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. Losses relating to Environmental Health and Safety Laws, 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, land surface, subsurface strata or soil vapor, including Losses incurred in investigating, monitoring, responding to and remediating such Hazardous Materials as required by any applicable Environmental Health and Safety Laws or Government Authority; Exposure Losses; and Losses arising from claims by a Government Authority or Person for enforcement, cleanup, remediation, removal, response, natural resources, restoration, remedial or other actions or damages, contribution, indemnification, cost recovery, compensation, or injunctive relief pursuant to any Environmental Health and Safety Law. Environmental Losses exclude any claims of consequential, incidental or punitive damages suffered by any of Sellers, Buyer or their Affiliates, including claims of lost profits, lost revenue or loss of use of assets. Excluded Items. See Section 2.2.
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. 8.6.1 The following (if and only if they involve or result from breaches of any representation or warranty in this Agreement) shall constitute "Environmental Losses":
Environmental Losses. ENVIRONMENTAL LOSSES" means Losses suffered or incurred by any Indemnified Party relating to or arising out of, based on or as a result of: (i) any Hazardous Substance Activity that occurs or is alleged to have occurred on or prior to the Environmental Cutoff Date; (ii) any violation on or prior to the Environmental Cutoff Date 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 that occurs or is alleged to have occurred in whole or in part on or prior to the Environmental Cutoff Date; 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 relates to, arises from, is based on, or results from any of the matters described in clauses (i), (ii) or (iii) of this subparagraph cc, or any allegation of any such matters. For purposes of determining whether Losses constitute "Environmental Losses," as the term is used in this Lease, any actual or alleged Hazardous Substance Activity or violation of Environmental Laws relating to the Leased Property will be presumed to have occurred prior to the Environmental Cutoff Date unless Tenant establishes by clear and convincing evidence to the contrary that the relevant Hazardous Substance Activity or violation of Environmental Laws did not occur or commence prior to the Environmental Cutoff Date. Even if after the Environmental Cutoff Date Losses are incurred by or asserted against a particular Indemnified Party that would not have been incurred or asserted, but for any matter described in clauses (i), (ii) or (iii) of this subparagraph cc, or an allegation of any such matter, then such Losses will constitute Environmental Losses. FURTHER, 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 NEGLIGENCE OF THAT PARTICULAR OR ANY OTHER INDEMNIFIED PARTY; PROVIDED, HOWEVER, THAT LOSSES INCURRED BY OR ASSERTED AGAINST A PARTICULAR INDEMNIFIED PARTY AND PROXIMATELY CAUSED BY (AND ATTRIBUTED BY ANY APPLICABLE PRINCIPLES OF COMPARATIVE FAULT TO) MISCONDUCT OF THAT IND...
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. 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. In no event shall the Guarantor's aggregate liability for Environmental Losses exceed Euros 4,000,000. Notwithstanding the foregoing, the Guarantor's share of liability in connection with Environmental Losses shall in no event exceed (i) 75% in respect of any Claim Notice notified to the Guarantor between the first and the third anniversaries of the Closing Date, (ii) 50% in respect of any a Claim Notice notified to the Guarantor between the Third and the fourth anniversaries of the Closing Date and (ii) 25% in respect of any Claim Notice notified to the Guarantor after the fifth anniversary of the Closing Date
Environmental Losses. The term “Environmental Losses” shall mean all costs and expenses, damages, including foreseeable and unforeseeable consequential damages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements, and all losses of any kind attributable to the diminution of value, loss of use or adverse effect on the marketability or use of any portion of the Premises, Building, Phase or Project.
Environmental Losses. Notwithstanding any other provision of this Agreement, the Purchaser Indemnified Parties shall not be entitled to indemnification with respect to Losses under Section 9.1(a)(iv) to the extent resulting from any investigation of environmental conditions conducted by or at the direction of Purchaser to the extent involving physically invasive testing procedures such as soil and groundwater sampling, other than any such investigation other than any such investigation required or otherwise initiated for a legitimate business purpose (which shall not include an investigation initiated solely for purpose of obtaining indemnification pursuant to Section 9.1(a)(iv)) or required under applicable Law or by any Order.
