Environmental Losses Clause Samples

Environmental Losses. Environmental Losses" means Losses suffered or incurred by any Indemnified Party, directly or indirectly, relating to or arising out of, based on or as a result of: (i) any Hazardous Substance Activity; (ii) any violation of Environmental Laws relating to the Leased Property or to the ownership, use, occupancy or operation thereof; (iii) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental or quasi-governmental agency or authority in connection with any Hazardous Substance Activity; or (iv) any claim, demand, cause of action or investigation, or any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnified Party which directly or indirectly relates to, arises from, is based on, or results from any of the matters described in clauses (i), (ii), or (iii) of this subparagraph 1.(am), or any allegation of any such matters. ENVIRONMENTAL LOSSES INCURRED BY OR ASSERTED AGAINST A PARTICULAR INDEMNIFIED PARTY SHALL INCLUDE LOSSES RELATING TO OR ARISING OUT OF OR AS A RESULT OF ANY MATTERS LISTED IN THE PRECEDING SENTENCE EVEN WHEN SUCH MATTERS ARE CAUSED BY THE ORDINARY NEGLIGENCE (AS DEFINED BELOW) OF THAT PARTICULAR OR ANY OTHER INDEMNIFIED PARTY. However, Losses incurred by or asserted against a particular Indemnified Party and proximately caused by (and attributed by any applicable principles of comparative fault to) the wilful misconduct, Active Negligence or gross negligence of any Indemnified Party will not constitute Environmental Losses of such Indemnified Party for purposes of this Lease. (an) Environmental Report. "Environmental Report" means, collectively, the reports listed on Exhibit G attached hereto. (ao)

Environmental Losses. 2 1.13 Eyetech Indemnified Party..................................................................... 2 1.14 Eyetech Product Intellectual Property......................................................... 2 1.15 Facility...................................................................................... 3 1.16 FDA........................................................................................... 3 1.17

Environmental Losses. The term "Environmental Losses" means Losses -------------------- suffered or incurred by Lender with respect to the Property arising out of or as a result of: (i) the occurrence of any Hazardous Substance Activity; (ii) any violation of any applicable Environmental Laws relating to the Property or to the ownership, use, occupancy or operation thereof; (iii) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental agency in connection with any Hazardous Substance Activity; (iv) any Hazardous Substance Claims brought, asserted, or alleged against Lender or any of its directors, officers, shareholders, employees or agents; (v) any actions taken by Lender to enter and inspect the Property pursuant to California Civil Code Section 2929.5; (vi) any actions taken by Lender to appoint a receiver pursuant to California Code of Civil Procedure Section 564; and (vii) any actions taken by Lender pursuant to California Code of Civil Procedure Section 726.5.

Environmental Losses. 10.6.1 The following (whether or not they involve or result from breaches of any representation or warranty in this Agreement) shall constitute "Environmental Losses":

Environmental Losses. (i) Subject to and in accordance with all terms, conditions, restrictions and limitations contained in Section 9.8, any Ashland Environmental Loss, including (A) the cost of complying with any Ashland Consent Decrees, including those listed on Schedule 9.2(c) to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter, and (B) any Ashland Ongoing Remediation, including those described on Schedule 9.2(c) to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter. (ii) Notwithstanding any other provision of this Section 9.2(c), no Indemnified Party shall be entitled to rights of indemnification under this Section 9.2(c) with respect to any Ashland Environmental Loss (other than (A) Environmental Contamination that is the subject of an Ashland Consent Decree or an Ashland Ongoing Remediation and (B) Ashland Designated UST Environmental Contamination), whether or not such Environmental Contamination is set forth on Schedule 9.2(c) to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter, until the total amount of such Ashland Environmental Loss exceeds the relevant Individual Threshold Amount, whereupon an Indemnified Party shall be entitled to indemnification for that portion of such Ashland Environmental Loss that is in excess of the relevant Individual Threshold Amount. Ashland’s obligation to indemnify for (x) Environmental Contamination that is the subject of an Ashland Consent Decree or an Ashland Ongoing Remediation and (y) Ashland Designated UST Environmental Contamination is not subject to any Individual Threshold Amount.

Environmental Losses. 8 (i) 52

Environmental Losses. Losses suffered or incurred at any time by Lender arising out of or as a result of: 2.30.1 any Hazardous Substance Activity that occurs or is alleged to have occurred in whole or in part on or prior to the Transfer Date; 2.30.2 any violation on or prior to the Transfer Date of any applicable Environmental Laws relating to the Property or to the ownership, use, occupancy or operation thereof; 2.30.3 any demand, requirement, investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental agency in connection with any Hazardous Substance Activity that occurs or is alleged to have occurred in whole or in part on or prior to the Transfer Date; 2.30.4 any investigation, monitoring and(or) clean-up activities conducted at any time by Guarantor and(or) Borrower upon the Property as part of its efforts to clean up any Hazardous Substance relating to or arising from any Hazardous Substance Activity that occurs or is alleged to have occurred in whole or in part on or prior to the Transfer Date; 2.30.5 personal injury or injury to property or natural resources occurring upon or off of the Property, including, without limitation, lost profits and the cost of demolition and rebuilding of any improvements on real property, relating to or arising from any Hazardous Substance Activity that occurs or is alleged to have occurred in whole or in part on or prior to the Transfer Date; 2.30.6 the preparation of any feasibility studies or reports or the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration or monitoring work in connection with any Hazardous Substance Activity that occurs or is alleged to have occurred in whole or in part on or prior to the Transfer Date and is required by any federal, state, or local Governmental Authority or political subdivision, or reasonably necessary to make full economic use of the Property or any other property; 2.30.7 diminution in the value of the Property, or the loss of business and(or) restriction on the use of, or adverse impact on the marketing of, rentable or usable space or of any amenity of the Property, relating to or arising from any Hazardous Substance Activity that occurs or is alleged to have occurred in whole or in part on or prior to the Transfer Date; or 2.30.8 any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against any of the indemnified parties which directly or in...

Environmental Losses. 9.5.1 Subject to the provisions of Section 9.13(c) relating to the Retained Liabilities, the Sellers shall indemnify the Buyer for any Losses sustained by the Group Companies as a result of any Environmental Claim arising from the health, safety and environmental issues relating to the sites operated at any time by the Group Companies (including the presence of Hazardous Materials); provided that with respect to any site operated by the Group Companies as of the Closing Date and which is the subject of an Environmental Report, the Sellers shall be liable only for such issues that are identified and disclosed in the Environmental Reports; and provided further that the Sellers shall be liable for (i) the expenses required to remediate the site in Reedsburg, Wisconsin to the extent such expenses exceed $155,000 plus any amounts specifically relating to such site as stated in Schedule 9.5.4 to the Disclosure Letter, and (ii) the expenses to remediate any other site to the extent such expenses exceed the forecast capital expenditure projections listed on Schedule 9.5.4 to the Disclosure Letter. Any indemnification due under this Section 9.5.1 shall be subject to and, shall apply towards, the cap limitation set forth in Section 9.7(d) but shall not be subject to the deductible and de minimis limitations respectively set forth under Sections 9.7(c) and (d), respectively. 9.5.2 Except where disclosure or action is required under applicable Laws relating to Environmental Matters (including Laws relating to Environmental Matters that are not in force as of the Closing Date or changes to Environmental Laws; it being provided however that the scope of the Sellers’ liability shall not be increased as a result of any such Laws or changes), the Sellers shall not be liable to indemnify the Buyer in respect of any Loss to be otherwise indemnified under Section 9.5.1 above or as a result of a breach of the representations made under Section 3.15 (Environmental Matters) to the extent that such Loss results from an Environmental Claim made as a result of (i) a voluntary disclosure (whether written or oral) made by the Buyer, any Group Company or their respective agents or employees to any third party or to any enforcing authority or (ii) change of activities conducted at the site, or (iii) a change of use or (iv) partial or total site closure other than relating to the Group Companies’ sites located at Saltillo, Coahuila in Mexico and Ilhéus, Bahia in Brazil, undertaken by th...

Environmental Losses. Losses relating to any applicable Environmental Law, including Losses relating to the presence, release, emission, discharge or threatened discharge of Hazardous Materials in or into the air, surface water, ground water, soil, sediment land surface, subsurface strata or soil vapor, including Losses incurred in investigating, monitoring, responding to and remediating the presence, release, emission or discharge or threatened discharge of Hazardous Materials as required by any applicable Environmental Laws or Government Authority; Losses incurred as a result of Reclamation, closure or post closure costs and obligations required by any applicable Environmental Law or Government Authority; and Losses arising from any claims by a Government Authority or other Person for enforcement, cleanup, Remediation, removal, response, the loss or impairment of natural resources, restoration, remedial or other actions or damages, contribution, indemnification, cost recovery, compensation, or injunctive relief pursuant to any Environmental Law. Equivalent Wage. See Section 11.1(b).