Environmental Liabilities and Obligations. Subject to Section 5.4(a), upon Closing, with respect to the Subject Interests, Buyer agrees to assume and pay, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to, and release Seller, its members, managers, stockholders, directors, officers, employees, agents and representatives, and their respective successors and assigns (but no other third parties), from all losses including any civil fines, penalties, costs of assessment, clean-up, removal and Remediation, and expenses for the modification, repair or replacement of facilities on the Lands brought or assessed by any and all persons, including any Governmental Entity, as a result of any personal injury, illness or death, any damage to, destruction or loss of property, and any damage to natural resources (including soil, air, surface water or groundwater) to the extent any of the foregoing directly is caused by any Condition in or on the Subject Interests created or attributable to periods at and after the Effective Time, including, but not limited to, the presence, disposal or release of any Hazardous Substances of any kind in, on or under the Subject Interests, in each instance to the extent but only to the extent of the Subject Interests (collectively, “Buyer’s Environmental Liabilities”).
Environmental Liabilities and Obligations. Upon Closing, Buyer agrees to assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to and release Seller, its stockholders, directors, officers, employees, agents and representatives, and their respective successors and assigns (but no other third parties) from all Losses (including any civil fines, penalties, costs of assessment, clean-up, removal and Remediation) and expenses for the modification, repair or replacement of facilities on the Lands brought or assessed by any and all persons, including any Governmental Entity, as a result of any personal injury, illness or death, any damage to, destruction or loss of property, and any damage to natural resources (including soil, air, surface water or groundwater) to the extent any of the foregoing directly or indirectly is caused by or otherwise involves any Condition of the Assets whether created or attributable to periods either before or after the Effective Time, including, but not limited to, the presence, disposal or release of any Hazardous Material of any kind in, on or under the Assets or the Lands (collectively, “Buyer's Environmental Liabilities”). Notwithstanding anything contained in this Agreement, “Buyer's Environmental Liabilities” shall not include any claims, costs, expenses, liabilities or obligations arising from or related to any disposal prior to the Closing Date by Seller or any of its affiliates of any Hazardous Material or other material or substances generated or used on the Assets, at sites off of the Assets.
Environmental Liabilities and Obligations. Upon the Close ----------------------------------------- of Escrow, Buyer shall assume and indemnify and defend Seller and its past, current and future officers, directors, employees and affiliates ("Seller ------ Parties") as provided in Section 10.3.4 from all Environmental Liabilities and ------- Obligations as set forth herein. As used herein, the term "Environmental ------------- Liabilities and Obligations" shall mean any known or unknown liability, --------------------------- obligation (including, without limitation, any obligation to investigate, monitor, test, report to an Agency, remediate or clean up or any obligation under a permit, order or agreement), claim, action, proceeding, expense, cost (including, without limitation, any expense and cost incurred or associated with the investigation, handling, containment, characterization, disposal, treatment, stabilization and/or neutralization of Hazardous Substances, as well as the cost and expense of site management, preparing and finalizing remedial action plans and scopes of work, worker safety costs, security costs, attorneys fees and costs, consulting fees and costs, engineering fees and costs, contractor fees and costs, laboratory costs, financial assurance costs, and licensing, permitting and other similar costs and expenses), fee, tax, assessment, fine, or penalty, agency oversight damage, loss, financial assurance, whether incurred by a Party or claimed by any third party (including, without limitation, any Agency), arising out of or relating to any actual, alleged or threatened placement, presence, existence, discharge, release, emission, spill or past, present or future migration of Hazardous Substances at, under, above and/or emanating from the Real Property and/or the Tar Pits Property or any such placement, discharge, release, emission, spill or migration from a source other than the Real Property onto the Real Property and/or the Tar Pits Property, of any Hazardous Substances, except for the ------ --- Excluded Liabilities (as hereinafter defined). In addition, without limiting the foregoing, the Environmental Liabilities and Obligations shall also expressly include the assumption of Seller's obligations pursuant to the Consent Order and applicable Laws and the Adjacent Property Indemnifications and Other Agreements except to the extent disapproved by Buyer prior to the Contingency Date.
Environmental Liabilities and Obligations. Upon Closing, Buyer agrees to assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations (“Obligations”) accruing or relating to, and to release Sellers, their stockholders, members, partners, directors, managers, officers, employees, agents and representatives, and their respective successors and assigns (but no other third parties) from all losses (including any civil fines, penalties, costs of assessment, clean-up, removal and remediation, and expenses for the modification, repair or replacement of facilities on the Properties) brought or assessed by any and all Persons, including any Governmental Authority, as a result of any personal injury, illness or death, any damage to, destruction or loss of property, and any damage to natural resources (including soil, air, surface water or groundwater) to the extent any of the foregoing directly or indirectly is caused by or otherwise involves the environmental condition of the Properties, whether created or attributable to periods either before or after the Effective Time, including, but not limited to, the presence, disposal or release of any hazardous material of any kind in, on or under the Properties (collectively, “Buyer’s Environmental Liabilities”); provided, however, Buyer’s Environmental Liabilities shall not include any Obligations (i) that are the subject of a Post-Closing Environmental Claim, or (ii) that arise from or are related to Sellers’ Retained Liabilities described in Section 10.2(c) and Section 10.2(g). “Post-Closing Environmental Claim” means a claim by Buyer for losses resulting from any environmental condition occurring at any time prior to the Effective Time to the extent that such losses result from the gross negligence or willful misconduct of Sellers or that has been documented by Buyer to Sellers in writing on or before the Closing Date, including, without limitation, any Seller Post-Closing Environmental Obligation.
Environmental Liabilities and Obligations. (a) Upon Closing, Buyer agrees to assume and pay, perform, fulfill, discharge and release Seller from all Losses (as defined in Section 5.4) relating to the Assumed Environmental Liabilities (as defined in Section 5.4).
(b) Upon Closing, Seller agrees to retain and pay, perform, fulfill, discharge and release Buyer from all Losses attributable to and relating to (i) the Environmental Remediation Projects (provided, however, that Seller shall not retain liability for any violations of Environmental Laws caused by Buyer or its agents at the sites of such Environmental Remediation Projects after the Closing Date), and (ii) Environmental Defects identified in a timely-delivered Environmental Defect Notice, to the extent that such Environmental Defects are not disputed by Seller (or, if disputed, such dispute is resolved in favor of Buyer), exceed in the aggregate the Environmental Threshold, and for which Seller agrees to indemnify Buyer pursuant to Section 5.1(c)(iv). Timely receipt of a valid Environmental Defect Notice, and written estimation of the Remediation Costs by an Environmental Consultant, are conditions precedent to Seller’s obligations as to Environmental Defects under this Section 5.3(b). Notwithstanding the foregoing, the Environmental Remediation Projects shall become Assumed Environmental Liabilities at such time that the Colorado Oil and Gas Conservation Commission (or the appropriate regulatory agency or body) determines that no further action is necessary with respect to any such Environmental Remediation Project, whether by way of a “closure letter” or otherwise (such action referred to this Agreement as “Environmental Closure”).
Environmental Liabilities and Obligations. Upon Closing, Xxxxx agrees to assume and pay, perform, fulfill and discharge all Environmental Liabilities. Any Environmental Defect raised by Xxxxx in an Environmental Defect Notice shall be an Environmental Liability, except with respect to Assets excluded from the transaction hereunder; provided, however, nothing in this Section 5.2 shall limit the ability of the Parties to adjust the Purchase Price pursuant to the terms of Section 5.4.
Environmental Liabilities and Obligations. Subject to Section 5.4, Buyer’s rights to indemnification under Article 15, upon Closing, Buyer agrees to assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to, and release Seller, its stockholders, directors, officers, employees, agents, representatives and Affiliates, and their respective successors and assigns, from all losses (including any civil fines, penalties, costs of Remediation, and expenses for the modification, repair or replacement of facilities on the Lands brought or assessed by any and all Persons, including any Governmental Authority, as a result of any personal injury, illness or death, any damage to, destruction or loss of property, and any damage to natural resources (including soil, air, surface water or groundwater)) to the extent any of the foregoing directly or indirectly is caused by or otherwise involves any Condition of the Assets whether created or attributable to periods either before or after the Effective Time, including the presence, disposal or release of any Hazardous Substances of any kind in, on or under the Assets or the Lands (collectively “Buyer’s Environmental Liabilities”).
Environmental Liabilities and Obligations. 17 5.3 Environmental Defects less than the Environmental Deductible ....................... 18 5.4 Environmental Defects once the Environmental Threshold is Exceeded ................. 18 5.5 Contested Environmental Defects .................................................... 19 5.6
Environmental Liabilities and Obligations. A. Notwithstanding any other provision of this Agreement, Seller agrees to retain and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to and release Buyer and its affiliates and their respective members, stockholders, directors, officers, employees, agents and representatives, and their respective successors and permitted assigns (but no other third parties) from all losses, including any civil fines, penalties, costs of assessment, clean-up, removal and Remediation, and expenses for the modification, repair or replacement of facilities on the Lands, brought or assessed by any and all persons and entities including any Governmental Entity, as a result of any personal injury, illness or death, any damage to, destruction or loss of property, and any damage to natural resources (including soil, air, surface water or groundwater) to the extent any of the foregoing is caused by or otherwise involves any Environmental Condition of the Assets created or attributable to periods on or before the Closing Date, including, but not limited to, the presence, disposal or Release of any Hazardous Material of any kind in, on or under the Assets or the Lands (collectively, “Seller’s Environmental Liabilities”). Without in any way limiting or affecting Seller’s Environmental Liabilities, the Parties acknowledge that the Assets may contain naturally occurring radioactive materials (“NORM”), and Seller shall have no liability for any special procedures that may be required for the assessment, remediation, removal, transportation or disposal of NORM.
B. Upon Closing, Buyer agrees to assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to, and release Seller and its affiliates and their respective members, stockholders, directors, officers, employees, agents and representatives, and their respective successors and permitted assigns (but no other third parties) from, all losses, including any civil fines, penalties, costs of assessment, clean-up, removal and Remediation, and expenses for the modification, repair or replacement of facilities on the Lands brought or assessed) by any and all persons and entities including any Governmental Entity, as a result of any personal injury, illness or death, any damage to, destruction or loss of property, and any damage to natural resources (including soil, air, surface water or groundwater) to the extent ...
Environmental Liabilities and Obligations. Upon Closing, Buyer agrees to assume and pay, perform, fulfill and discharge all Environmental Liabilities. Any Environmental Defect raised by Buyer in an Environmental Defect Notice shall be an Environmental Liability, except with respect to Assets excluded from the transaction hereunder; provided, however, nothing in this Section 5.2 shall limit the ability of the Parties to adjust the Purchase Price pursuant to the terms of Section 5.4.
