Environmental Liabilities and Costs all Losses, whether direct or indirect, known or unknown, current or potential, past, present or future, imposed by, under or pursuant to Environmental Laws, including all Losses related to Remedial Actions, and all fees disbursements and expenses of counsel, experts, personnel and consultants based on, arising out of or otherwise in respect of: (i) the ownership, operation, use or occupancy of the Business, the Assets, the Real Property or Other Leases or any other real properties, assets, equipment or facilities, by any Transferor, or any of their predecessors or Affiliates; (ii) the environmental conditions existing on the Closing Date on, under, above, about or emanating from any Real Property, the Assets or property subject to Other Leases or any other real properties, assets, equipment or facilities currently or previously owned, leased, operated, occupied or used by the any Transferor, or any of their predecessors or Affiliates; and (iii) expenditures necessary to cause any Real Property or any aspect of the Business or the Assets to be in compliance with any and all requirements of Environmental Laws as of the Closing Date, including all Environmental Permits issued or required under or pursuant to such Environmental Laws, and reasonably necessary to make full economic use of any Real Property or the Assets.
Environmental Liabilities and Costs. All Losses, whether direct or -------------------------------------- indirect, known or unknown, current or potential, past, present or future, imposed by, under or pursuant to Environmental Laws, including, without limitation, all Losses related to Remedial Actions, and all fees, disbursements and expenses of counsel, experts, personnel and consultants based on, arising out of or otherwise in respect of: (i) the ownership or operation of the Business, the Leased Real Property or any other real properties, assets, equipment or facilities, by Company, or any of its predecessors or Affiliates; (ii) the environmental conditions existing on the Closing Date on, under, above, or about any Leased Real Property or any other real properties, assets, equipment or facilities currently or previously owned, leased or operated by Company, or any of its predecessors or Affiliates; and (iii) expenditures necessary to cause any Leased Real Property or any aspect of the Business to be in compliance with any and all requirements of Environmental Laws as of the Closing Date, including, without limitation, all Environmental Permits issued under or pursuant to such Environmental Laws, and reasonably necessary to make full economic use of any Leased Real Property.
Environmental Liabilities and Costs. The term "Environmental Liabilities and Costs" means all costs of Cleanup, all fines and penalties, and the cost of defending, settling, or otherwise disposing of any claim by a third party for injury to or death of any person or damage to property resulting from any Release of Hazardous Materials into the indoor or outdoor environment as a result of the ownership or operation of the assets during the Operating Period.
Environmental Liabilities and Costs. 12 1.57. Environmental Lien............................................ 13 1.58. Equipment..................................................... 13 1.59. ERISA......................................................... 13 1.60. ERISA Affiliate............................................... 13 1.61. ERISA Event................................................... 13 1.62. ESNA.......................................................... 13 1.63. Event of Default.............................................. 14 1.64. Excluded Equipment............................................ 14 1.65. Executive Officers............................................ 14 1.66. Existing Liens................................................ 14 1.67. Fee Awards.................................................... 14 1.68.
Environmental Liabilities and Costs. 5 1.24 Equipment....................................... 5 1.25
Environmental Liabilities and Costs all Losses, whether direct or indirect, known or unknown, current or potential, past, present or future, imposed by, under or pursuant to Environmental Laws, including, without limitation, all Losses related to Remedial Actions, and all fees, disbursements and expenses of counsel, experts, personnel and consultants based on, arising out of or otherwise in respect of: (i) the ownership of the Assets, Real Property or other leases or any other real properties, assets, equipment or facilities, by any Seller, or any of their predecessors or affiliates; (ii) the environmental conditions existing on the Closing Date on, under, above, or about any Real Property or property subject to Other Leases or any other real properties, assets, equipment or facilities currently or previously owned, leased or operated by any Seller, or any of their predecessors or affiliates; and (iii) expenditures necessary to cause any Real Property or any aspect of the Assets to be in compliance with any and all requirements of Environmental Laws as of the Clos-ing Date.
Environmental Liabilities and Costs all Losses, whether direct or indirect, known or unknown, current or potential, past, present or future, imposed by, under or pursuant to Environmental Laws, including, without limitation, all Losses related to Remedial Actions, and all fees, disbursements and expenses of counsel, experts, personnel and consultants based on, arising out of or otherwise in respect of: (i) the ownership or operation of the businesses of Sellers, the Real Property or any other real properties, assets, equipment or facilities, by any Seller, or any of their predecessors or affiliates; (ii) the environmental conditions existing on the Closing on, under, above, or about any Real Property or any other real properties, assets, equipment or facilities currently or previously owned, leased or operated by any Seller, or any of their predecessors or Affiliates; and (iii) expenditures necessary to cause any Real Property or any aspect of the businesses of Sellers to be in compliance with any and all requirements of Environmental Laws as of the Closing, including, without limitation, all Environmental Permits issued under or pursuant to such Environmental Laws, and reasonably necessary to make full economic use of any Real Property. Environmental Permits: any federal, state and local permit, license, registration, consent, order, administrative consent order, certificate, approval or other authorization with respect to any Seller necessary for the conduct of the Business as currently conducted or previously conducted under any Environmental Law. Governmental Approval: any Consent of, with or to any Governmental Authority. Governmental Authority: any nation or government, any state, county, city or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality of the United States, any State of the United States, any county, any city or any political subdivision thereof, and any tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.
Environmental Liabilities and Costs all Losses, whether direct or indirect, known or unknown, current or potential, past, present or future, imposed by, under or pursuant to Environmental Laws, including, without limitation, all Losses related to Remedial Actions, and all fees, disbursements and expenses of governmental authorities, counsel, experts, personnel and consultants based on, arising out of or otherwise in respect of: (i) the ownership or operation of the Neptune Business, Leased Real Property or Leases or any other real properties, assets, equipment or facilities, by Neptune, or any of their predecessors or Affiliates; (ii) the environmental conditions existing on the Closing Date on, under, above, or about any Leased Real Property or property subject to Leases or any other real properties, assets, equipment or facilities currently or previously owned, leased or operated by Neptune, or any of their predecessors or Affiliates; and
Environmental Liabilities and Costs. (i) None of the Company or the Company’s real properties, assets, equipment or facilities is subject to any existing, pending or, to the Knowledge of Caliper, threatened, and none of the Company nor any of its predecessors has caused or taken any action that could result in, Liability under or relating to Environmental Laws or Environmental Orders (including without limitation Liabilities arising out of the manufacture, processing, distribution, use or sale of any Company Products and Services).
(ii) Without limiting the generality of the foregoing:
(A) None of the Company’s or any of its predecessors’ current or past operations, and none of the currently or formerly owned real properties, assets, equipment or facilities of the Company or any of its predecessors, is related to or subject to any investigation or evaluation by any Governmental Entity, as to whether any Remedial Action is needed to respond to a Release or threatened Release of any Hazardous Materials.
(B) Caliper has no Knowledge of any fact or circumstance that could (i) involve the Company in any litigation or impose upon the Company any Liability under or relating to Environmental Laws or Environmental Orders (including without limitation Liabilities arising out of the manufacture, processing, distribution, use or sale of any Company Products and Services), or (ii) prevent or interfere with compliance by the Company with Environmental Laws in the future.
(C) The Company has filed all notices required under any Environmental Law indicating a past or present use, management, Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. handling, transport, recycling, reclamation, treatment, generation, storage or Release of Hazardous Materials.
(D) To Caliper’s Knowledge, there is not now, and there was not previously, at, on, in or under any of the real properties, assets, equipment or facilities currently owned, leased, operated or otherwise used by the Company: (i) any treatment, recycling, reclamation, storage or disposal of any Hazardous Materials, (ii) any underground or above ground storage tank, surface impoundment, lagoon or other containment facility (past or present) for the temporary or permanent storage, treatment or disposal of Hazardous Materials (iii) any landfill or solid waste disposal are...
Environmental Liabilities and Costs. None of the Company or any of its Subsidiaries or the Company’s or any of its Subsidiaries’ real properties, assets, equipment or facilities is subject to any existing, pending or, to the Knowledge of the Company, threatened, Liability under or relating to Environmental Laws or Environmental Orders (including without limitation Liabilities arising out of the manufacture, processing, distribution, use or sale of any Company Products).
