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 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.
Environmental Liabilities and Obligations. As used ----------------------------------------- herein, the term "Environmental Liabilities and Obligations" shall mean any ------------------------------------------ known or unknown liability, obligation (including, without limitation, Buyer's obligations under the Buyer Consent Order and any other obligation to investigate, monitor, test, report to an Agency, remediate or clean up or any obligation under a permit, order or agreement or under any Laws), 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 (i) the ------ --- Excluded Liabilities (as hereinafter defined) and (ii) any loss realized by Seller or an affiliate of Seller solely for diminution in value of the Real Property or the Adjacent Real Property resulting from Seller or any of its affiliates' inability to use the Real Property or the Adjacent Real Property for a desired purpose.
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.
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. (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).
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. 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. 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 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 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 environmental condition of the Assets 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 created or attributable to the periods of time before, on or after the Effective Time, but specifically excluding any fines or penalties assessed against Seller due to Seller's actions or omissions and/or any personal injury, illness or death prior to the Closing Date ("Buyer's Environmental Liabilities").
