Common use of Environmental Limitations Clause in Contracts

Environmental Limitations. Notwithstanding any provision to the contrary in this Agreement, with respect to any Losses arising from Pre-Closing Environmental Liabilities or with respect to breaches of the representations and warranties contained in Section 4.11 (Environmental Matters): (a) Seller shall have satisfied its obligations with respect to any remedial action to the extent such remedial action is conducted to standards applicable to industrial properties, including the use of risk-based cleanup standards, natural attenuation, and deed restrictions so long as such use is not prohibited by the Governmental Entity overseeing such remedial action and (b) Seller shall not be required to indemnify any Purchaser Indemnitees for any such Losses (i) except to the extent such Losses are required to comply with Environmental Law in force and in effect on the Closing Date; (ii) to the extent Purchaser Indemnitees exacerbate any such Losses after the Closing Date (excluding exacerbation arising from post-Closing activities by Purchaser Indemnitees that conform to pre-Closing activities by Seller in connection with the Business as a result of which any representation or warranty in Section 4.11 was inaccurate, until such time as Purchaser Indemnitees know such activities caused such representation or warranty to be inaccurate); (iii) that result or arise from any exposure or alleged exposure to any Hazardous Materials emitted or discharged in connection with the operations of the Business or the Transferred Real Property prior to the Closing Date in compliance with Environmental Laws or applicable Environmental Permits; (iv) resulting or arising from any investigation, removal or remediation of any presence or Release of Hazardous Materials except to the extent such presence or Release existed at concentrations in soil, groundwater or other environmental media on the Closing Date such that the failure to remove or remediate such presence or Release, if known on the Closing Date, would have constituted a violation of or non-compliance with Environmental Law in force and in effect on the Closing Date; and (v) to the extent such Losses arise or result from any exposure or alleged exposure to, or any maintenance, repair, removal or disposal of, asbestos or asbestos-containing materials, other than any maintenance, repair, removal or disposal of asbestos or asbestos-containing materials required as of the Closing Date under any Environmental Law in force and effect on the Closing Date.

Environmental Limitations. Notwithstanding any provision to the contrary in this Agreement, with respect to any Losses arising from Pre-Closing Environmental Liabilities or with respect to breaches of the representations and warranties contained in Section 4.11 4.10 (Environmental Matters) or, in respect of Environmental Permits, contained in Section 4.16 (Permits): (a) Seller shall have satisfied its obligations with respect to any remedial action to the extent such remedial action is conducted to standards applicable to industrial properties, including the use of risk-based cleanup standards, natural attenuation, and deed restrictions so long as such use is not prohibited by the Governmental Entity overseeing such remedial action and (b) Seller shall not be required to indemnify any Purchaser Indemnitees for any such Losses (i) except to the extent such Losses are required to comply with Environmental Law in force and in effect on the Closing Date; (ii) to the extent Purchaser Indemnitees exacerbate any such Losses after the Closing Date (excluding exacerbation arising from post-Closing activities by Purchaser Indemnitees that conform to pre-Closing activities by Seller in connection with the Business as a result of which any representation or warranty in Section 4.11 4.10 or, with respect to Environmental Permits, Section 4.16, was inaccurate, until such time as Purchaser Indemnitees know such activities caused such representation or warranty to be inaccurate); (iii) to the extent such Losses arise or result from any exposure or alleged exposure to, or any maintenance, repair, removal or disposal of, asbestos or asbestos-containing materials, other than any maintenance, repair, removal or disposal of asbestos or asbestos-containing materials required as of the Closing Date under any Environmental Law in force and effect on the Closing Date; (iv) other than with respect to the Pine Hill Action, that result or arise from any exposure or alleged exposure to any Hazardous Materials emitted or discharged in connection with the operations of the Business or the Transferred Real Property prior to the Closing Date in compliance with Environmental Laws or applicable Environmental Permits; (ivv) resulting or arising from any investigation, removal or remediation of any presence or Release of Hazardous Materials except to the extent such presence or Release existed at concentrations in soil, groundwater or other environmental media on the Closing Date such that the failure to remove or remediate such presence or Release, if known on the Closing Date, would have constituted a violation of or non-compliance with Environmental Law in force and in effect on the Closing Date; and (vvi) relating to the extent such Losses arise or result from any exposure or alleged exposure to, or any maintenance, repair, removal or disposal of, asbestos or asbestos-containing materials, other than any maintenance, repair, removal or disposal of asbestos or asbestos-containing materials required as of the Closing Date under any Environmental Law in force and effect on the Closing DateSpringfield PCP Remedial Action.

Environmental Limitations. Notwithstanding any provision to the contrary in this Agreement, with respect to any Losses arising from Pre-Closing Environmental Liabilities Liabilities, or with respect to any remedial action required under Section 1.04(c)(x), or with respect to breaches of the representations and warranties contained in Section 4.11 (Environmental Matters) or, in respect of Environmental Permits, contained in Section 4.17 (Permits): (ai) Seller shall have satisfied its obligations with respect to any remedial action to the extent such remedial action is conducted to standards applicable to industrial properties, including the use of risk-based cleanup standards, natural attenuation, and deed restrictions so long as such use is not prohibited approved by or acceptable to the Governmental Entity overseeing such remedial action and the selected remedy or remedies are consistent with Purchaser’s use of the Business Real Property without unreasonable interference; (bii) Seller shall not be required to indemnify any Purchaser Indemnitees for any such Losses (i) except to the extent such Losses are required to comply with Environmental Law in force and in effect on the Closing Date; (iiiii) Seller shall not be required to the extent indemnify any Purchaser Indemnitees exacerbate for any portion of such Losses actually caused by Purchaser Indemnitees’ exacerbation of the conditions causing or resulting in any such Losses after the Closing Date (excluding Date; provided, that, such exacerbation shall not include any Losses arising from post-Closing activities by Purchaser Indemnitees that conform to pre-Closing activities by Seller in connection with the Business as a result unless one of which any representation or warranty in Section 4.11 was inaccurate, until such time as the Purchaser Indemnitees know has knowledge or should have had knowledge that such activities caused such a pre-Closing representation or warranty to be inaccurate); (iii) that result or arise from any exposure or alleged exposure to any Hazardous Materials emitted or discharged in connection with the operations of the Business or the Transferred Real Property prior to the Closing Date in compliance with Environmental Laws or applicable Environmental Permits; and (iv) resulting or arising from Seller shall not be required to indemnify any investigation, removal or remediation of Purchaser Indemnitees for any presence or Release of Hazardous Materials except to the extent such presence or Release existed at concentrations in soil, groundwater or other environmental media on the Closing Date such that the failure to remove or remediate such presence or Release, if known on the Closing Date, would have constituted a violation of or non-compliance with Environmental Law in force and in effect on the Closing Date; and Losses (vA) to the extent such Losses arise or result from any exposure or alleged exposure to, or any maintenance, repair, removal or disposal of, asbestos or asbestos-containing materials, other than any maintenance, repair, removal or disposal of asbestos or asbestos-containing materials required as of the Closing Date under any Environmental Law in force and effect on the Closing Date and (B) resulting or arising from any investigation, removal or remediation of any presence or Release of Hazardous Materials except to the extent such presence or Release existed at concentrations in soil, groundwater or other environmental media on the Closing Date that require notification and remedial action pursuant to Environmental Law in force and in effect on the Closing Date.

Environmental Limitations. Notwithstanding any provision to the contrary in this Agreement, with respect to any Losses arising from Pre-Closing Retained Environmental Liabilities or with respect to breaches of the representations and warranties contained in Section 4.11 Liabilities: (Environmental Matters): (ai) Seller shall have satisfied its obligations with respect to any remedial action Remediation Action to the extent such remedial action Remediation Action is conducted in a commercially reasonable manner appropriate for the subject site, which incorporates (A) clean-up standards for the applicable classification of the subject site as of the Closing Date and as allowed under applicable Environmental Law or approved by the applicable Governmental Authorities and (B) the most commercially reasonable methods that are allowed under Environmental Law or approved or otherwise acceptable to standards the applicable to industrial propertiesGovernmental Authorities, including the use of risk-based cleanup standards, natural attenuation, and deed restrictions so long as such use is does not prohibited by unreasonably impact or interfere with Buyer’s operation of the Governmental Entity overseeing such remedial action and Transferred Business; and (bii) Seller shall not be required to indemnify any Purchaser Buyer Indemnitees for any such Losses (i) except to the extent that such Losses are caused, triggered or increased by: (A) Buyer Indemnitees directly and intentionally exacerbating any such Losses after obtaining knowledge thereof, (B) Buyer voluntarily breaking the surface of the Land for the purpose of discovering contamination or conducting any testing, sampling or other invasive investigation of, or Remediation Action relating to, the air, soil, soil gas, surface water, groundwater, sediment, building materials or other environmental media conducted by, on behalf of, or at the direction of Buyer or any of its Affiliates; or (C) any environmental response investigation, cleanup, Remediation Action, Remediation or similar activity that is more comprehensive or stringent than the applicable environmental standard, unless required by Environmental Law or the appropriate Governmental Authority; unless, in the case of the foregoing (A), (B) or (C), such actions are undertaken (1)(w) in good faith and in a manner consistent with reasonable and prudent environmental practices (without consideration of the benefit of any indemnification provided by Seller), (x) required to comply with Environmental Law in force and in effect on the Closing DateLaw, Permit or Governmental Order, or required by a Governmental Authority; (iiy) necessary to respond to a Third-Party Claim; or (z) necessary or reasonably advisable to prevent or mitigate an imminent or substantial threat to human health or the environment; and (2) to the extent Purchaser Indemnitees exacerbate any such Losses after reasonably practicable under the Closing Date circumstances, with prior written notice to Seller (excluding exacerbation arising from post-Closing activities by Purchaser Indemnitees it being understood that conform to pre-Closing activities by Seller in connection with the Business as a result of which any representation or warranty in Section 4.11 was inaccurate, until such time as Purchaser Indemnitees know such activities caused such representation or warranty to prior notice shall not be inaccurate); (iii) that result or arise from any exposure or alleged exposure to any Hazardous Materials emitted or discharged in connection with the operations of the Business or the Transferred Real Property prior to the Closing Date in compliance with Environmental Laws or applicable Environmental Permits; (iv) resulting or arising from any investigation, removal or remediation of any presence or Release of Hazardous Materials except necessary to the extent such presence actions are undertaken to address an imminent or Release existed at concentrations in soil, groundwater substantial threat to human health or other environmental media on the Closing Date such that the failure to remove or remediate such presence or Release, if known on the Closing Date, would have constituted a violation of or non-compliance with Environmental Law in force and in effect on the Closing Date; and (v) to the extent such Losses arise or result from any exposure or alleged exposure to, or any maintenance, repair, removal or disposal of, asbestos or asbestos-containing materials, other than any maintenance, repair, removal or disposal of asbestos or asbestos-containing materials required as of the Closing Date under any Environmental Law in force and effect on the Closing Dateenvironment).