulted in Losses concerning the Goldisc Site occurred prior to the Closing Date (and such conditions or occurrences shall be deemed to include the continued spread of contamination that may occur after the Closing Date); provided further, however, that all indemnities concerning groundwater contamination at the Goldisc Site shall immediately terminate only after the remedial action for groundwater selected by the USEPA is completed, including, but not limited to, any monitoring and/or operations and maintenance required by a Governmental Authority, and all indemnities concerning AEC 5 and 13 of the Goldisc Site shall terminate only after the remedial actions for AEC 5 and 13 have been completed (as "completed" is defined in Subparagraph 9(d)(ii)(E) herein), including, but not limited to, any monitoring and/or operations and maintenance required by a Gover...
